Filed by Stratasys Ltd.
(Commission File No. 001-35751)
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Desktop Metal, Inc. (Commission
File No. 001-38835)
The following press release was issued by Stratasys Ltd. on June
7, 2023.
FOR IMMEDIATE RELEASE
Stratasys Mails Letter to Shareholders
Recommends Shareholders Not Tender Shares into
Nano Tender Offer and Urges Shareholders to
Deliver a Notice of Objection Against the Partial
Offer
MINNEAPOLIS & REHOVOT, Israel – June 7, 2023 –
Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys” or the “Company”), a leader in polymer 3D printing solutions, today
announced that the Company has mailed a letter to shareholders in connection with Nano Dimension Ltd.’s unsolicited partial tender
offer to acquire ordinary shares of Stratasys for $18.00 per share in cash. The letter being mailed to shareholders can be found at www.NextGenerationAM.com/NanoObjection
along with other materials related to Nano’s tender offer, which the Stratasys Board of Directors has unanimously determined to
be inadequate and not in the best interests of Stratasys and its shareholders.
Full text of the letter follows:
Dear Stratasys Shareholder,
On May 25, 2023, Nano Dimension Ltd. (“Nano”)
submitted an opportunistic, coercive, highly conditional partial tender offer to acquire ordinary shares of Stratasys for $18.00 per share
in cash.
The Stratasys Board of Directors, after consultation with
its independent financial and legal advisors, unanimously determined that the partial tender offer substantially undervalues Stratasys
and is NOT in the best interests of our shareholders.
The Board recommends Stratasys shareholders
NOT tender shares into the Nano tender offer
and urges Stratasys shareholders to deliver a notice of objection against the partial
offer.
Under Israeli tender offer rules, Nano’s tender offer
will fail if the shares covered by submitted Notices of Objection are greater than or equal to the number of shares tendered in the offer.
Simply not tendering is not sufficient to express opposition to the tender offer and could result in non-tendering shareholders being
left as minority shareholders in a company controlled by Nano. The subsequent four-day offering period after the tender offer closes allows
shareholders to tender even if you have objected during the initial offer period. Therefore, we strongly urge shareholders to file their
notice of objection in order to reduce the risk of becoming a minority shareholder.
To deliver a Notice of Objection,
contact your broker and follow the instructions provided in
the attached mailing and instruct them to deliver a Notice of Objection on
your behalf.
If you have already tendered your
shares, you can still withdraw them.
Stratasys Has a Winning Growth Strategy
and Significant Upside Potential from the Pending Merger with Desktop Metal
On May 25, 2023, Stratasys entered into a definitive agreement
to combine with Desktop Metal in an all-stock transaction, which was unanimously approved by the Stratasys Board and is expected to deliver
significant value for shareholders. The Desktop Metal transaction is expected to close in Q4 2023.
The Desktop Metal combination is expected to deliver compelling
strategic benefits in line with Stratasys’ growth strategy, including:
Scale |
Product portfolio |
Innovation and expertise |
● |
The first AM company to achieve comprehensive scale |
● |
Fully complementary AM platform offerings with minimal overlap |
● |
Substantial combined R&D team and patent portfolio – 800+ scientists and engineers; $500M 4-year cumulative R&D spend1 |
● |
Leading Polymer and Metal player, delivering industrial Polymer, Metal, Sand and Ceramic Solutions from Design to Mass Production |
● |
Superior multi-AM technology portfolio (HW / Material / SW / Service) |
● |
3,400+ patents granted and pending driving innovation across a differentiated materials library |
● |
Targeting $1.1B in revenue by 2025 |
● |
Largest materials and SW platform |
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● |
+50% of revenue from mass production solutions – one of the fastest growing segments in AM |
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Unparalleled distribution |
Powerful synergies |
Robust financials |
|
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● |
One of the largest global go-to-market networks in 3D printing |
● |
~$50M in additional expected run-rate cost synergies2 |
● |
Scaled and profitable pro forma entity |
● |
Creates significant cross-sell potential for recognizable brands |
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~$50M in expected run-rate revenue synergies |
● |
Combined business is expected to generate positive operating cash flow for the 12-mo. period post-closing |
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First in class customer support capabilities |
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Targeting 10 - 12% adjusted EBITDA margin in 2025 |
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Well-capitalized to drive future growth. Together, the companies had ~$437M3 of cash as of 1Q 2023 |
Nano’s Partial Tender Offer
Is Inadequate, Significantly Undervalues Stratasys, and Has Been Made with Questionable Authority
| 1 | Reflects cumulative 2019-2022 non-GAAP figures |
| 2 | In addition to the previously announced cost reduction plans
by Desktop Metal, implemented 2022-2023 |
| 3 | Includes cash and cash equivalents and short-term investments,
before executing the Covestro acquisition |
The Stratasys Board considered a number of factors in reaching
its recommendation that shareholders reject Nano’s partial tender offer and deliver a Notice of Objection.
| ● | The
partial tender offer is coercive and highly opportunistic. Despite previously having proposed an acquisition of Stratasys
at $20.05 per share, which the Board rejected, Nano’s partial tender offer only offers shareholders $18.00 per share, a ~10% discount
to the most recent bid to the Board. |
| ● | Nano’s
campaign is of questionable legal authority. The composition and legitimacy of Nano’s Board and management team, and consequently,
Nano’s authority to make and consummate the partial tender offer, remain subject to adjudication in the Israeli courts. |
| ● | The
Nano offer is subject to obtaining approval from the Committee on Foreign Investment in the United States (CFIUS), which
will likely take several months, and other unspecified regulatory approvals, and so is highly contingent and unlikely to close on
June 26. |
The Stratasys Board Urges Shareholders
to Deliver a Notice of Objection Against the Partial Tender Offer
To deliver a Notice of Objection,
contact your broker and follow the instructions provided in the attached mailing and instruct them to deliver a Notice of Objection on
your behalf.
Not taking any action is not sufficient to express opposition
to the tender offer and could lead to Nano acquiring a controlling interest in Stratasys. Under Israeli tender offer rules, Nano’s
tender offer will fail if the shares covered by submitted Notices of Objection are greater than or equal to the number of shares tendered
in the offer. If you have tendered any of your Stratasys ordinary shares, you can still withdraw them and submit a Notice of Objection.
Thank you for your support.
The Stratasys Board of Directors
For assistance filing a Notice of Objection or
withdrawing your Stratasys ordinary shares,
please contact your broker or Stratasys’
information agent:
Morrow Sodali LLC
509 Madison Avenue, 12th Floor
New York, NY 10022
Call toll-free (800) 662-5200 or (203) 658-9400
Email: SSYS@info.morrowsodali.com
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 the partial tender offer
commenced by Nano Dimension Ltd. (“Nano”), including actions taken by Nano in connection with the offer, actions taken by
Stratasys or its shareholders in respect of the offer and the effects of the offer on Stratasys’ businesses, or other developments
involving Nano, 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.
These risks, as well as other risks related to
the proposed transaction, will be included in the registration statement on Form F-4 and joint proxy statement/prospectus that will be
filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. While the list of factors
presented here is, and the list of factors to be presented in the registration statement on Form F-4 are, considered representative, no
such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other
factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Stratasys’
and Desktop Metal’s respective periodic reports and other filings with the SEC, including the risk factors identified in Stratasys’
and Desktop Metal’s Annual Reports on Form 20-F and Form 10-K, respectively, and Stratasys’ Form 6-K reports that published
its results for the quarter ended March 31, 2023, which it furnished to the SEC on May 16, 2023, and Desktop Metal’s most recent
Quarterly Reports on Form 10-Q. The forward-looking statements included in this communication are made only as of the date hereof. Neither
Stratasys nor Desktop Metal undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances,
except as required by law.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Important Additional Information
In connection with the proposed transaction, Stratasys
intends to file with the SEC a registration statement on Form F-4 that will include a joint proxy statement of Stratasys and Desktop Metal
and that also constitutes a prospectus of Stratasys. Each of Stratasys and Desktop Metal may also file other relevant documents with the
SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement
or any other document that Stratasys or Desktop Metal may file with the SEC. The definitive joint proxy statement/prospectus (if and when
available) will be mailed to shareholders of Stratasys and Desktop Metal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration
statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about Stratasys,
Desktop Metal and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with, or furnished, to the SEC by Stratasys will be available free of charge on Stratasys’ website
at https://investors.stratasys.com/sec-filings. Copies of the documents filed with the SEC by Desktop Metal will be available free of
charge on Desktop Metal’s website at https://ir.desktopmetal.com/sec-filings/all-sec-filings.
This communication is not an offer to purchase or a solicitation of
an offer to sell the ordinary shares of Stratasys. In response to a tender offer commenced by Nano, Stratasys has filed with the Securities
and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9. STRATASYS SHAREHOLDERS ARE ADVISED TO READ STRATASYS’
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO ANY TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Stratasys
shareholders may obtain a copy of the Solicitation/Recommendation Statement on Schedule 14D-9, as well as any other documents filed by
Stratasys in connection with the tender offer by Nano or one of its affiliates, free of charge at the SEC’s website at www.sec.gov.
In addition, investors and security holders may obtain free copies of these documents from Stratasys by directing a request to Stratasys
Ltd., 1 Holtzman Street, Science Park, P.O. Box 2496, Rehovot 7612, Israel, Attn: Yonah Lloyd, VP Investor Relations, or by calling +972-74-745-4029.
Participants in the Solicitation
Stratasys, Desktop Metal and certain of their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information
about the directors and executive officers of Stratasys, including a description of their direct or indirect interests, by security holdings
or otherwise, is set forth in Stratasys’ proxy statement for its 2022 Annual General Meeting of Shareholders, which was filed with
the SEC on August 8, 2022, and Stratasys’ Annual Report on Form 20-F for the fiscal year ended December 31, 2022, which was filed
with the SEC on March 3, 2023. Information about the directors and executive officers of Desktop Metal, including a description of their
direct or indirect interests, by security holdings or otherwise, is set forth in Desktop Metal’s proxy statement for its 2023 Annual
Meeting of Stockholders, which was filed with the SEC on April 25, 2023 and Desktop Metal’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2022, which was filed with the SEC on March 1, 2023. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint
proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials
become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting
or investment decisions. You may obtain free copies of these documents from Stratasys or Desktop Metal using the sources indicated above.
Contacts
Investor Relations
Yonah Lloyd
CCO / VP Investor Relations
Yonah.Lloyd@stratasys.com
Morrow Sodali
SSYS@info.morrowsodali.com
(800) 662-5200
(203) 658-9400
U.S. Media
Ed Trissel / Joseph Sala / Kara Brickman
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Israel Media
Rosa Coblens
VP Sustainability, Public Relations IL & Global Internal Communications
Rosa.Coblens@stratasys.com
Yael Arnon
Scherf Communications
yaela@scherfcom.com
+972527202703
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