Sygnis takes over Zmorph

In the last dozen or so months, there have been several sensational events in the area of ​​mergers and acquisitions on the global 3D printing market. Starting with the Desktop Metal acquisitions of EnvisionTEC and ExOne, the merger of MakerBot with Ultimaker, and ending with the recent confusion with Nano Dimension’s purchase of a 12% stake in Stratasys and the acquisition of Digital Metal by Markfgorged. As a result, the additive technology industry is increasingly consolidating and the number of independent companies is declining. Meanwhile, nothing like that happened on the Polish 3D printing market, and any possible ownership changes were marginal and did not really change much from an operational point of view. This specific stagnation has just changed. Sygnis S.A. announced the acquisition of a controlling stake over Zmorph S.A. – and consequently the acquisition of the entire company!

Sygnis S.A. is one of two Polish companies from the 3D printing sector listed on the NewConnect stock exchange (the other is Zortrax S.A.). Like Zortrax in 2021, Sygnis was listed on the stock exchange through the so-called “Reverse acquisition”. In January this year. MODE S.A., a company listed on NewConnect, was merged. and Sygnis New Technologies Sp. z o.o. At the same time, MODE S.A. changed its name to Sygnis S.A. and thus one of the longest operating companies on the Polish 3D printing market has officially hit the stock exchange.

Since then, Sygnis has reported several important achievements, such as sales of specialized and high-budget machines to various research and development institutions, or successes in the implementation of desktop 3D printers in primary schools in the country as part of the Laboratories of the Future program, however, these were all quite typical industry messages, not standing out from others in Poland or Europe. However, the Zmorph takeover is a message of a completely different caliber…

Zmorph is one of the longest operating manufacturers of 3D printers in Poland, developing its solutions since mid-2012 (then under the name Jawor Design). Its flagship product is a 3-in-1 device – Zmorph Fab, i.e. a combination of a 3D printer with a CNC milling machine and a laser engraver. Last year, the portfolio of devices was expanded with the Zmorph i500 large-format 3D printer, which is the heir to the popular Hbot3D – a product of the company acquired by Zmorph in May 2019.

Zmorph is a joint stock company (although it has never been listed on the stock exchange), and its majority owner is Warsaw Equity Management SA – a Venture Capital fund. According to the announcement published this weekend, Warsaw Equity Management agreed to sell Sygnis 5,421,668 shares of Zmorph, constituting 77.88% of its share capital. Ultimately, Sygnis is to purchase another 1,283,528 shares from other Zmorph shareholders, becoming the owner of 96.32% of the share capital of the acquired company and votes at the general meeting. At the same time, as a result of the acquisition of new shares, Warsaw Equity Management will hold 2,322,501 Sygnis shares, which will constitute approx. 9.2% of the share capital and votes at the Sygnis general meeting.

This is the full text of the annoucement:

The Management Board of Sygnis SA with its headquarters in Warsaw (hereinafter: Sygnis) informs that on July 29, 2022 it purchased from Warsaw Equity Management SA with its headquarters in Warsaw (hereinafter: Warsaw Equity Management) 5,421,668 shares of ZMORPH S.A. with its registered office in Wrocław, constituting 77.88% of its share capital and entitling it to exercise the same number of votes at the general meeting. The purchase price was established at the total amount of PLN 3,645,001.92, consisting of PLN 542,166.80 payment for shares and PLN 3,102,835.12 for the purchase of receivables from loans with interest, granted by Warsaw Equity Management to ZMORPH S.A. (the maturity date for these loans is December 31, 2022).

The settlement of this transaction should be made by Warsaw Equity Management taking up 1,822,501 shares at the issue price of PLN 2.00 per share in the increased share capital of Sygnis (based on the mechanism of contractual set-off of mutual receivables; the condition is that the General Meeting of Sygnis adopts relevant resolutions, which will be proposed by the Sygnis Management Board on the agenda of the General Meeting, which should be held within 45 days from the date of this agreement), and if the shares are not acquired by Warsaw Equity Management within 2 months from the date of this agreement, Sygnis will be obliged to to settle the purchase price to the bank account of Warsaw Equity Management in tranches payable on dates agreed by the parties. The payment of the entire purchase price is secured by blank promissory notes with a promissory note declaration issued by Sygnis, endorsed by the shareholder and the President of the Sygnis Management Board, Mr. Andrzej Burgs.

In addition, Sygnis and Warsaw Equity Management concluded an agreement under which Sygnis undertook to:

– offer Warsaw Equity Management another 500,000 shares at the issue price of 2.00 per share, which will be paid for by contractual offsetting of mutual claims against a loan of PLN 1 million, granted to Sygnis under the agreement of July 29, 2022;

– purchase ZMORPH S.A. shares from other shareholders 1,283,528 shares, on the same terms and conditions as acquired from Warsaw Equity Management (as specified above);

– purchase from a third party receivables in the amount of PLN 1 million (plus interest due on this amount) due to the subsidiary ZMORPH S.A., i.e. 3D Printers sp.z o.o. on the same terms as it purchased the claims against ZMORPH S.A. from Warsaw Equity Management (as mentioned above).

As a result of the implementation of all the provisions of these agreements, Sygnis will hold 6,705,196 shares of ZMORPH S.A., constituting 96.32% of the share capital and votes at the general meeting. In turn, as a result of the acquisition of new shares, Warsaw Equity Management will hold 2,322,501 Sygnis shares, which will constitute approx. 9.2% of the share capital and votes at the Sygnis general meeting (the final share will depend on the final number of newly issued shares) .

Source: www.bankier.pl

The transaction is still far from being formally finalized, however, it is a typical situation in the world of acquisitions. Certainly, the inclusion of Zmorph – one of the most famous Polish brands in the world, in the Sygnis structure will help the Warsaw company raise the share price on the stock exchange, but it should also help to scale its own business. At the moment, it is not known whether the Zmorph headquarters will remain in Wrocław (taking into account the scale of the project, probably yes), or whether there will be any significant personnel changes in its structures? What is known for sure is that “it has begun”…

Source: www.centrumdruku3d.pl