Stratasys, Inc. (NASDAQ: SSYS) and Objet Ltd. today announced that the closing of their pending merger will not occur during the third quarter as previously announced, as the process under the Defense Production Act of 1950 is not yet complete.
As previously disclosed in the parties’ joint proxy statement/prospectus, Stratasys and Objet filed a joint voluntary notice with the Committee on Foreign Investment in the United States (“CFIUS”) in accordance with Section 721 of the Defense Production Act of 1950, as amended, and regulations thereunder. The statutory period for completion of the process under the Act has extended beyond the end of the third quarter. Stratasys and Objet expect a conclusion in the fourth quarter.
Since the parties did not close the merger by the end of the third quarter, Stratasys and Objet have agreed to amend their merger agreement to extend the end date under the merger agreement to October 19, 2012. Under the merger agreement as amended, either party can terminate the merger agreement if the merger is not completed on or before that date.
As 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 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 has received HSR approval and also been approved by Stratasys stockholders.Cautionary Statement Regarding Forward-Looking Statements Statements in this document regarding the proposed transaction between Stratasys and Objet, including, without limitation, the expected timetable for completing the transaction, statements related to the anticipated consummation of the proposed combination of Stratasys and Objet, statements regarding regulatory review of the transaction, management of the combined company, the benefits of the proposed combination, the future financial performance of the combined company after the proposed combination, and any other statements regarding future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing “believes,” “anticipates,” “plans,” “expects,” “may,” “will,” “would,” “intends,” “estimates” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability of each of Stratasys and Objet to satisfy the closing conditions and consummate the transaction; the risk that the businesses may not be integrated successfully; the risk that the transaction may involve unexpected costs or unexpected liabilities; the risk that synergies from the transaction may not be fully realized or may take longer to realize than expected; the risk that management’s focus on and disruptions arising from the transaction make it more difficult to maintain relationships with customers, employees, or suppliers; and the other risks set forth in the definitive proxy statement/prospectus filed with the SEC by Stratasys on August 8, 2012, as well as the other factors described in the filings that Stratasys makes with the SEC from time to time. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, the transactions described herein may not be successfully consummated, and if consummated the actual results, performance or achievements of the combined company may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements.