Combination with Desktop Metal to Create an Additive Manufacturing Powerhouse and Deliver Compelling Value for Shareholders
Reminds Shareholders to Vote TODAY “FOR” Each of the Company’s Proposals
Visit www.NextGenerationAM.com for More Information
MINNEAPOLIS & REHOVOT, Israel — (BUSINESS WIRE) — September 13, 2023 — Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys” or the “Company”), a leader in polymer 3D printing solutions, today sent a letter urging Stratasys shareholders to vote “FOR” each of the Company’s proposals related to its previously announced merger agreement with Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”), ahead of the Stratasys Extraordinary General Meeting of Shareholders (the “Stratasys EGM”). The proposed merger with Desktop Metal will create an additive manufacturing (“AM”) powerhouse marked by innovation, operating efficiency and unmatched execution, delivering compelling value for Stratasys shareholders.
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Desktop Metal provides broad products and services to Stratasys with minimal overlap, creating a fully complementary AM portfolio. (Graphic: Business Wire)
The Stratasys EGM is scheduled for September 28, 2023. Holders of Stratasys ordinary shares as of the close of business on August 24, 2023 are entitled to vote at the Stratasys EGM.
The full text of the letter follows:
Your vote is important to ensuring Stratasys and its shareholders can realize the significant value creation opportunities of the proposed merger with Desktop Metal.
VOTE TODAY “FOR” each of the proposals to be considered at the Stratasys Extraordinary General Meeting of Shareholders on September 28, 2023, including the Stratasys Merger-related proposal.
Vote FOR Combining the Best Metal Innovation Company with a Polymer Leader with the Best Operations and Go-To-Market to Create an Additive Manufacturing (“AM”) Powerhouse
- Stratasys’ mission to lead AM into mass production will be accelerated by having a metal manufacturing solution alongside its robust polymer offering
- Desktop Metal has the best and most advanced technology for mass production, based on our extensive analysis of the metal landscape
- Desktop Metal brings a complementary portfolio of growth assets in highly attractive markets such as Dental, digital casting and photopolymerization, which will be accelerated by Stratasys’ extensive market reach and global go-to-market infrastructure to create immediate- to long-term impact
- Desktop Metal’s innovative portfolio and technology pipeline stands out amongst AM players with strong IP across applications
Dear Stratasys Shareholder,
The Stratasys Extraordinary Meeting of Shareholders is fast approaching on September 28, 2023. Your vote is extremely important, regardless of the number of Stratasys ordinary shares you own. The Stratasys Board of Directors unanimously recommends you vote today “FOR” the Merger-related proposal to enable the value-adding combination with Desktop Metal (“DM”).
This transaction will create an AM powerhouse marked by innovation, operating efficiency and unmatched execution, delivering compelling value for our shareholders. Stratasys’ mission to lead AM into mass production requires a metal manufacturing solution alongside its robust polymer offering.
After extensive analysis of the metal landscape, Stratasys believes Desktop Metal has the best and most advanced technology for metal mass production. With Desktop Metal’s complementary and high-growth metals portfolio, Stratasys’ total addressable market for manufacturing is expected to double by 2027.
Desktop Metal provides broad products and services to Stratasys with minimal overlap, creating a fully complementary AM portfolio.
As the first industrial AM company covering the full manufacturing lifecycle from design to mass production in both polymers and metal, the combination of Desktop Metal and Stratasys would create an at-scale growth AM company with increased profitability.
The transaction with Desktop Metal is expected to deliver compelling value for shareholders:
- Creates the first >$1B AM company with significant opportunity to capture the value of AM for mass production
- Doubles Stratasys’ total addressable market for manufacturing by 2027
- Achieves $50+ million in cost synergies and an additional $50M in run-rate revenue synergies expected to be fully realized by 2025
- Generates $1.6+ billion of revenue and $300+ million of EBITDA in 2026, for a 20% pro forma EBITDA margin
- Well-capitalized combined company provides strong foundation for continued innovation and growth
Your vote is critical to ensuring Stratasys and its shareholders can realize the significant value
creation opportunities of the proposed merger with Desktop Metal.
Ahead of the Stratasys Extraordinary General Meeting on Thursday, September 28, 2023, we urge shareholders to vote “FOR” each of the proposals to be considered at the Stratasys EGM, including the Stratasys Merger-related proposal.
VOTE TODAY to support the Desktop Metal transaction
Thank you for your support.
The Stratasys Board of Directors
For assistance voting your Stratasys ordinary shares, please contact our proxy solicitor:
Morrow Sodali LLC
509 Madison Avenue, 12th Floor
New York, NY 10022
Email: SSYS@info.morrowsodali.com
Call toll-free (800) 662-5200 or (203) 658-9400
Advisors
J.P. Morgan is acting as exclusive financial advisor to Stratasys, and Meitar Law Offices and Wachtell, Lipton, Rosen & Katz are serving as legal counsel.
About Stratasys
Stratasys is leading the global shift to additive manufacturing with innovative 3D printing solutions for industries such as aerospace, automotive, consumer products, healthcare, fashion and education. Through smart and connected 3D printers, polymer materials, a software ecosystem, and parts on demand, Stratasys solutions deliver competitive advantages at every stage in the product value chain. The world’s leading organizations turn to Stratasys to transform product design, bring agility to manufacturing and supply chains, and improve patient care.
To learn more about Stratasys, visit www.stratasys.com, the Stratasys blog, Twitter, LinkedIn, or Facebook. Stratasys reserves the right to utilize any of the foregoing social media platforms, including the Company’s websites, to share material, non-public information pursuant to the SEC’s Regulation FD. To the extent necessary and mandated by applicable law, Stratasys will also include such information in its public disclosure filings.
Stratasys is a registered trademark and the Stratasys signet is a trademark of Stratasys Ltd. and/or its subsidiaries or affiliates. All other trademarks are the property of their respective owners.
Forward-Looking Statements
This document contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the actual results of Stratasys Ltd. and its consolidated subsidiaries (“Stratasys”) may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements.
Such forward-looking statements include statements relating to the proposed transaction between Stratasys and Desktop Metal, Inc. (“Desktop Metal”), including statements regarding the benefits of the transaction and the anticipated timing of the transaction, and information regarding the businesses of Stratasys and Desktop Metal, including expectations regarding outlook and all underlying assumptions, Stratasys’ and Desktop Metal’s objectives, plans and strategies, information relating to operating trends in markets where Stratasys and Desktop Metal operate, statements that contain projections of results of operations or of financial condition and all other statements other than statements of historical fact that address activities, events or developments that Stratasys or Desktop Metal intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Stratasys’ or Desktop Metal’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” in Stratasys’ Annual Report on Form 20-F for the year ended December 31, 2022 and Part 1, Item 1A, “Risk Factors” in Desktop Metal’s Annual Report on Form 10-K for the year ended December 31, 2022, each filed with the Securities and Exchange Commission (the “SEC”), and in other filings by Stratasys and Desktop Metal with the SEC. These include, but are not limited to: factors relating to actions taken by or other developments involving Nano Dimension Ltd. (“Nano”), including any future unsolicited tender offer similar to its recently-expired partial tender offer for shares of Stratasys or Nano’s legal challenge to Stratasys’ shareholder rights plan, and actions taken by Stratasys or its shareholders with respect to such actions or developments; the ultimate outcome of the proposed transaction between Stratasys and Desktop Metal, including the possibility that Stratasys or Desktop Metal shareholders will reject the proposed transaction; the effect of the announcement of the proposed transaction on the ability of Stratasys and Desktop Metal to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; the timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals); other risks related to the completion of the proposed transaction and actions related thereto; changes in demand for Stratasys’ or Desktop Metal’s products and services; global market, political and economic conditions, and in the countries in which Stratasys and Desktop Metal operate in particular; government regulations and approvals; the extent of growth of the 3D printing market generally; the global macro-economic environment, including headwinds caused by inflation, rising interest rates, unfavorable currency exchange rates and potential recessionary conditions; the impact of shifts in prices or margins of the products that Stratasys or Desktop Metal sells or services Stratasys or Desktop Metal provides, including due to a shift towards lower margin products or services; the potential adverse impact that recent global interruptions and delays involving freight carriers and other third parties may have on Stratasys’ or Desktop Metal’s supply chain and distribution network and consequently, Stratasys’ or Desktop Metal’s ability to successfully sell both existing and newly-launched 3D printing products; litigation and regulatory proceedings, including any proceedings that may be instituted against Stratasys or Desktop Metal related to the proposed transaction; impacts of rapid technological change in the additive manufacturing industry, which requires Stratasys and Desktop Metal to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of Stratasys’ or Desktop Metal’s products; and disruptions of Stratasys’ or Desktop Metal’s information technology systems.
