Stratasys has announced that it will hold an “Extraordinary General Meeting of Shareholders” (EGM) on Thursday, September 28, 2023. The meeting will see shareholders vote on approval of certain matters in connection with the merger agreement between Stratasys and Desktop Metal.
An SEC filing included a letter from Stratasys CEO Yoav Zeif and Desktop Metal CEO Ric Fulop. The CEOs said: “We cannot complete the Merger unless the Desktop Metal stockholders approve the Desktop Metal Merger Agreement proposal and the Stratasys shareholders approve the Stratasys Merger-related proposal. Your vote on all of the matters to be considered at the Stratasys EGM and Desktop Metal special meeting is very important, regardless of the number of shares you own.”
This comes after Stratasys had engaged in discussions with 3D Systems to determine whether the company’s July 13 proposal would result in a “superior proposal” to the Desktop Metal merger agreement.
According to the SEC filing, representatives of Stratasys met with representatives of 3D Systems on August 22. Stratasys says that it conveyed to 3D Systems areas of concern regarding the transaction and combined company, based on results of Stratasys’ due diligence review.
Stratasys says it also conveyed to 3D Systems that the latest proposal was not itself a transaction that it would be prepared to enter into. Stratasys has said that it has not determined the latest proposal from 3D Systems is superior to the Desktop Metal merger, but will continue to engage in discussion with the company.
The filing says that the Stratasys Board has not changed its unanimous approval, recommendation, and declaration of advisability of the merger with Desktop Metal. Stratasys said in the filing: “The Stratasys Board of Directors strongly encourages you to vote in favour of the Stratasys Merger-related proposal at the Stratasys EGM, and to thereby enable the value-adding merger with Desktop Metal.”
The full SEC filing can be found here.
Read more:
A complete timeline of the Stratasys + Nano Dimension + Desktop Metal + 3D Systems story (so far)
Stratasys and Desktop Metal to merge in deal worth $1.8 billion
Stratasys & Desktop Metal: What we know so far
7 things we learned from Stratasys & Desktop Metal’s Joint Transaction Investors Call
TCT Interview – Stratasys CEO Yoav Zeif details the strategy behind Desktop Metal merger
3D Systems submits third Stratasys takeover offer, worth $2 billion
Stratasys to enter discussions with 3D Systems despite Desktop Metal merger agreement
Stratasys has presented three proposals to be voted on at the meeting, listed below, and has recommended that shareholders vote “For” each of the three:
- Approval of certain matters to be effected in connection with the Agreement and Plan of Merger, or the Merger Agreement, dated May 25, 2023, by and among Stratasys, Tetris Sub Inc., a wholly-owned subsidiary of Stratasys, or Merger Sub, and Desktop Metal, Inc., a Delaware corporation, or Desktop Metal, pursuant to which Merger Sub will merge with and into Desktop Metal (referred to as the Merger), with Desktop Metal surviving as a direct, wholly-owned subsidiary of Stratasys, including: (i) the issuance of Stratasys ordinary shares, par value NIS 0.01 per share, or Stratasys ordinary shares, to the stockholders of Desktop Metal, in exchange for the shares of Desktop Metal Class A common stock, par value $0.0001 per share, or Desktop Metal Class A common stock, held by them, at a ratio of 0.123 Stratasys ordinary shares per share of Desktop Metal Class A common stock, as consideration under the Merger Agreement; (ii) the adoption of amended and restated articles of association for Stratasys with effect from immediately prior to the effective time of the Merger under the Merger Agreement, which will include an increase of the authorized share capital of Stratasys from NIS 1,800,000, consisting of 180,000,000 ordinary shares, par value NIS 0.01 per share, to NIS 4,500,000, consisting of 450,000,000 ordinary shares, par value NIS 0.01 per share; and (iii) the election of a slate of five designees of Stratasys and five designees of Desktop Metal, as well as the combined company’s chief executive officer, as the members of Stratasys’ board of directors, or the Board, each of whose term will commence on the effective time of the Merger and until the first annual general meeting of the combined company following the one-year anniversary of the effective time, and until the due election and qualification of each designee’s respective successor, or until each such designee’s earlier resignation, replacement or removal.
- Subject to the approval of Proposal 1, the approval of the extension of the expiration date of Stratasys’ existing shareholder rights plan for a twelve (12)-month period from its original expiration date, i.e., until July 24, 2024.
- The approval of an increase by 2,075,625, upon completion of the Stratasys EGM, and by an additional 1,065,867, upon and subject to completion of the Merger, in the number of Stratasys ordinary shares available for issuance under Stratasys’ 2022 Share Incentive Plan.
