Stratasys has received 120 million USD from Israeli private equity fund Fortissimo Capital for approximately 14% of its issued and outstanding ordinary shares.
Over 11,000,00 newly issued ordinary shares have been purchased at 10.30 USD per share, reflecting a premium of 10.6% over the closing market price on January 31, 2025. Previously, Fortissimo held approximately 1.5% of Stratasys shares, meaning the company is now among the largest single Stratasys shareholders.
Stratasys has said it expects Fortissimo's investment to enhance shareholder value, support the continued execution of its growth strategy, and further strengthen its balance sheet as it seeks to 'capture inorganic value-creation opportunities' in the additive manufacturing industry. Yuval Cohen, Founding and Managing Partner of Fortissimo, is to be appointed to the Stratasys Board in line with Fortissimo's investment, replacing a Stratasys director when the deal closes. The transaction is subject to review by the Committee on Foreign Investment in the United States (CFIUS) and will likely be closed in Q2 2025.
“Fortissimo’s investment underscores confidence in our leadership and performance, our ability to deliver solutions that solve customer needs and our long-term growth potential,” said Dr. Yoav Zeif, Director and Chief Executive Officer of Stratasys. “Fortissimo is an experienced private equity investor with a growth focus, deep understanding of our business and a proven track record of investment in private and public technology companies. We are excited to partner with Fortissimo and believe their meaningful investment and partnership-oriented approach will enable us to drive additional long-term value for all shareholders.”
“We believe in the future of additive manufacturing and are confident in Stratasys’ leading role in shaping the industry. We have long respected their history of solving customers’ critical manufacturing challenges and are confident they exemplify the necessary and strategic approach to fulfil the potential of 3D printing,” added Cohen. “We look forward to being a part of Stratasys’ next chapter as we collaborate with its strong management team to build on the company’s fundamental strengths to the benefit of the company’s stakeholders.”
Terms and conditions of Fortissimo’s investment in Stratasys
In connection with the transaction, Stratasys’ Board will exempt Fortissimo from Stratasys’ limited duration shareholder rights plan and Fortissimo will be subject to certain standstill undertakings, including that: (a) Fortissimo has the right to acquire up to 24.99% of the Stratasys issued and outstanding ordinary shares, but will be limited to 20% of the voting power in Stratasys; and (b) Fortissimo shall be permitted to conduct a tender offer for the purchase of at least 15% of the issued and outstanding ordinary shares provided that it brings their holding to at least 35% of the Stratasys issued and outstanding ordinary shares. For such tender offer to close, it would require an advisory vote of the unaffiliated shareholders.
In the event Fortissimo holds 20% of Stratasys' issued and outstanding ordinary shares, then, at the request of Fortissimo, Fortissimo is entitled to designate an additional nominee, bringing their Board representation to two directors (subject to meeting certain qualifications).
With the exception of Fortissimo, the existing terms of the limited duration shareholder rights plan remain the same for all Stratasys shareholders. The rights generally will become exercisable only if an entity, person or group acquires beneficial ownership of 15% or more of Stratasys’ outstanding ordinary shares in a transaction not approved by the Company’s Board.
The terms of the agreement also include an 18-month lock-up, as well as customary standstill provisions, subject to certain caveats specified below.
Stratasys posts unaudited Q4 2024 results
Alongside the announcement of Fortissimo's investment, Stratasys has also published its unaudited preliminary approximate financial results for the fourth quarter of 2024.
The key figures include:
- Revenue of $150.1 to $150.5 million, with hardware sequentially higher and consumables sequentially lower compared to the third quarter of 2024
- GAAP gross margin of 46.0% to 46.5%, non-GAAP gross margin of 49.4% to 49.7%.
- GAAP operating loss of $13.3 to $14.4 million, non-GAAP operating income of $9.0 to $9.5 million
- GAAP net loss of $15.3 to $16.5 million, non-GAAP net income of $8.1 to $8.6 million
- Adjusted EBITDA of $14.2 to $14.6 million
- Positive cash flow from operating activities
The company says it continues to expect to generate 8% in EBITDA margins for the full year 2025 at current revenue levels, and higher EBITDA margins at higher revenues. If it generates moderate revenue growth, Stratasys says it could generate at least 10% in EBITDA margins for the full year 2025. The company also expects to deliver meaningful positive cash flow from operating activities for the full year 2025.