MINNEAPOLIS, MN and REHOVOT, ISRAEL - April 16, 2012 - Stratasys, Inc. (NASDAQ:
SSYS), a leadingmanufacturer of 3D printers and production systems for prototyping
and manufacturingapplications, and privately held Objet Ltd., a leading manufacturer
of 3Dprinters for rapid prototyping, today announced that the boards of directors
ofboth companies have unanimously approved a definitive merger agreement underwhich
the companies would combine in an all-stock transaction with a combinedequity value
of approximately $1.4 billion, based upon the closing price of Stratasys common stock on April 13, 2012. The transaction will position the combined company as a leader within thehigh-growth 3D printing and direct digital manufacturing industry.
Under the terms of the agreement, Stratasys will merge with a subsidiary of Objet,
and Stratasysshareholders will receive one share of the new combined company for
each shareof Stratasys common stock they own. Upon closing of the transaction,
Stratasys shareholders are expected to own 55 percent and Objet shareholders are
expected to own 45 percent of the combined company on a fully diluted basis using the
treasury stock method.
The combined company, which will retain the Stratasys name and operate under the name
Stratasys Ltd., willhave dual headquarters in Eden Prairie, Minnesota and Rehovot,
Israel, the locations of Stratasys and Objet's current headquarters, respectively, and will be registered in Israel.?? Thecompany will continue to trade on NASDAQ under the ticker SSYS. Scott Crump, co-founder, current chief executive officer and chairman of Stratasys, will become full-time chairman ofthe combined company. Upon completion ofthe transaction, the combined company will also form an executive committee comprised of four members of the board of directors whose duties will include overseeing the integration of Stratasys and Objet and implementing the combined company's business strategy. Elchanan Jaglom, current chairman of Objet, will serve as chairman of the executive committee of the combined company.
David Reis, current chief executive officer of Objet, will become chief executive officer of the combinedcompany. Following the closing of thetransaction, the board of directors of the combined company will consist of nine directors, with four directors designated by Stratasys and four directors designated by Objet. One additional director will be designated by Stratasys and approved by Objet.
The merger of Stratasys and Objet is expected to create a world class company offering an impressive portfolio of 3D printing and direct digital manufacturing solutions. The combined company should be well positioned to provide customers with the right solution by offering systems that produce parts with a wide range of capabilities and materials. The combined marketing and sales capabilities will provide extensive geographic reach, which should help grow customer awareness of the many opportunities to employ 3D printing and rapid prototypingtechniques. Existing customers willbenefit from a broader range of products that offer complementary functionality, which will create opportunities to cross-sell the product lines into the combined company's installed base. In addition, the combined company expects to expand its access to new customers across multiple industries. With a significant increase in scale, the new Stratasys will seek to grow efficiently and faster through its combined organization.
"Today marks a significantmilestone for Stratasys and an important development
for the 3D printing anddirect digital manufacturing industry," said Scott Crump, chief executive officer and chairman of Stratasys. "We are bringing together two of the most innovative and respected players in the field to create a global leader in a high-growth industry. Together we will have a broader and more comprehensive product and technology portfolio, and the resources, team and financial strength to achieve our goals. Buildingon the success of both companies, I am confident that we will capitalize on themany opportunities this combination
creates for our shareholders, channel partners, customers, employees and other important stakeholders. We look forward to completing this transaction and to building significant long-term value for our shareholders."
"We are excited to be joiningforces with Stratasys," said David Reis, chief executive officer of Objet. "This transaction creates an organization that will provide a broad range of rapid prototyping and direct digital manufacturing applications to our customers, and the ability to bring exciting new products to the market. With an impressivetechnology portfolio, great talent, and an extensive sales and marketing channel, we will be well positioned to achieve efficient growth, expand our distribution reach and create value for all of our stakeholders. We look forward to working with Stratasys employees to take our combined company to the next
Strategic and Financial Benefits of Transaction
- Impressive Product Portfolio: With an expansive product and technologyportfolio, the combined company will offer customers the right solutions for a broad range of applications within a wide range of industry verticals. The combined company will offer complementary products and materials and bring together Objet's expertise in design verification and visualization with Stratasys' leadership in functional testing and direct digital manufacturing. The combinedcompany will offer Stratasys' advanced FDM(r) Technology, ideal for functional prototypes and applications requiring high levels of durability, Stratasys' Solidscape(r)
technology, used to make complex wax patterns for the investmentcasting process of finished parts, and Objet's PolyJet(tm) technology, which provides high resolution printing suited for rapid prototyping and applications thatrequire high feature detail and a finer surface finish.
- Expanded Sales and Marketing Reach: The combined sales and marketingorganization
will include more than 260 resellers and selling agent entities around the world, allowing customers to streamline purchasing processes and provide new access to solutions that address their needs. In addition, this combination will result in greater distribution reach and enhanced opportunities for cross selling into the combined company's installed base. The combined company will also offer improved customer service by joining two experienced teams capable of servicing a combined product line and technology portfolio.
- Enhanced Capabilitiesand Scale: The merger will yield an even more impressive research and development team that includes a world class team of engineers and product developers. The combined company will be well positioned to remain at the forefront of innovation within a dynamic industry that is poised to transform the process of new product design and manufacturing. Together, Stratasysand Objet will have more capabilities to develop new consumables and systems than either Stratasys or Objet could alone. In addition, the combined company's competitive position is expected to be improved by a scaled
organization with a more comprehensive reach.
- Strong Leadership and Management Team: Scott Crump, co-founder, current CEO and
chairman of Stratasys, together with Elchanan Jaglom, the current chairman of Objet, were the visionaries behind combining the two companies. Upon completion of the transaction, Scott Crump and Elchanan Jaglom will continue to jointly provide visionary leadership for the combined company. Scott Crump will become full-time chairman of the combined company, leading innovation. Elchanan Jaglom will serve as chairman of the executive committee of the combined company. David Reis, current Objet CEO, will become CEO of the combined company, bringing proven executive leadership skills that will be critical in guiding the company toward future growth. David Reis has been CEO of Objet since 2009 and a member of the Objet board of directors since 2003. Prior to becoming CEO of Objet, he spent several years in the wide-format 2D printing industry as CEO and president at NUR Macroprinters and Scitex Vision.
- Strengthened Financial Performance: The transaction is expected to be accretive to cash earnings per share within the first 12 months after closing. The merger is expected to create significant revenue synergies from increased sales, which will stem from the combined company's expanded sales reach and product portfolio, as well as from cross-selling of the complementary product portfolio to the existing combined customer base. Beginning 18 months after the close of the transaction, the combined company also expects to be generating between $7 and $8 million of annual net cost synergies, primarily resulting from several cost avoidance measures including the better allocation of current and future resources, the reduction in future recruitment costs, and the reduction in shared G&A expenses and corporate overhead, as the combined company continues to grow. In addition, the combined company expects to achieve between $3 and $4 million in annual tax savings also beginning 18 months after the transaction closes.
- Attractive Long-Term Target Operating Model: On a pro forma basis, the combined company expects to significantly improve its long-term operating model compared with Stratasys' current standalone model. Longer-term, the combined company expects to achieve:
- Annual revenue growth of at least 20 percent;
- Non-GAAP operating income as a percent of sales of between 20 and 25 percent;
- An effective tax rate of between 15 and 20percent; and
- Non-GAAP net income as a percent of sales of between 16 and 21 percent.
Approvals and Timing
The transaction, which is expected to be completed in the third quarter of 2012, is subject to, among other things, approval by Stratasys shareholders,registration of the Objet shares issuable to Stratasys shareholders with theSecurities and Exchange Commission, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction of regulatory requirements andother customary closing conditions. The approval by the Objet shareholders is required for certain actions related to the Merger. Stratasys has entered into a voting agreement with the Objet shareholders holding the requisite majority forsaid actions to secure the vote. The transaction will be taxable to Stratasys shareholders.