Desktop Metal announces special shareholder meeting to vote on merger with Stratasys

On September 28, 2023, Desktop Metal will hold a special meeting of its shareholders to vote on the proposed merger with Stratasys. On the same day, an Extraordinary General Meeting (EGM) of Stratasys will also be held, during which shareholders will vote on the same motion. The companies concluded a merger agreement on May 25 this year, and a moment later Nano Dimension and 3D Systems began trying to take over or merge with Stratasys (the former company abandoned this idea at the end of July, and the latter still hopes to do so).

The preliminary voting results will be announced at the special meeting of Desktop Metal and the Stratasys EGM, and the final results will be filed with the SEC within the next four business days (i.e. by October 2). Both companies say they expect the merger to close, if approved, in the fourth quarter of this year, but they cannot yet predict a specific date.

Like Stratasys, Desktop Metal unanimously recommends that shareholders vote in favor of the merger proposal. The company enumerates the following benefits resulting from the potential merger:

• creating a leader in the 3D printing industry in the world
• complementarity of the offer including polymers, metals and ceramics
• the merger will create a company with revenues exceeding $1.6 billion
• more than 50% of the company’s total revenue will come from end-use and mass production parts
• the combined company will have one of the largest research, development and engineering teams in the industry, employing over 800 scientists and engineers
• the intellectual property portfolio will include over 3,400 patents and pending patent applications
• the combined company will have one of the largest global distribution networks in the world
• the merger will create significant cross-selling potential for recognizable brands
• the combined company plans to achieve adjusted EBITDA of USD 300 million+ in 2026, representing a margin of ~20%
• the combined balance sheet will be well capitalized to drive future growth.

Although “on paper” this merger actually seems to make sense for both parties (with an advantage for Desktop Metal, which has been burning through large amounts of cash since its inception), the mere fact that the shareholders of both companies voted on this decision does not end the matter. The merger issue raised concerns from the Federal Trade Commission and the Department of Justice regarding the antitrust Act, and on August 18, 2023, the companies received a request for additional information, also known as a “second request,” from the Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act ( HSR) from 1976

According to the Federal Trade Commission (FTC), if the FTC or the Department of Justice requests additional information through a second request, then the law becomes prohibited from completing the transaction until companies have fully answered all questions and concerns. The document states that the issuance of a second application extends the waiting period imposed by the HSR Act to 30 days after Stratasys and Desktop Metal have substantially satisfied the requirements, unless the Department of Justice terminates the review period earlier.

Source: www.desktopmetal.com