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Delaware
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3559
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83-2044042
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(State of Incorporation)
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(Primary Standard Industrial
Classification Code Number) |
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(IRS Employer
Identification No.) |
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Daniel S. Hoffman, Esq.
Emily E. Taylor, Esq. Jason Morelli, Esq. Latham & Watkins LLP 200 Clarendon Street Boston, Massachusetts 02116 (617) 948-6000 |
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Loretta L. Benec, Esq.
Douglas Zemba The ExOne Company 127 Industry Boulevard North Huntingdon, PA 15642 (877) 773-9663 |
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Hannah T. Frank, Esq.
Scott E. Westwood, Esq. McGuireWoods LLP Tower Two-Sixty 260 Forbes Avenue, Suite 1800 Pittsburgh, Pennsylvania 15222 (412) 667-6000 |
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Large accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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| | | | F-1 | | |
| Annex A | | | Agreement and Plan of Merger, dated as of August 11, 2021, by and among The ExOne Company, Desktop Metal, Inc., Texas Merger Sub I, Inc. and Texas Merger Sub II, LLC | |
| Annex B | | | Voting and Support Agreement, dated as of August 11, 2021, by and among Desktop Metal, Inc., Texas Merger Sub I, Inc., Texas Merger Sub II, Inc., S. Kent Rockwell, and Rockwell Forest Products, Inc. | |
| Annex C | | | Voting and Support Agreement, dated as of August 11, 2021, by and among Desktop Metal, Inc., Texas Merger Sub I, Inc., Texas Merger Sub II, Inc., and John F. Hartner | |
| Annex D | | | Opinion of Stifel Nicolaus & Company, Incorporated | |
| Annex E | | | Delaware General Corporation Law, Section 262 | |
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Year Ended
December 31, |
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Six Months Ended
June 30, |
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(in thousands, except per share amounts)
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2020
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2019
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2021
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2020
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Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues
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| | | $ | 16,470 | | | | | $ | 26,439 | | | | | $ | 30,290 | | | | | $ | 5,574 | | |
Total costs
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| | | | 108,525 | | | | | | 135,484 | | | | | | 108,745 | | | | | | 51,890 | | |
Loss from operations
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| | | | (92,055) | | | | | | (109,045) | | | | | | (78,455) | | | | | | (46,316) | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in fair value of warrant liability
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| | | | 56,417 | | | | | | — | | | | | | (56,576) | | | | | | — | | |
Interest expense
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| | | | (328) | | | | | | (503) | | | | | | (125) | | | | | | (155) | | |
Interest and other income, net
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| | | | 1,011 | | | | | | 5,952 | | | | | | 630 | | | | | | 901 | | |
Loss before income taxes
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| | | | (34,955) | | | | | | (103,596) | | | | | | (134,526) | | | | | | (45,570) | | |
Income tax benefit
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| | | | 940 | | | | | | — | | | | | | 32,238 | | | | | | — | | |
Net loss
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| | | $ | (34,015) | | | | | $ | (103,596) | | | | | $ | (102,288) | | | | | $ | (45,570) | | |
Net loss per share – basic and diluted
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| | | $ | (0.22) | | | | | $ | (0.69) | | | | | $ | (0.41) | | | | | $ | (0.29) | | |
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As of December 31,
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As of June 30,
2021 |
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(in thousands)
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2020
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2019
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Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
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| | | $ | 483,525 | | | | | $ | 66,161 | | | | | $ | 188,199 | | |
Short-term investments
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| | | | 111,867 | | | | | | 84,754 | | | | | | 326,318 | | |
Working capital, net
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| | | | 582,083 | | | | | | 145,089 | | | | | | 518,895 | | |
Total assets
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| | | | 641,909 | | | | | | 192,711 | | | | | | 1,016,703 | | |
Total debt
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| | | | 9,991 | | | | | | 9,972 | | | | | | 311 | | |
Total stockholders’ equity
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| | | | 515,925 | | | | | | 159,071 | | | | | | 957,344 | | |
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Year Ended
December 31, |
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Six Months Ended
June 30, |
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(in thousands, except per share amounts)
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2020
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2019
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2018
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2021
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2020
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Statement of Consolidated Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues
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| | | $ | 59,253 | | | | | $ | 53,276 | | | | | $ | 64,644 | | | | | $ | 31,803 | | | | | $ | 24,482 | | |
Total costs
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| | | | 73,107 | | | | | | 68,324 | | | | | | 77,641 | | | | | | 43,650 | | | | | | 31,797 | | |
Loss from operations
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| | | | (13,854) | | | | | | (15,048) | | | | | | (12,997) | | | | | | (11,847) | | | | | | (7,315) | | |
Other expense (income): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
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| | | | 239 | | | | | | 343 | | | | | | 254 | | | | | | 167 | | | | | | 117 | | |
Other expense (income) – net
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| | | | 631 | | | | | | 111 | | | | | | (744) | | | | | | 111 | | | | | | 5 | | |
Loss before income taxes
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| | | | (14,724) | | | | | | (15,502) | | | | | | (12,507) | | | | | | (12,125) | | | | | | (7,437) | | |
Provision (benefit) for income taxes
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| | | | 200 | | | | | | (407) | | | | | | 160 | | | | | | (411) | | | | | | 234 | | |
Net loss
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| | | $ | (14,924) | | | | | $ | (15,095) | | | | | $ | (12,667) | | | | | $ | (11,714) | | | | | $ | (7,671) | | |
Net loss per share – basic and diluted
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| | | $ | (0.86) | | | | | $ | (0.93) | | | | | $ | (0.78) | | | | | $ | (0.54) | | | | | $ | (0.47) | | |
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Year Ended
December 31, |
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As of
June 30, 2021 |
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(in thousands)
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2020
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2019
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2018
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Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
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| | | $ | 49,668 | | | | | $ | 5,265 | | | | | $ | 7,592 | | | | | $ | 127,931 | | |
Working capital, net
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| | | | 53,998 | | | | | | 10,013 | | | | | | 21,291 | | | | | | 135,176 | | |
Total assets
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| | | | 107,289 | | | | | | 75,366 | | | | | | 77,682 | | | | | | 193,484 | | |
Total debt
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| | | | 3,405 | | | | | | 1,364 | | | | | | 1,508 | | | | | | 2,194 | | |
Total stockholders’ equity
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| | | | 76,303 | | | | | | 48,582 | | | | | | 62,775 | | | | | | 161,258 | | |
(in thousands, except per share amounts)
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Year Ended
December 31, 2020 |
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Six Months
Ended June 30, 2021 |
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Statement of Operations Data: | | | | | | | | | | | | | |
Total revenues
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| | | $ | 114,600 | | | | | $ | 65,388 | | |
Total costs
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| | | | 260,985 | | | | | | 164,431 | | |
Loss from operations
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| | | | (146,385) | | | | | | (99,043) | | |
Other income (expense): | | | | | | | | | | | | | |
Change in fair value of warrant liability
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| | | | 56,417 | | | | | | (56,576) | | |
Interest expense
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| | | | (567) | | | | | | (292) | | |
Interest and other income, net
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| | | | 1,766 | | | | | | 782 | | |
Other expense, net
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| | | | (631) | | | | | | (111) | | |
Loss before income taxes
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| | | | (89,400) | | | | | | (155,240) | | |
Benefit for income taxes
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| | | | 31,408 | | | | | | 1,314 | | |
Net loss
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| | | $ | (57,992) | | | | | $ | (153,926) | | |
Net loss per share – basic and diluted
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| | | $ | (0.28) | | | | | $ | (0.52) | | |
(in thousands)
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As of June 30,
2021 |
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Balance Sheet Data: | | | | | | | |
Cash and cash equivalents
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| | | $ | 125,715 | | |
Working capital, net
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| | | | 447,207 | | |
Total assets
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| | | | 1,393,942 | | |
Total debt
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| | | | 2,505 | | |
Total stockholders’ equity
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| | | | 1,268,110 | | |
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Historical
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Unaudited
Pro Forma Combined |
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Equivalent
Basis Unaudited Pro Forma Combined(1) |
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Desktop Metal
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ExOne
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Loss per Share from Continuing Operations – Basic and Diluted
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Six Months Ended June 30, 2021
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| | | $ | (0.41) | | | | | $ | (0.54) | | | | | $ | (0.52) | | | | | $ | (1.11) | | |
Year Ended December 31, 2020
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| | | $ | (0.22) | | | | | $ | (0.86) | | | | | $ | (0.28) | | | | | $ | (0.59) | | |
Book Value Per Share(2) | | | | | | | | | | | | | | | | | | | | | | | | | |
At June 30, 2021
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| | | $ | 3.69 | | | | | $ | 7.32 | | | | | $ | 4.29(3) | | | | | $ | 9.14(3) | | |
Date
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ExOne
Closing Price |
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Desktop Metal
Closing Price |
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Exchange
Ratio |
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Estimated
Equivalent Per Share Value(1) |
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August 11, 2021
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| | | $ | 17.28 | | | | | $ | 8.93 | | | | | | 1.8350 | | | | | $ | 24.89 | | |
October 4, 2021
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| | | $ | 22.49 | | | | | $ | 6.94 | | | | | | 2.1308 | | | | | $ | 23.29 | | |
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Date, Time and Place
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| | The special meeting will be held on November 9, 2021, at 10:00 a.m., Eastern Time via a live interactive audio webcast on the Internet at www.virtualshareholdermeeting.com/XONE2021SM. | |
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Purpose of the Special Meeting
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| | The special meeting will be held for the purpose of considering and voting on the following matters: | |
| | | | Proposal No. 1 – The Merger Proposal (Item 1 on the proxy card). To adopt the Merger Agreement. | |
| | | | Proposal No. 2 – The Advisory Executive Compensation Proposal (Item 2 on the proxy card). To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to ExOne’s named executive officers in connection with the Mergers. | |
| | | | Proposal No. 3 – The Adjournment Proposal (Item 3 on the proxy card). To approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the special meeting. | |
| | | | The ExOne Board recommends that ExOne stockholders vote “FOR” each of the proposals presented at the special meeting. | |
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Who Can Vote at the Special Meeting
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| | The ExOne Board has fixed the close of business on October 4, 2021 as the Record Date for the determination of stockholders entitled to notice of and to vote at the special meeting. | |
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Only ExOne stockholders of record at the close of business on the Record Date are entitled to receive notice of, attend and vote the shares of ExOne common stock that they held on that date at the special meeting or at any adjournment of the meeting.
At the close of business on the Record Date, there were 22,361,254 shares of ExOne common stock issued and entitled to vote, held by approximately 197 holders of record.
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Attending and Voting at the Special Meeting
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Stockholders eligible to vote at the special meeting, or their duly authorized proxies, may attend the special meeting. ExOne is conducting a virtual online special meeting so its stockholders can participate from any geographic location with Internet connectivity, which ExOne believes is important in light of the COVID-19 pandemic and to support the health and well-being of ExOne’s stockholders, directors and employees. ExOne has designed the format of the virtual online special meeting to provide stockholders the same ability to participate that they would have at an in-person meeting.
To participate in the special meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/XONE2021SM
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| | | | and enter the 16-digit control number found on your proxy card or voting instruction form sent to you by your bank, broker or other nominee. Once admitted, during the special meeting, you may vote, submit questions and view the list of stockholders entitled to vote at the special meeting by following the instructions available on the meeting website. | |
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Vote Required for the Proposals
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| | Proposal No. 1 – The Merger Proposal (Item 1 on the proxy card). Approval of the Merger Proposal requires the affirmative vote of a majority of the outstanding shares of ExOne common stock entitled to vote as of the Record Date. | |
| | | | Proposal No. 2 – The Advisory Executive Compensation Proposal (Item 2 on the proxy card). Approval of the Advisory Executive Compensation Proposal requires the affirmative vote of a majority of shares represented at the special meeting and entitled to vote as of the Record Date. | |
| | | | Proposal No. 3 – The Adjournment Proposal (Item 3 on the proxy card). Approval of the Adjournment Proposal requires the affirmative vote of a majority of shares represented at the special meeting and entitled to vote as of the Record Date. | |
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Quorum Requirement
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| | A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if the holders of a majority of all outstanding shares of ExOne common stock entitled to vote as of the Record Date are present virtually at the special meeting or represented by proxy. At the close of business on the Record Date, there were 22,361,254 shares of ExOne common stock outstanding and entitled to vote. This means that at least 11,180,628 shares must be represented by stockholders present virtually at the special meeting or represented by proxy to have a quorum. Your shares will be counted towards the quorum if you submit a valid proxy or attend the virtual online special meeting. Abstentions and broker non-votes, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum. In the event that a quorum is not present at the special meeting, ExOne expects that the special meeting will be adjourned to solicit additional proxies. | |
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Shares Owned by ExOne Directors and Executive Officers
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| | At the close of business on October 4, 2021, the Record Date for the special meeting, directors and executive officers of ExOne beneficially owned, in the aggregate, approximately 5,218,376 issued and outstanding shares of ExOne common stock, representing approximately 23.3% of the outstanding shares of ExOne common stock beneficially owned on that date. The directors and executive officers of ExOne have informed ExOne that they currently intend to vote all of the shares of ExOne common stock they are entitled to vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Advisory Executive Compensation Proposal and (iii) “FOR” the Adjournment Proposal. | |
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Methods of Voting – Stockholders of Record
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| | If on October 4, 2021, your shares were registered directly in your name with ExOne’s transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record with respect to those shares. | |
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As a stockholder of record, you may vote by proxy via telephone, over the Internet or by returning a proxy card, or you may vote online at the special meeting. Regardless of whether you plan to participate in the special meeting, we urge you to vote by proxy to ensure your vote is counted. You may still participate in the special meeting and vote online during the special meeting if you have already voted by proxy.
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You may vote your shares by proxy over the Internet, by telephone or by returning your proxy card by mail in the envelope provided. Instructions to vote over the Internet or by telephone are printed on your proxy card. To vote using the proxy card, please complete, sign and date the enclosed proxy card and return it promptly to Broadridge. If you vote by proxy via telephone, over the Internet or by returning your signed proxy card to Broadridge before the special meeting, we will vote your shares as you direct.
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To vote online during the special meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/XONE2021SM. Once admitted, during the special meeting, you may vote by following the instructions available on the meeting website.
The deadline for sending in a completed proxy card is 6:00 p.m. Eastern Time on November 8, 2021. The deadline for voting via the Internet or by telephone is 11:59 p.m. Eastern Time on November 8, 2021.
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Methods of Voting – Beneficial Owners
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If on October 4, 2021, your shares were held in an account at a broker, bank, or other similar organization as your nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the special meeting.
As a beneficial owner, you have the right to direct that organization on how to vote the shares in your account. Please refer to the voting instructions provided by your broker, bank or other nominee. Many organizations allow beneficial owners to give voting instructions via telephone or the Internet, as well as in writing. You may also vote online at the special meeting. To vote online during the special meeting, you must go to the meeting website at www.virtualshareholdermeeting.com/XONE2021SM. Once admitted, during the special meeting, you may vote by following the instructions available on the meeting website.
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Abstentions
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| | If you fail to submit a proxy or fail to instruct your bank, broker or other nominee to vote, assuming a quorum is present at the special meeting, it will have no effect on the outcome of the Advisory Executive Compensation Proposal (Proposal No. 2) or the Adjournment Proposal (Proposal No. 3), but it will have the same effect as a vote “AGAINST” the Merger Proposal (Proposal No. 1). An abstention occurs when an ExOne stockholder returns a proxy with an “abstain” instruction or virtually attends the special meeting and votes to abstain from voting. | |
| | | | Abstentions, if any, will be counted toward the vote total for each proposal and will therefore have the same effect as a vote “AGAINST” the Merger Proposal (Proposal No. 1), the Advisory Executive Compensation Proposal (Proposal No. 2) and the Adjournment Proposal (Proposal No. 3). | |
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Failure to Submit a Proxy or Vote Electronically at the Special Meeting; Broker Non-Votes
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| | Your failure to submit a proxy or attend the special meeting, or your failure to instruct your bank, broker or other nominee how to vote will have the same effect as a vote “AGAINST” the Merger Proposal, and will have no effect on the outcome of either the Advisory Executive Compensation Proposal (Proposal No. 2) or the Adjournment Proposal (Proposal No. 3). | |
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Failure to Provide Voting Instructions
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| | Stockholders should specify their choice for each matter on the enclosed proxy card. If you return a signed and dated proxy card without marking any voting selections, your shares will be voted “FOR” the Merger Proposal, “FOR” the Advisory Executive Compensation Proposal and “FOR” the Adjournment Proposal. If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his or her best judgment. | |
| | | | If you grant a proxy, the persons named as proxy holders on the enclosed proxy card will vote your shares on any additional matters properly presented for a vote at the meeting as recommended by the ExOne Board or, if no recommendation is given, in their own discretion. | |
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Revoking a Proxy
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If you are a record holder of ExOne common stock, you can revoke your proxy and change your vote at any time before the final vote at the meeting.
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You may submit another properly completed proxy card with a later date, which must be postmarked no later than 6:00 p.m. Eastern Time on November 8, 2021.
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You may submit another properly completed proxy card with a later date via the Internet or by telephone before the closing of those voting facilities at 11:59 p.m., Eastern Time on November 8, 2021.
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You may participate in the virtual online special meeting and vote at the meeting. Simply participating in the virtual online meeting will not, by itself, revoke your proxy.
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You may send a written notice that you are revoking your proxy to our Corporate Secretary at The ExOne Company, 127 Industry Boulevard, North Huntingdon, Pennsylvania 15642.
A revocation or later-dated proxy received by ExOne after the vote will not affect the vote. If you hold your shares in “street name” through a bank, broker or other nominee, you should contact your bank, broker or other nominee to revoke your proxy or change your vote.
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Solicitation of Proxies
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| | The solicitation of proxies from ExOne stockholders is made on behalf of the ExOne Board. ExOne has engaged The Proxy Advisory Group, LLC to assist in the solicitation of proxies and provide related advice and information support, for a services fee and the reimbursement of customary disbursements, which are not expected to exceed $20,000 in total. ExOne will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding the proxy materials to stockholders. Directors, officers and employees of ExOne may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees of ExOne will not be paid any additional compensation for soliciting proxies. | |