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JUNE 2012
Legal Transactions
91
StRataSYS and oBJEt aGREE to coMBInE to cREatE a LEadER In 3d PRIntInG and dIREct dIGItaL ManUFactURInG
Stratasys, Inc. (naSdaQ:SSYS), a leading manufacturer of 3d printers and production systems for prototyping and manufacturing applications, and privately held objet Ltd., a leading manufacturer of 3d printers for rapid prototyping, today announced that the boards of directors of both companies have unanimously approved a definitive merger agreement under which the companies would combine in an all-stock transaction with a combined equity value of approximately $1.4 billion, based upon the closing price of Stratasys' common stock on april 13, 2012. the transaction will position the combined company as a leader within the high-growth 3d printing and direct digital manufacturing industry.
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 Objet's 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. LM
caMERon to acQUIRE tHE ttS EnERGY dIVISIon FRoM ttS GRoUP aSa
ttS Group aSa have entered into an agreement to sell its drilling equipment business, a part of ttS Energy division, and relevant subsidiaries, to cameron International corporation (nYSE: caM) for USd 270 million, plus a turnover based earn-out model for a three-year period.
Offshore Handling (cranes and winces), which is also a part of the TTS Energy division, is not included in the divestment. The transaction strengthens TTS Group financially and enables it to focus upon further growing and developing of the group. After the transaction, TTS Group will consist of TTS Marine, TTS P&L and Offshore Handling.
The transaction before earn out will give TTS Group a profit approximately NOK 300 million Norwegian Kroner, and is expected to close in the second quarter of 2012. The transaction is subject to customary closing conditions, including approval from the relevant competition authorities.
The divestment is an active step by TTS to participate in the on-going further developments of the drilling equipment industry, and is industrially right for both the group as whole and for its drilling equipment business unit.
“The offshore industry is moving towards larger, more integrated units, offering a broader scope of services. Cameron, with its global sale- and service network, will be a good owner and is in a better position to further develop our drilling equipment business”, says TTS President and CEO, Johannes D. Neteland. LM
Stratasys Inc and Objet
TTS Energy