Stratasys has issued an announcement in response to a September 13 press launch from 3D Methods concerning the submission of an improved merger supply. The corporate says that the proposal referenced in 3D Methods September 13 press launch, the place the corporate introduced the supply of a signed merger settlement, didn’t revise any of the phrases of the September 6 proposal, which the Stratasys Board had already rejected.
Stratasys says that its Board of Administrators reviewed the 3D Methods September 6 proposal and unanimously decided that the revised supply, which Stratasys says is 35% decrease than the worth implied by 3D Methods July 13 proposal and includes consideration with a nominal worth of 15.26 USD per share, continues to ‘considerably undervalue Stratasys’ and isn’t a ‘superior proposal’ to the Desktop Metallic merger settlement.
Stratasys says the merger settlement filed by 3D Methods on September 13 is in ‘considerably the identical type’ because it shared with the Stratasys Board on September 6. Stratasys says its Board’s response to the September 6 revised proposal stays unchanged.
Stratasys claims that the September 13 press launch from 3D Methods comprises a variety of ‘false and deceptive’ statements. The corporate says that opposite to statements made by 3D Methods President and CEO Dr. Jeffrey Graves, that the Stratasys Board was “solely within the look of engagement to appease shareholders”, Stratasys carried out a ‘thorough due diligence course of’ spanning two months, with ‘lots of of hours’ invested by Stratasys’ Board, administration, and advisors.
Stratasys says that as beforehand disclosed, it communicated its issues relating to the July 13 proposal on August 22, together with primarily based on the findings of its due diligence overview. The corporate claims that 3D Methods’ September 6 proposal, didn’t sufficiently tackle these issues and didn’t represent a superior proposal to the Desktop Metallic merger settlement.
Learn extra:
Stratasys’ largest shareholder Nano Dimension to vote towards Desktop Metallic merger
Stratasys terminates talks with 3D Methods after revised proposal value $27 per share
Stratasys to enter discussions with 3D Methods regardless of Desktop Metallic merger settlement
Stratasys says {that a} declare from 3D Methods that the Stratasys Board is ‘entrenched’ is ‘opposite to reality’. The corporate says that because it reiterated in its September 12 press launch, it was ‘very clear’ with 3D Methods that it was not involved concerning the ‘particular composition’ of a mixed firm’s board, regardless of Stratasys shareholders’ massive possession, however it did insist on an ‘applicable administration construction’ to make sure the advantages of the merger could be achieved.
The corporate claims that 3D Methods was unable to deal with this concern or present ‘any element’ on its plans to make sure that the mixed firm would have a ‘best-in-class’ administration staff.
The Stratasys press launch mentioned that the ‘entrenchment’ was not on the Stratasys aspect, claiming: “Entrenchment? Maybe. However not by Stratasys.”
Stratasys says that it ‘not stunning’ that 3D Methods continues to pursue an ‘opportunistic’ acquisition of Stratasys that’s ‘bigger than its personal market cap, revenues, and earnings’, given considerably ‘sub-par’ enterprise metrics, deteriorating standalone enterprise outlook and its debt-repayment horizon.
Stratasys says that it believes the July 27 press launch from 3D Methods that set a goal date of August 4 for completion of merger discussions and the coming into of a transaction between the businesses was supposed to strain Stratasys to restrict its diligence course of and enter right into a deal earlier than ‘underperformance’ from 3D Methods turned public on August 9 with the discharge of its ‘disappointing’ second quarter earnings report.
The corporate additionally says it believes the ‘hole’ between the market caps, revenues and earnings will ‘proceed to widen’ over the subsequent few quarters. Stratasys additionally claims that it has develop into clear that 3D Methods, in mild of a “low margin enterprise portfolio, mismanagement leading to quarter after quarter of misses, and the deterioration of its enterprise at an accelerating fee given current buyer developments”, has no choice however to tie itself to a ‘stronger enterprise’.
The corporate says that Nano Dimension had the identical purpose as 3D Methods, and the Stratasys shareholders ‘knew higher’.
Stratasys additionally filed an investor presentation reiterating its causes for the Board’s rejection of the September 6 3D Methods proposal, which may be discovered right here.
