Special Meeting of Stockholders to Vote on Merger Scheduled for September 14, 2012
MINNEAPOLIS & REHOVOT, Israel — (BUSINESS WIRE) — August 10, 2012 — Stratasys, Inc. (NASDAQ: SSYS) a leading manufacturer of 3D printers and production systems for prototyping and manufacturing applications, and Objet Ltd., a leading manufacturer of 3D printers for rapid prototyping, today announced that Stratasys has filed definitive proxy materials with the Securities and Exchange Commission (“SEC”) in connection with the pending merger. Stratasys expects to commence mailing of the proxy statement and all relevant materials to Stratasys stockholders on or about August 14, 2012. Additionally, the SEC has declared effective Objet’s previously filed Form F-4 registration statement relating to the combination.
A special meeting of the stockholders of Stratasys to consider and vote upon the proposal to adopt the merger agreement and approve the merger between Stratasys and Objet will be held on Friday, September 14, 2012, beginning at 3:00 p.m., Central Time, at Hotel Sofitel, Chambord Meeting Room, 5601 West 78th Street, Bloomington, Minnesota 55439. Stratasys stockholders of record as of the close of business on Thursday, August 2, 2012 will be entitled to vote at the special meeting.
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.
The Board of Directors of Stratasys has unanimously approved the merger with Objet and recommends that all Stratasys stockholders vote “FOR” the proposal to adopt the merger agreement. Stratasys stockholders are encouraged to read the Company’s definitive proxy materials in their entirety as they provide, among other things, a detailed discussion of the process that led to the pending merger and the reasons behind the Board of Directors’ unanimous recommendation that stockholders vote “FOR” the proposal to adopt the merger agreement.
Stockholders who have questions about the merger or need assistance in submitting their proxy or voting their shares should contact Stratasys’ proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885. Banks and brokers may call collect at (212) 929-5500.
Piper Jaffray & Co. acted as financial advisor to Stratasys and the firms McLaughlin & Stern, LLP, Richards, Layton & Finger, P.A., Latham & Watkins LLP, and Fischer Behar Chen Well Orion & Co. acted as its legal advisors. J.P. Morgan Securities LLC acted as financial advisor to Objet and the firms Meitar Liquornik Geva & Leshem Brandwein and Cooley LLP acted as its legal advisors.
Cautionary Statement Regarding Forward-Looking Statements
All statements herein that are not historical facts or that include such words as “expects,” “anticipates,” “projects,” “estimates,” “vision,” “could,” “potential,” “plan”, “intends”, “desires”, “assume” or “believes” or similar words constitute forward-looking statements covered by the safe harbor protection of the Private Securities Litigation Reform Act of 1995. Except for the historical information herein, the matters discussed in this news release are forward-looking statements that involve risks and uncertainties. These include statements regarding the expected timing and ultimate closing of the merger with Objet, as well as the financial and operating results of the combined company after, and the anticipated benefits of, the merger; the size of the 3D printing market; our objectives for the marketing and sale of our Dimension® , uPrint® and Mojo® 3D Printers; our support removal systems; and our Fortus® 3D Production Systems, particularly for use in direct digital manufacturing (DDM); the demand for our proprietary consumables; the expansion of our paid parts service; and our beliefs with respect to the growth in the demand for our products. Actual results may differ from those expressed or implied in our forward-looking statements. Such forward-looking statements involve and are subject to certain risks and uncertainties, which may cause our actual results to differ materially from those discussed in a forward-looking statement. Risks and uncertainties that may affect our business include our ability to penetrate the 3D printing market; our ability to achieve the growth rates experienced in preceding quarters; our ability to introduce, produce and market consumable materials, and the market acceptance of these materials; the impact of competitive products and pricing; our timely development of new products and materials and market acceptance of those products and materials; the success of our recent R&D initiative to expand the DDM capabilities of our core FDM technology; the success of our RedEye On Demand™
and other paid parts services; our ability to obtain the necessary approvals, including the affirmative vote of the Stratasys stockholders, and to satisfy the necessary closing conditions in order to successfully close the proposed merger with Objet; our ability to successfully integrate and market the combined company’s products; the combined company’s ability to achieve the expected revenue targets, the combined company’s ability to attract and retain management; and the combined company’s ability to protect and defend intellectual property. These statements represent beliefs and expectations only as of the date they were made. We may elect to update forward-looking statements, but we expressly disclaim any obligation to do so, even if our beliefs and expectations change. In addition to the statements described above, such forward-looking statements are subject to the risks and uncertainties described more fully in our reports filed or to be filed with the Securities and Exchange Commission, including our annual reports on Form 10-K and quarterly reports on Form 10-Q.