Company Releases Q1 Non-GAAP Pro Forma Financial Results of $0.32 per Share
MINNEAPOLIS — (BUSINESS WIRE) — June 11, 2012 — Stratasys, Inc. (NASDAQ: SSYS), a leading manufacturer of 3D printers and production systems for prototyping and manufacturing applications, today announced that it has filed preliminary proxy materials with the Securities and Exchange Commission (“SEC”) in connection with the company’s pending merger with Objet Ltd., a leading manufacturer of 3D printers for rapid prototyping based in Rehovot, Israel. As previously announced on April 16, 2012, Stratasys and Objet entered into a definitive merger agreement under which the companies will combine in an all-stock transaction with a combined equity value of approximately $1.4 billion.
“We are pleased with the progress we are making as we move forward with the combination of our two companies, creating a leader within the high-growth 3D printing and direct digital manufacturing industry,” said Scott Crump, chief executive officer and chairman of Stratasys. “We are confident that this transaction will build significant long-term value for all stakeholders of both companies, including stockholders, channel partners, customers, and employees.”
Pro Forma Financial Results
The proxy statement provides certain pro forma financial results that outline the combined performance for Stratasys and Objet during prior periods. Included in this press release are certain financial tables that outline the pro forma results on a GAAP and non-GAAP basis for the 3-month period ended March 31, 2012, and the 12-month period ended December 31, 2011. Stratasys standalone results for the same periods, which were previously released, are also provided in the financial tables of this press release for comparative purposes.
The Stratasys and Objet combined pro forma revenue and earnings per share for the 3-month period ended March 31, 2012 on a non-GAAP basis are $83.0 million and $0.32 per share, respectively, compared to Stratasys standalone reported non-GAAP revenue and earnings of $45.0 million and $0.28 per share.
The combined pro forma revenue and earnings per share for the 12-month period ended December 31, 2011 on a non-GAAP basis are $277.0 million and $0.94 per share, respectively, compared to Stratasys standalone reported non-GAAP revenue and earnings of $155.9 million and $1.04 per share.
The non-GAAP financial measures, which exclude certain charges, expenses and income, are outlined in more detail in the tables provided at the end of this press release.
As previously announced, under the terms of the agreement, Stratasys will merge with a subsidiary of Objet, and Stratasys stockholders will receive one Objet ordinary share for each share of Stratasys common stock they own, and Objet will change its name to Stratasys Ltd. Upon closing of the transaction, Stratasys stockholders are expected to own 55 percent and Objet stockholders are expected to own 45 percent of the combined company on a fully diluted basis using the treasury stock method.
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 prototyping techniques. Existing customers will benefit 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.
Stratasys continues to project that the merger will close in the third quarter of 2012. As announced on June 5, 2012, Stratasys received notification of early termination of the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), as amended, in connection with the combination with Objet. Accordingly, the condition to the closing of the transaction with respect to the early termination or expiration of the applicable waiting periods under the HSR Act has been satisfied. The closing of the transaction is subject to the approval by Stratasys stockholders, registration of the Objet shares issuable to Stratasys stockholders with the SEC, listing of Objet shares on the NASDAQ Global Select Market, and the satisfaction of regulatory requirements and other customary closing conditions.
Piper Jaffray & Co. is acting as financial advisor to Stratasys and
rendered an opinion, from a financial point of view, as to the fairness
to the Stratasys stockholders of the exchange ratio provided for in the
merger. The firms McLaughlin & Stern, LLP, Richards, Layton & Finger,
P.A., Latham & Watkins LLP, and Fischer Behar Chen Well Orion & Co. are
acting as Stratasys’ legal advisors. J.P. Morgan Securities LLC is
acting as financial advisor to Objet and the firms Meitar Liquornik Geva
& Leshem Brandwein and Cooley LLP are acting as its legal advisors.