Under the terms of the agreement, Stratasys will merge with a subsidiary of Objet, and Stratasys shareholders will receive one share of the new combined company for each share of 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., will have dual headquarters in Eden Prairie, Minnesota and Rehovot, Israel, the locations of Stratasys and Objets current headquarters, respectively, and will be registered in Israel. The company 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 of the combined company. Upon completion of the 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 companys 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 combined company. Following the closing of the transaction, 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 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 companys 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 significant milestone for Stratasys and an important development for the 3D printing and direct 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. Building on the success of both companies, I am confident that we will capitalize on the many 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 joining forces 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 impressive technology 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 level."
Strategic and Financial Benefits of Transaction
- Impressive Product Portfolio: With an expansive product and technology portfolio, 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 Objets expertise in design verification and visualization with Stratasys leadership in functional testing and direct digital manufacturing. The combined company will offer Stratasys advanced FDM® Technology, ideal for functional prototypes and applications requiring high levels of durability, Stratasys Solidscape® technology, used to make complex wax patterns for the investment casting process of finished parts, and Objets PolyJet™ technology, which provides high resolution printing suited for rapid prototyping and applications that require high feature detail and a finer surface finish.
- Expanded Sales and Marketing Reach: The combined sales and marketing organization 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 companys 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 Capabilities and 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, Stratasys and Objet will have more capabilities to develop new consumables and systems than either Stratasys or Objet could alone. In addition, the combined companys 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 companys 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 20 percent; 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 the Securities 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 and other 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 for said actions to secure the vote. The transaction will be taxable to Stratasys shareholders.
Preliminary First Quarter 2012 Financial Results
Today, Stratasys also announced preliminary financial results for the first quarter ended March 31, 2012. For the first quarter Stratasys expects to report revenue of approximately $45.0 million, a 31 percent increase compared with $34.3 million reported during the same period last year. Stratasys also expects to report non-GAAP net income of approximately $5.6 million to $6.3 million for the first quarter, or $0.27 to $0.29 per share, compared with $4.4 million, or $0.21 per share reported during the same period of last year. GAAP net income for the first quarter is expected to be approximately $4.3 million to $4.7 million, or $0.20 to $0.22 per share, compared with $5.0 million, or $0.23 per share, reported during the same period of last year. These numbers are preliminary and represent the most current information available to management. Stratasys plans to provide full financial results and updated 2012 guidance for Stratasys on a standalone basis during its first quarter financial results conference call scheduled for May 9, 2012. Items excluded in the non-GAAP calculation include amortization expense related to the acquisition of Solidscape, Inc. intangible assets; stock compensation expense; the gain on sale of an equity investment during the first quarter 2011; and the expenses associated with the companys current efforts to combine with Objet Ltd.
Conference Call and Webcast
A conference call to discuss the transaction is scheduled for April 16, 2012 at 7:30 a.m. Central Time / 8:30 a.m. Eastern Time / 3:30 p.m. Israel Time. To participate by telephone, the U.S. dial-in number is (888) 562-3654, and the international dial-in is (973) 582-2703. Please reference conference ID# 70816946. Participants are advised to dial into the call at least ten minutes prior to the call start time to register. The conference call will be also available via live webcast on the Stratasys and Objet web sites at www.stratasys.com under the "Investors" tab and http://www.objet.com/NEWS_EVENTS/Press_Releases/Merger/.
A presentation will accompany the conference call and will be posted ten minutes prior to the start of the call. These slides may be accessed on the Stratasys and Objet websites.
A replay of this conference call may be accessed by webcast or by telephone. To access the replay, please dial (800) 585-8367 (U.S.) or (404) 537-3406 (international) and reference conference ID# 70816946. The replay and webcast will be available through April 30, 2012.
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 shareholders 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.