3D Systems says willing to amend current proposal to Stratasys to add ‘go-shop’

3D Systems (DDD) issued a statement regarding Stratasys’ (SSYS) announcement that it has commenced a process to explore strategic alternatives, stating: “3D Systems welcomes Stratasys’ decision to respond to its shareholders and explore strategic alternatives after receiving overwhelming feedback that its Board had not properly evaluated all potential offers prior to entering into a merger agreement with Desktop Metal (DM). The message to the Stratasys Board from the recent comprehensive reports by ISS and Glass Lewis, as well as public and private feedback from Stratasys shareholders, together with the unequivocal, resounding vote of Stratasys shareholders yesterday, is clear: gain immediate scale, certainty and value by accepting 3D Systems’ current binding offer.3D Systems’ binding merger agreement, delivered to the Stratasys Board on September 13, 2023, expires on October 5, 2023, if not countersigned by Stratasys. Recognizing some shareholders may still want Stratasys to pursue a process, 3D Systems is willing to amend its current binding proposal to include a 60-day go-shop period. 3D Systems is willing to amend its offer this way in lieu of waiting for Stratasys’ announcement to evolve into an actionable sales process, which at this time appears highly uncertain and, based on precedent reviewed in the ISS and Glass Lewis reports, may remain uncertain for some time. During this period, Stratasys would be permitted to actively solicit alternative proposals to acquire Stratasys. In addition, the merger agreement would maintain its existing construct that permits Stratasys to terminate the merger agreement with 3D Systems to enter into a transaction that is deemed to be superior to the merger with 3D Systems. This go-shop period and termination right will allow the Stratasys Board to secure immediate and certain value for shareholders, while still running a comprehensive sale process.” President and CEO, Dr. Jeffrey Graves, added, “We continue to believe that a combination between 3D Systems and Stratasys presents the most attractive opportunity for Stratasys shareholders and the additive manufacturing industry at large, given the massive opportunity for scale and synergy realization.”