SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12
DESKTOP METAL, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
SUPPLEMENT TO THE JOINT PROXY STATEMENT/PROSPECTUS
This is a supplement (the “Supplement”) to the joint proxy statement/prospectus on Schedule 14A filed by Desktop Metal, Inc., a Delaware corporation
(“Desktop Metal,” “we” or “our”), with the Securities and Exchange Commission (“SEC”) on August 28, 2023 (as supplemented from time to time, the “Joint Proxy Statement/Prospectus”).
All page references in the information below are to the pages in the Joint Proxy Statement/Prospectus and, unless the context otherwise requires, all
capitalized terms used but not defined below have the meanings ascribed to them in the Joint Proxy Statement/Prospectus. This Supplement is being filed by Desktop Metal with the SEC to supplement certain information contained in the Joint Proxy
Statement/Prospectus and should be read in conjunction with the Joint Proxy Statement/Prospectus, which should be read in its entirety. Except as otherwise set forth below, the information set forth in the Joint Proxy Statement/Prospectus remains
unchanged. The Desktop Metal board of directors unanimously recommends that stockholders vote “FOR” the proposals set forth in the Joint Proxy Statement/Prospectus. If you have not already submitted a proxy for use at the Desktop Metal special
meeting, you are urged to do so promptly.
This Supplement does not affect the validity of any proxy card or voting instructions that Desktop Metal stockholders may have previously received or
delivered. If a stockholder has already submitted a proxy or voting instructions, he or she will be considered to have voted as specified in that proxy or voting instructions and does not need to take any action, unless he or she wishes to revoke
his or her proxy or change his or her voting instructions.
If you have any questions concerning this Supplement or the Joint Proxy Statement/Prospectus or need help voting your shares of Desktop Metal Class A
common stock, you may contact our proxy solicitor, D.F. King & Co., Inc., via phone at 1-877-478-5045 (toll-free within the United States) or at 1-212-269-5550 (outside the United States), or via email at DM@dfking.com.
SUPPLEMENTAL DISCLOSURES TO THE JOINT PROXY STATEMENT/PROSPECTUS
The Section titled “Questions and Answers” in the Joint Proxy Statement/Prospectus is hereby amended as follows:
The answer to the second question on page 9 “How do recent events, including the recently expired unsolicited partial tender offer
by Nano Dimension and the proposals received by Stratasys from 3D Systems Corporation, impact my decision as to how to vote on the Stratasys proposals at the Stratasys EGM?” is hereby amended and restated in its entirety as follows:
A: Stratasys was recently the subject of
an unsolicited partial tender offer by Nano to purchase Stratasys ordinary shares, which was launched on May 25, 2023 and expired on July 31, 2023, which is referred to as the Nano Tender Offer. Stratasys’ board of directors expressed its
unanimous recommendation to Stratasys’ shareholders that the Nano Tender Offer was inadequate and substantially undervalued Stratasys. Given recent market volatility and given the potential for any party—including, but not limited to, Nano,
which still holds approximately 14.1% of the outstanding Stratasys ordinary shares as of the date of this joint proxy statement/prospectus—to employ coercive tactics similar to those recently employed by Nano, the extension of Stratasys’
shareholder rights plan pursuant to the Stratasys rights plan extension proposal is intended to provide the Stratasys board of directors the ability to protect Stratasys shareholders from such coercive attempts to acquire control of Stratasys.
Nano or another third party could launch an additional hostile partial tender offer similar to the Nano Tender Offer, which, like the Nano Tender Offer, could be a partial tender offer and/or may be inadequate and substantially undervalue
Stratasys. Any such partial tender offer, if successful, could enable Nano or such other third party to purchase the shares held by the remaining shareholders at a significant discount to the price offered in such partial tender offer,
resulting in substantially reduced liquidity for such remaining shareholders.
While Nano has made public statements suggesting it may divest itself of its investment in Stratasys, in the past, Nano claimed that it was not bound
by its public statements regarding its withdrawal of its nominees for the Stratasys board, and it could once again seek to gain control of Stratasys in a coercive manner to the detriment of Stratasys’ public shareholders. Such a strategy could also
be employed by an unrelated third party. In order to enable the Stratasys board of directors to protect shareholders from such tactics (even after consummation of the Merger), the Stratasys board of directors encourages Stratasys shareholders to
approve the Stratasys rights plan extension proposal under which the plan would be extended to the one-year anniversary of its original termination date, i.e., until July 24, 2024.
Stratasys has also received multiple unsolicited proposals from 3D Systems Corporation,
or 3D Systems, to acquire Stratasys. Stratasys’ board of directors initially determined that 3D Systems’ July 13, 2023 revised proposal (proposing to acquire Stratasys for $7.50 in cash and 1.5444 newly issued shares of common stock of 3D Systems
per Stratasys ordinary share) would reasonably be expected to result in a “Superior Proposal” pursuant to the terms of the Merger Agreement. Following an extensive due diligence process, Stratasys communicated its concerns regarding the 3D
Systems’ proposal to 3D Systems and indicated that the proposal was not itself a transaction which Stratasys would be prepared to enter into. These concerns related
to the amount and form of consideration proposed by 3D Systems (including in light of the significant decline in the stock price of 3D Systems), closing certainty of the proposed transaction and management of the combined company. 3D Systems
revised its proposal on September 6, 2023, offering $7.00 in cash and 1.6387 newly issued shares of common stock of 3D Systems per Stratasys ordinary share. After consultation with its outside financial and legal advisors, the Stratasys board of
directors unanimously determined that the September 6 proposal continued to significantly undervalue Stratasys and did not constitute a “Superior Proposal” pursuant to the terms of the Merger Agreement, and accordingly terminated discussions with
3D Systems. Stratasys provided additional detail regarding the reasons for the Stratasys board of directors’ determination in a press release issued by Stratasys on September 12, 2023, including concerns regarding 3D Systems’ growth prospects,
structural challenges in 3D Systems’ portfolio, a lack of support for 3D Systems’ cost synergy claims, regulatory consummation risks and concerns regarding the ability of 3D Systems’ management team to run a combined company.
The Stratasys board has not changed its unanimous approval, recommendation and
declaration of advisability of the Merger with Desktop Metal. The Stratasys board of directors strongly encourages you to vote in favor of the Stratasys
Merger-related proposal at the Stratasys EGM, and to thereby enable the value-adding Merger with Desktop Metal.
The last paragraph of the disclosure in the Joint Proxy Statement/Prospectus in the section “The Merger—Background of the Merger”
beginning on page 90 is hereby replaced with the following paragraphs:
On August 22, 2023, representatives of management and the board of directors of Stratasys and 3D Systems met, and the Stratasys
representatives provided feedback in regards to the latest 3D Systems proposal, including in regards to the results of the due diligence review of 3D Systems undertaken by Stratasys. The Stratasys representatives conveyed to the 3D Systems
representatives particular areas of concern with respect to the proposed transaction and combined company, based on the results of the due diligence review undertaken by Stratasys, following the execution of the Stratasys-3D Systems NDA. These
concerns related to the amount and form of consideration proposed by 3D Systems (including in light of the significant decline in the stock price of 3D Systems), closing certainty of the proposed transaction and management of the combined company.
Based on these factors and on Stratasys’ evaluation of the latest 3D Systems proposal and a possible transaction with 3D Systems, representatives of Stratasys conveyed to the 3D Systems representatives that the latest 3D Systems proposal was not
itself a transaction which Stratasys would be prepared to enter into.
On September 6, 2023, Stratasys received a revised proposal from 3D Systems, pursuant to which 3D Systems would acquire Stratasys
for $7.00 in cash and 1.6387 newly issued shares of common stock of 3D Systems per Stratasys ordinary share, including proposed forms of a merger agreement (the “3D Revised Merger Agreement”) and 3D Systems’ disclosure schedules to the 3D Revised
Merger Agreement. Under the revised proposal, Stratasys shareholders would own approximately 46% of the combined company. Among other terms, the 3D Revised Merger Agreement contemplated a termination fee payable by 3D Systems in the event that the
transaction was terminated due to a failure to obtain antitrust approval, and a $10 million cash retention pool to be allocated among employees of Stratasys and 3D Systems on an inverse pro rata basis relative to projected pro forma ownership. The
Revised 3D Merger Agreement otherwise did not contain significant changes from the merger agreement received by Stratasys on July 13, 2023.
On September 10, 2023, the Stratasys board of directors held a meeting with certain members of Stratasys’ management team and
advisors, including representatives of J.P. Morgan, Meitar, Wachtell Lipton and Joele Frank, to discuss and evaluate the revised 3D Systems proposal. At the meeting, representatives of J.P. Morgan described their financial analysis with respect to
the proposal. The Stratasys board discussed and considered J.P. Morgan’s financial analysis with respect to the proposal, as well as the transactions contemplated by the Revised 3D Merger Agreement and Stratasys’ other prospects, including the
pending transaction with Desktop Metal, and unanimously determined that the revised 3D Systems proposal continued to significantly undervalue Stratasys and did not constitute a “Superior Proposal” pursuant to the terms of the Merger Agreement, and
accordingly instructed Stratasys management to terminate discussions with 3D Systems.
On September 12, 2023, Stratasys issued a press release confirming receipt of 3D Systems’ revised proposal and announcing the
Stratasys board’s determination that it did not constitute a “Superior Proposal” under the terms of the Merger Agreement and that accordingly Stratasys had terminated discussions with 3D Systems. In the press release, Stratasys provided additional
detail regarding the reasons for the Stratasys board of directors’ determination, including its concerns regarding 3D Systems’ growth prospects, structural challenges in 3D Systems’ portfolio, a lack of support for 3D Systems’ cost synergy claims,
regulatory consummation risks and concerns regarding the ability of 3D Systems’ management team to run a combined company.
On September 13, 2023, Stratasys received a merger agreement from 3D Systems that was substantially similar to the Revised 3D Merger
Agreement, which 3D Systems included as an exhibit to its Current Report on Form 8-K filed on the same day. 3D Systems issued a press release shortly thereafter announcing its delivery of the merger agreement. The press release contained several
mischaracterizations of the Stratasys board of directors and its extensive engagement with 3D Systems over the preceding two months.
On September 14, 2023, Stratasys issued a press release reiterating the Stratasys board’s determination regarding 3D Systems’
revised proposal, which was unchanged since September 6, 2023, and correcting the mischaracterizations contained in 3D Systems’ press release.
Also on September 14, 2023, Stratasys released an investor presentation highlighting the significant issues raised by 3D Systems’
The Stratasys board reaffirms its unanimous approval, recommendation
and declaration of advisability of the Merger with Desktop Metal. The Stratasys board of directors strongly encourages you to vote in favor of the Stratasys
Merger-related proposal at the Stratasys EGM, and to thereby enable the value-adding Merger with Desktop Metal.
—END OF SUPPLEMENTAL DISCLOSURES TO JOINT PROXY STATEMENT/PROSPECTUS—
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements include statements relating to the proposed transaction between Stratasys and Desktop Metal, including statements regarding the benefits
of the transaction and the anticipated timing of the transaction, and information regarding the businesses of Stratasys and Desktop Metal, including expectations regarding outlook and all underlying assumptions, Stratasys’ and Desktop Metal’s
objectives, plans and strategies, information relating to operating trends in markets where Stratasys and Desktop Metal operate, statements that contain projections of results of operations or of financial condition and all other statements other
than statements of historical fact that address activities, events or developments that Stratasys or Desktop Metal intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s
beliefs and assumptions made based on information currently available to management. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words
“outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Stratasys’ or Desktop Metal’s actual
results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described
in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” in Stratasys’ Annual Report on Form 20-F for the year ended December 31, 2022 and Part 1, Item 1A, “Risk
Factors” in Desktop Metal’s Annual Report on Form 10-K for the year ended December 31, 2022, each filed with the Securities and Exchange Commission (the “SEC”), and in other filings by Stratasys and Desktop Metal with the SEC. These include, but
are not limited to: the ultimate outcome of the proposed transaction between Stratasys and Desktop Metal, including the possibility that Stratasys or Desktop Metal shareholders will reject the proposed transaction; the effect of the announcement of
the proposed transaction on the ability of Stratasys and Desktop Metal to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; the timing of the proposed transaction; the occurrence
of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals);
other risks related to the completion of the proposed transaction and actions related thereto; changes in demand for Stratasys’ or Desktop Metal’s products and services; global market, political and economic conditions, and in the countries in
which Stratasys and Desktop Metal operate in particular; government regulations and approvals; the extent of growth of the 3D printing market generally; the global macro-economic environment, including headwinds caused by inflation, rising interest
rates, unfavorable currency exchange rates and potential recessionary conditions; the impact of shifts in prices or margins of the products that Stratasys or Desktop Metal sells or services Stratasys or Desktop Metal provides, including due to a
shift towards lower margin products or services; the potential adverse impact that recent global interruptions and delays involving freight carriers and other third parties may have on Stratasys’ or Desktop Metal’s supply chain and distribution
network and consequently, Stratasys’ or Desktop Metal’s ability to successfully sell both existing and newly-launched 3D printing products; litigation and regulatory proceedings, including any proceedings that may be instituted against Stratasys or
Desktop Metal related to the proposed transaction; impacts of rapid technological change in the additive manufacturing industry, which requires Stratasys and Desktop Metal to continue to develop new products and innovations to meet constantly
evolving customer demands and which could adversely affect market adoption of Stratasys’ or Desktop Metal’s products; and disruptions of Stratasys’ or Desktop Metal’s information technology systems.
These risks, as well as other risks related to the proposed transaction, are included in the registration statement on Form F-4 and joint proxy statement/prospectus that
were filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form F-4 are, considered
representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the
forward-looking statements, please refer to Stratasys’ and Desktop Metal’s respective periodic reports and other filings with the SEC, including the risk factors identified in Stratasys’ and Desktop Metal’s Annual Reports on Form 20-F and Form
10-K, respectively, and Stratasys’ Reports of Foreign Private Issuer on Form 6-K that published its results for the quarter and six months ended June 30, 2023, which it furnished to the SEC on August 9, 2023, and Desktop Metal’s most recent
Quarterly Reports on Form 10-Q. The forward-looking statements included in this communication are made only as of the date hereof. Neither Stratasys nor Desktop Metal undertakes any obligation to update any forward-looking statements to reflect
subsequent events or circumstances, except as required by law.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of
any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Important Additional Information About the Transaction and Where to Find It
In connection with the proposed transaction, Stratasys filed with the SEC a registration statement on Form F-4 (SEC File No. 333-272759) that includes a joint proxy
statement of Stratasys and Desktop Metal and that also constitutes a prospectus of Stratasys. Each of Stratasys and Desktop Metal may also file other relevant documents with the SEC regarding the proposed transaction. The registration statement was
declared effective by the SEC on August 25, 2023. Stratasys and Desktop Metal filed the definitive joint proxy statement/prospectus with the SEC on August 28, 2023. The definitive joint proxy statement/prospectus was mailed to shareholders of
Stratasys and stockholders of Desktop Metal on or around August 28, 2023. This Supplement merely supplements and is not a substitute for the definitive joint proxy statement/prospectus or any other document that Stratasys or Desktop Metal may file
with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH, OR FURNISHED TO, THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders are able to obtain free copies of
the registration statement and definitive joint proxy statement/prospectus and other documents containing important information about Stratasys, Desktop Metal and the proposed transaction through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with, or furnished to, the SEC by Stratasys are available free of charge on Stratasys’ website at https://investors.stratasys.com/sec-filings. Copies of the documents filed with the SEC by Desktop
Metal are available free of charge on Desktop Metal’s website at https://ir.desktopmetal.com/sec-filings/all-sec-filings.
Participants in the Solicitation
Stratasys, Desktop Metal and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of
the proposed transaction. Information about the directors and executive officers of Stratasys, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Stratasys’ proxy statement for its 2023
Annual General Meeting of Shareholders, which was furnished to the SEC on July 12, 2023, and Stratasys’ Annual Report on Form 20-F for the fiscal year ended December 31, 2022, which was filed with the SEC on March 3, 2023. Information about the
directors and executive officers of Desktop Metal, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Desktop Metal’s proxy statement for its 2023 Annual Meeting of Stockholders, which
was filed with the SEC on April 25, 2023 and Desktop Metal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 1, 2023. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction.
Investors should read the joint proxy statement/prospectus, as supplemented hereby, carefully before making any voting or investment decisions. You may obtain free copies of these documents from Stratasys or Desktop Metal using the sources