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

http://mbot.co/press062013.

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