Stratasys, based in Minneapolis, USA, has announced that its Board of Directors, after careful review and consultation with its independent financial and legal advisors, has determined that the proposal from 3D Systems Corporation to acquire Stratasys does not constitute a superior proposal and does not provide a basis upon which to enter into discussions with 3D Systems.
On May 25, 2023, Stratasys entered into a merger agreement with Desktop Metal, whereby the latter agreed to combine with Stratasys in an all-stock transaction. The press release stated that the Stratasys Board had not changed its unanimous approval, recommendation and declaration of advisability of the transaction with Desktop Metal.
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In a further press release from Stratasys, the company urged shareholders to reject the earlier Nano Dimension offer for the company. In this release, it was stated that, as previously announced, Stratasys’ board had unanimously determined that the partial tender offer by Nano Dimension Ltd to acquire ordinary shares of Stratasys for $18.00 per share in cash substantially undervalues the company and was not in the best interests of Stratasys shareholders.
On the same day as the above announcements, 3D Systems provided an update to its shareholders that re-affirmed its commitment to a merger with Stratasys. In this release, 3D Systems’ president and CEO Dr Jeffrey Graves stated, “Following the overwhelmingly positive market reaction to our proposal and the positive outreach we have received from numerous shareholders, we felt it was important to provide a public update to our shareholders, given that Stratasys has not engaged with 3D Systems since we sent our proposal twenty-one days ago, or commented publicly other than confirming receipt of our proposal.”
“We remain steadfast that the combination of our two companies offers our collective shareholders the most compelling immediate value, long-term upside, and certainty to close. The Additive Manufacturing industry is at a pivotal moment — and we believe that now is the right time to pursue this combination in order to leverage the advantages of scale that our combined company would deliver. We are confident that our proposal is superior to Stratasys’s existing transaction, and as such, we would expect the Stratasys Board to engage promptly with us to reach agreement on a transaction for the benefit of shareholders of both companies. We are committed to bringing this combination to fruition as quickly as possible,” continued Graves.
As of market close on Friday, June 16, the proposal from 3D Systems represented a value of $19.31 per Stratasys share, a ~30% premium to Stratasys’ closing share price on May 24, 2023, the last trading day before the announcement of the proposed Stratasys-Desktop Metal transaction.