3D Systems Sets Target Date for Due Diligence Process Completion and Merger Talks
Company confirms merger consideration outlined in latest proposal and binding merger agreement is best and final.
July 28, 2023
3D Systems Corp. has announced a target date of August 4, 2023 for completion of due diligence and merger agreement discussions with Stratasys Ltd. This marks the culmination of efforts that commenced with the announcement on July 17, 2023 by the board of Stratasys that the 3D Systems’ binding offer of July 13, 2023 “would reasonably be expected to result in a ‘Superior Proposal’ as defined in Stratasys’ merger agreement with Desktop Metal, Inc.”
With the conclusion of these efforts by Stratasys and 3D Systems on or about August 4, 3D Systems expects that Stratasys would be in a position to agree with Desktop Metal to terminate their agreement, 3D Systems would pay the termination fee that Stratasys will owe to Desktop Metal, and Stratasys and 3D Systems would execute a merger agreement.
In addition, 3D Systems confirmed that the form and amount of merger consideration offered by 3D Systems on July 13 for each Stratasys share is the company’s best and final proposal. The July 13 binding offer stated that each Stratasys share will convert into $7.50 in cash and 1.5444 shares of the combined company, representing ownership by the Stratasys shareholders, in the aggregate, of approximately 44% of the shares of the combined company, in addition to the approximately $540 million of aggregate cash consideration being offered.
3D Systems remains poised to resolve any comments that Stratasys may have on terms, other than the form and amount of merger consideration, set forth in the July 13 merger agreement that 3D Systems publicly filed with the SEC.
Since July 17, the two management teams and their respective advisors have exchanged due diligence materials and held multiple meetings to discuss synergies, internal projections and otherwise confirm the attractiveness of a combination. Based on these exchanges and meetings, which remain ongoing, 3D Systems has now increased its initial projections and is confident that it will be able to deliver cost synergies of at least $110 million, compared to its prior estimates of $100 million.
The merger agreement that 3D Systems submitted on July 13 tracks the Desktop Metal merger agreement and contains a number of provisions for the benefit of Stratasys shareholders that are absent from the Desktop Metal merger agreement. These provisions were designed to improve certainty of closing and enhance Stratasys’ ability to maximize value for shareholders, including a provision for the Stratasys board to terminate the merger agreement to accept a superior proposal.
As detailed in the registration statement on Form F-4 that Stratasys filed with the SEC, Stratasys completed its due diligence review of Desktop Metal in 14 days and, in parallel, completed negotiation of the merger agreement with Desktop Metal in seven days.
“We are pleased that through these initial discussions, we have been able to increase our estimated cost synergies,” Dr. Jeffrey Graves, president and CEO, says. “The value of this combination is clear and our binding proposal represents a significant premium to Stratasys shareholders.We are fully committed to engaging with Stratasys to complete the reciprocal due diligence processes. In addition, we stand ready to hammer out a definitive agreement reflecting the form and amount of merger consideration that served as the basis for the Stratasys Board determination two weeks ago. We believe that we can complete these processes in another eight days at most, and have set August 4 as a target date.”
Goldman Sachs & Co. LLC is acting as exclusive financial advisor and Freshfields Bruckhaus Deringer (US) LLP, together with Herzog, Fox & Neeman in Israel, is acting as legal counsel to 3D Systems in connection with the proposed transaction.
Sources: Press materials received from the company and additional information gleaned from the company’s website.
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