Stratasys to Acquire MakerBot, Merging Two Global 3D Printing Industry Leaders
Stratasys to Acquire MakerBot, Merging Two Global 3D Printing Industry Leaders
AsiaNet 53460
MINNEAPOLIS and REHOVOT, Israel, June 21, 2013 /PRN=KYODO JBN/ --
Combination of Stratasys and MakerBot expected to drive faster adoption of
desktop 3D printing by extending the Stratasys product offering to include a
full range of 3D printing capabilities
Stratasys Ltd. ( http://www.stratasys.com )(NASDAQ: SSYS), the leader in 3D
printing and additive manufacturing, and MakerBot ( http://www.makerbot.com ),
the leader in desktop 3D printing, today announced the signing of a definitive
merger agreement whereby privately held MakerBot has agreed to merge with a
subsidiary of Stratasys in a stock-for-stock transaction. MakerBot, founded in
2009, helped develop the desktop 3D printing market and has built the largest
installed base of 3D printers in the category by making 3D printers highly
accessible. The company has sold more than 22,000 3D printers since 2009. In
the last nine months, the MakerBot Replicator 2 Desktop 3D Printer accounted
for 11,000 of those sales.
(Logo: http://www.prnasia.com/sa/2012/12/05/20121205155959811273-l.jpg )
The combination of these two industry leaders is expected to drive faster
adoption of 3D printing for multiple applications and industries, as desktop 3D
printers are becoming a mainstream tool across many market segments. Upon
completion of the transaction, MakerBot will operate as a separate subsidiary
of Stratasys, maintaining its own identity, products and go-to-market strategy.
The merger enhances Stratasys' leadership position in the rapidly growing 3D
printer market, by enabling Stratasys to offer affordable desktop 3D printers
together with a seamless user experience. The merger is expected to be
completed during the third quarter of 2013; and it is subject to regulatory
approvals and other conditions customary for such transactions.
The MakerBot 3D Ecosystem drives the accessibility and rapid adoption of their
desktop 3D printers. It includes Thingiverse.com, the largest collection of
downloadable digital designs for making physical objects, and which is
empowered by a growing community of makers and creators. The MakerBot 3D
Ecosystem also includes MakerWare software, MakerCare service, MakerBot
Filament, the MakerBot Retail Store, the MakerBot 3D Photo Booth, and strategic
partnerships with Autodesk, Adafruit, Nokia, OUYA, MoMA and Amazon. MakerBot
recently announced it will further extend its 3D Ecosystem with the MakerBot
Digitizer desktop 3D scanner.
MakerBot's products are increasingly used by prosumers, including engineers,
designers, architects, manufacturers, entrepreneurs and individuals, for
professional purposes, as well as for personal applications. Bre Pettis, CEO
and co-founder of MakerBot, will continue to lead the company. Pettis is a
leader in the 3D printing industry, with a mission to drive further adoption of
the company's products.
"MakerBot's 3D printers are rapidly being adopted by CAD-trained designers and
engineers," said David Reis, Stratasys CEO. "Bre Pettis and his team at
MakerBot have built the strongest brand in the desktop 3D printer category by
delivering an exceptional user experience. MakerBot has impressive products,
and we believe that the company's strategy of making 3D printing accessible and
affordable will continue to drive adoption. I am looking forward to working
with Bre," added Reis.
"The last couple of years have been incredibly inspiring and exciting for us,"
noted Pettis. "We have an aggressive model for growth, and partnering with
Stratasys will allow us to supercharge our mission to empower individuals to
make things using a MakerBot, and allow us to bring 3D technology to more
people. I am excited about the opportunities this combination will bring to our
current and future customers."
Transaction Details
Under the terms of the merger agreement, Stratasys will initially issue
approximately 4.76 million shares in exchange for 100% of the outstanding
capital stock of MakerBot. The proposed merger has an initial value of $403
million based on Stratasys' closing stock price of $84.60 as of June 19, 2013.
MakerBot stakeholders also qualify for performance-based earn-outs that provide
for the issue of up to an additional 2.38 million shares through the end of
2014. The proposed earn-out payments have an initial value of up to $201
million based on the Stratasys closing stock price as of June 19, 2013. Those
payments, if earned, will be made in Stratasys shares or cash (in an amount
reflecting the value of the Stratasys shares that would have otherwise been
issued at the relevant earn out determination date), or a combination thereof,
at Stratasys' discretion. The merger is expected to accelerate Stratasys'
growth rate and be slightly dilutive to Non-GAAP earnings per share in 2013,
and accretive to Stratasys Non-GAAP earnings per share by the end of 2014.
Operating Structure
Stratasys intends for MakerBot to operate as a separate subsidiary, preserving
its existing brand, management, as well as the spirit of collaboration it has
built with its users and partners. Together with Stratasys, MakerBot will
continue to innovate, expand its product offering, provide attentive service to
its users and make more 3D printing content available through Thingiverse.com.
Upon completion of the merger, Stratasys and MakerBot will jointly develop and
implement strategies for building on their complementary strengths,
intellectual property and technical know-how, and other unique assets and
capabilities. The opportunities could include accelerating MakerBot's reach by
leveraging Stratasys' global infrastructure; cross-promotion of products into
the installed base of the combined companies; and leveraging Stratasys'
extensive know-how in Fused Deposition Modeling (FDM) to benefit MakerBot's
product line.
MakerBot Overview
MakerBot is the leader in desktop 3D printing. Use of desktop 3D printers that
provide affordable 3D printing access to individuals is growing rapidly. The
merger will allow Stratasys to offer more accessible desktop 3D printers to
meet customer demand and accelerate that growth.
MakerBot reports that during the first quarter of 2013, the company generated
$11.5 million in total revenue, compared to $15.7 million for all of 2012.
Thingiverse.com, MakerBot's online content portal for the sharing of
user-generated digital design content, has more than 90,000 3D product files
available for sharing, and generates more than 500,000 unique visitors and
1,000,000 downloads each month. The accessibility and ease-of-use of this 3D
printing content helps promote system usage.
A majority of MakerBot's sales are via direct-to-consumer channels on the
company's website. MakerBot also sells through distributors outside the U.S.
and has the MakerBot store, the first-ever 3D printing retail store, which
serves as both a desktop 3D printing demonstration site and brick-and-mortar
sales location in New York City.
Desktop 3D Printing Overview
Desktop 3D printer usage among design and engineering professionals is growing
rapidly. Stratasys and MakerBot estimate that between 35,000 to 40,000 desktop
3D printers were sold in 2012. This number is estimated to double in 2013, as
prosumers increasingly adopt desktop 3D printers for a broad range of
applications. Stratasys believes that the unique MakerBot user experience along
with the affordability and accessibility of their products, materials and
services will help to grow the rate of adoption for desktop 3D printers.
Investor Conference Call and Webcast
A conference call to discuss the transaction is scheduled for Thursday, June
20, 2013 at 6:00 a.m. Central Time / 7:00 a.m. Eastern Time / 2:00 p.m. Israel
Time. To participate by phone, the U.S. dial-in number is 800-706-7745, and the
international dial-in number is +1-617-614-3472. Please reference conference
ID# 14893429. Participants are advised to dial into the call at least 10
minutes prior to the call start time to register. The conference call will also
be available via live webcast on the Stratasys and MakerBot websites at
Stratasys.com under the "Investors" tab, and at Makerbot.com; or by accessing
the following link: http://www.media-server.com/m/p/86agynec. A presentation
will accompany the conference call.
A replay of this conference call may be accessed by webcast or by telephone. To
access the replay, please dial 888-286-8010 (U.S.) or +1-617-801-6888
(international) and reference conference ID# 88612957. The replay and archived
webcast will be available through 11:59 p.m. ET on June 26, 2013.
Press Conference
Stratasys and MakerBot will host a News Conference at MakerBot's headquarters
located at One MetroTech Center (Jay Street) 21st Floor, Brooklyn, New York on
Thursday, June 20, 2013 at 10:00 a.m. Eastern Time. To attend, please contact
Jenifer Howard at jenifer.howard@makerbot.com. The event can be accessed live
at http://www.makerbot.com; and an archive will be made available at
About Stratasys
Stratasys Ltd. (Nasdaq: SSYS) is the corporate entity formed in 2012 by the
merger of 3D printing companies Stratasys Inc. and Objet Ltd., based in
Minneapolis, Minn. and Rehovot, Israel. We manufacture 3D printers and
materials for prototyping and production. Our patented FDM(R) and PolyJet(R)
processes produce prototypes and manufactured goods directly from 3D CAD files
or other 3D content. Systems include 3D printers for idea development, a range
of systems for prototyping, and large production systems for direct digital
manufacturing. Since June 2012, our range of over 130 3D printing materials is
the widest in the industry and includes in excess of 120 proprietary
inkjet-based photopolymer materials and 10 proprietary FDM-based thermoplastic
materials. We also manufacture Solidscape 3D Printers and operate the RedEye On
Demand digital-manufacturing service. Stratasys has more than 1100 employees,
holds more than 500 granted or pending additive manufacturing patents globally,
and has received more than 20 awards for its technology and leadership. Online
at: www.stratasys.com or http://blog.stratasys.com.
About MakerBot
Founded in 2009, Brooklyn-based MakerBot ( http://www.makerbot.com ) has grown
to be a leader in desktop 3D printing. MakerBot Desktop 3D Printers are used by
engineers, designers, researchers, and people who just like to make things. The
MakerBot Replicator Desktop 3D Printer has been named Popular Mechanics'
"Overall Winner" for best 3D printer and has won numerous awards, including
being honored as one of Time Magazine's Best Inventions of 2012; "Best Emerging
Tech" at the 2012 Consumer Electronics Show; Popular Mechanics' Editor's Choice
Award; the Popular Science Product of the Year; a TechCrunch Crunchies Award
for best hardware start-up; and a Fast Company 2012 Innovation by Design Award.
MakerBot was named by Fast Company as "One of the World's Top 10 Most
Innovative Companies in Consumer Electronics" and highlighted in Entrepreneur
magazine's "100 Brilliant Companies." The company has been featured on the
cover of WIRED, The New York Times, The Wall Street Journal, The Economist,
Inc., Worth, The Colbert Report, Fast Company, Engadget, Make: Magazine,
Rolling Stone, Time.com, Entrepreneur, CNN, Financial Times, National Public
Radio, Vogue Italia and many others. Follow MakerBot at MakerBot.com.
Forward Looking Statement
Certain information included or incorporated by reference in this press may be
deemed to be "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements are often characterized by the use of forward-looking terminology
such as "may," "will," "expect," "anticipate," "estimate," "continue,"
"believe," "should," "intend," "project" or other similar words, but are not
the only way these statements are identified. These forward-looking statements
may include, but are not limited to, statements relating to the Company's
objectives, plans and strategies, statements that contain projections of
results of operations or of financial condition and all statements (other than
statements of historical facts) that address activities, events or developments
that the Company intends, expects, projects, believes or anticipates will or
may occur in the future. Forward-looking statements are not guarantees of
future performance and are subject to risks and uncertainties. The Company has
based these forward-looking statements on assumptions and assessments made by
its management in light of their experience and their perception of historical
trends, current conditions, expected future developments and other factors they
believe to be appropriate. Important factors that could cause actual results,
developments and business decisions to differ materially from those anticipated
in these forward-looking statements include, among other things: the Company's
ability to efficiently and successfully integrate the operations of Stratasys,
Inc. and Objet Ltd. after their merger; our ability to obtain the necessary
approvals and to satisfy the necessary closing conditions in order to
successfully close the acquisition of MakerBot; the overall global economic
environment; the impact of competition and new technologies; general market,
political and economic conditions in the countries in which the Company
operates; projected capital expenditures and liquidity; changes in the
Company's strategy; government regulations and approvals; changes in customers'
budgeting priorities; litigation and regulatory proceedings; and those factors
referred to under "Risk Factors", "Information on the Company", "Operating and
Financial Review and Prospects", and generally in the Company's annual report
on Form 20-F for the year ended December 21, 2012 filed with the U.S.
Securities and Exchange Commission and in other reports that the Company has
filed with the SEC. Readers are urged to carefully review and consider the
various disclosures made in the Company's SEC reports, which are designed to
advise interested parties of the risks and factors that may affect its
business, financial condition, results of operations and prospects. Any
forward-looking statements in this press release are made as of the date
hereof, and the Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
Non-GAAP Discussion Disclosure
The information discussed within this release includes financial projections
that are in accordance with accounting principles generally accepted in the
United States (GAAP). In addition, certain non-GAAP financial projections have
been provided that exclude certain charges, expenses and income. The non-GAAP
measures should be read in conjunction with the corresponding GAAP measures and
should be considered in addition to, and not as an alternative or substitute
for, the measures prepared in accordance with GAAP. The non-GAAP financial
measures are provided in an effort to provide information that investors may
deem relevant to evaluate results from the Company's core business operations
and to compare the Company's performance with prior periods. The non-GAAP
financial measures primarily identify and exclude certain discrete items, such
as transaction-related expenses, amortization expenses and expenses associated
with share-based compensation required under ASC 718. The Company uses these
non-GAAP financial measures for evaluating comparable financial performance
against prior periods.
SOURCE Stratasys
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