3D Systems (NYSE:DDD) (the “Company”) today announced that it has submitted an enhanced proposal to the Board of Directors of Stratasys Ltd. (NASDAQ: SSYS) (“Stratasys”) to combine the two companies in a cash and stock transaction that would convert each Stratasys ordinary share into $7.50 in cash and 1.3223 newly issued shares of 3D Systems common stock. Under the terms of the revised offer, the combination would result in Stratasys shareholders owning approximately 41% of the combined company and receiving approximately $540 million in cash at the time of consummation of the transaction.
Highlights
- Proposal is More Favorable to Stratasys Shareholders Than the Announced Desktop Metal Combination and Should be Deemed a Superior Proposal by the Stratasys Board
- Creates Unparalleled Additive Manufacturing Leader with Complementary Leading-Edge Technologies Positioned to Service Nearly Every Vertical in the 3D Printing Market
- Conference Call to Discuss Enhanced Proposal on Tuesday, June 27 at 8 a.m. EDT
3D Systems’ June 27 proposal represents meaningful enhancements to its previous proposal submitted to the Stratasys Board on May 30, 2023, and continues to be underscored by prior discussions between 3D Systems’ and Stratasys’ management teams, including a diligence meeting held in September 2022. The Company believes the June 27 proposal is superior to Stratasys’ announced combination with Desktop Metal. The key features of 3D Systems’ proposal include:
- Improved Value
- As of market close on June 26, the proposal represents a value per Stratasys share of approximately $20 based on 3D Systems’ 10-day volume-weighted average price (“VWAP”), representing a premium of 33% to the Stratasys closing share price on May 24, 2023, the last trading day prior to the announcement of the transaction with Desktop Metal.
- Inclusive of estimated cost synergies, represents a value of at least approximately $26 per Stratasys share, or an approximately 71% value uplift, inclusive of cost synergies.1
- 3D Systems would also be open to offering Stratasys shareholders the opportunity to choose their preferred consideration mix, subject to customary limits on the aggregate amount of cash and stock 3D Systems will include in the transaction.
- Improved Certainty
- Entrance into a definitive merger agreement on terms that provide Stratasys shareholders with at least as much deal certainty as the existing all-stock merger agreement with Desktop Metal.
- No CFIUS or ITAR approvals required, unlike the proposed Stratasys-Desktop Metal transaction, and continued confidence that all applicable regulatory clearances will be obtained.
President and CEO Dr. Jeffrey Graves stated, “We are resolute in pursuing a friendly combination of 3D Systems and Stratasys. It is clear to us that we have presented the Stratasys Board with a superior proposal to the proposed Desktop Metal transaction. We believe there is no better opportunity to leverage the combined strength of our complementary portfolio and create an innovative additive manufacturing leader with unmatched global scale and we are encouraged by the overwhelmingly positive response we’ve received from the market.”
Strategic and Financial Highlights of the 3D Systems and Stratasys Combination
- Scale Drives Leadership: Delivers immediate scale for leadership in the rapidly growing and fragmented additive manufacturing industry.
- Complementary Technology Portfolio: Combination of proven technologies with limited overlap, creating a combined portfolio better positioned to service nearly every vertical in the 3D printing market today.
- Significant Cost Synergies: Highly certain value creation potential through realization of at least $100 million in cost synergies across SG&A savings, R&D integration and COGS optimization, jointly identified by members of both companies’ management teams during due diligence sessions in September 2022, in addition to significant revenue opportunities not currently included in 3D Systems’ pro forma valuation analysis.
- Industry Leading Financial Profile: Estimated LTM combined revenue of $1.2 billion and ~$150 million in pro forma cash on the combined company balance sheet with a combined ~12% EBITDA margin2 and no debt or equity financing contemplated.
- Meaningful Growth Opportunities from Regenerative Medicine: Unmatched bioprinting leadership potential, with a clear road map for human applications, including human trials for 3D printed lungs anticipated by 2026.
3D System’s Proposal Promises to Deliver More Value to Stratasys Shareholders Than the Proposed Desktop Metal Combination
In its rejection of 3D Systems’ May 30 proposal, Stratasys turned down a transaction that 3D Systems believes promises straightforward and highly achievable value creation. The Company believes Stratasys relies on assumptions that are unfounded and unreasonable in order to claim its acquisition of Desktop Metal will create significant value. These assumptions include:
- A Sudden and Significant Shift in Projected Desktop Metal Performance: Stratasys management’s EBITDA projections for Desktop Metal unrealistically assume sudden and meteoric growth and the realization of speculative revenue synergies by Desktop Metal, a company that has not delivered on its growth prospects or any of its financial commitments since its de-SPAC “IPO” in 2020.
- Turnaround of a 28-year-old Metals Technology: Stratasys continues to tout Desktop Metal’s binder jet technology as the future of mass-produced additively manufactured metal products, but after nearly three decades, all players focused on binder jet metals have only amassed a 4% share of the total market, largely due to inferior technology. Binder jet technology continues to face significant challenges to demonstrate its viability, achieve scale for mass production and generate a profit.
- Unrealistic Cost Synergy Assumptions: Stratasys has stated the Desktop Metal transaction will result in $50 million of cost synergies. The Company does not believe that is achievable. This $50 million is incremental to the $100 million of standalone cost reductions previously announced by Desktop Metal, which equates to 60% of Desktop Metal’s 2022 operating expenses based on 3D Systems’ analysis.
- Highly Speculative Revenue Synergies: Stratasys also cites significant value creation potential through the realization of speculative revenue synergies from manufacturing and mass production. The Company believes investors should be skeptical of such revenue synergies as they are hard to establish and forecast until actually achieved.
- Highly Speculative and Unsupported Multiple Re-rating: In rejecting the 3D Systems proposal, Stratasys published a valuation analysis that predicated 65% of the potential uplift from the Desktop Metal merger on a multiple re-rating that 3D Systems believes is highly speculative and unsupported.
- An Inferior Financial Profile: The Company’s analysis shows that the combination with Desktop Metal will create a combined company with lower pro forma revenue, lower gross profit, negative EBITDA margin and negative free cash flow. 3D Systems believes Desktop Metal’s historical track record of operating losses, impairments and cash burn will introduce significant risk to Stratasys’ financial profile in the coming years.
Dr. Graves concluded, “As we have shown through our enhanced proposal, we remain ready and willing to deliver our collective shareholders the tremendous value creation potential offered by a combination of our two companies. We strongly urge the Stratasys Board to engage with us constructively on a friendly agreement for the benefit of our collective shareholders, employees and customers.”
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.
For accompanying slides, please visit the Company’s website.
Company Press Release
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