Stratasys Ltd 6-K, filed Aug 8, 2022
Stratasys Ltd. (SSYS)
About this 6-K
Stratasys Ltd filed this 6-K on August 8, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of August 2022
Commission File Number 001-35751
STRATASYS LTD.
(Translation of registrant’s name into English)
| c/o Stratasys, Inc. 7665 Commerce Way Eden Prairie, Minnesota 55344 |
1 Holtzman Street, Science Park P.O. Box 2496 Rehovot, Israel 76124 | |
| (Addresses of principal executive offices) | ||
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
CONTENTS
Prospective Acquisition
On August 8, 2022, Stratasys Ltd. (“we,” “us,” “Stratasys” or the “Company”) announced the signing of a definitive agreement pursuant to which the Company will acquire the additive manufacturing materials business of Covestro AG (DAX: 1COV). The Company will pay Covesto AG approximately 43 million euros, plus additional inventory, less certain liabilities, as the consideration for the acquisition. In addition, under the terms of the definitive agreement, Covesto AG may earn up to an additional 37 million euros, subject to the achievement of specified performance metrics. The acquisition is expected to close during the first quarter of 2023, subject to the receipt of regulatory approvals and the satisfaction of other customary closing conditions. A copy of our press release announcing the acquisition is furnished as Exhibit 99.1 to this Report on Form 6-K (this “Form 6-K”).
Exhibit Index
The following exhibit is furnished as part of this Form 6-K:
| Exhibit | Description | |
| 99.1 | Press release, dated August 8, 2022, titled “Stratasys Signs Agreement to Acquire Convestro’s Additive Manufacturing Materials Business.” |
Incorporation by Reference
The contents of this Form 6-K, excluding Exhibit 99.1 hereto, are incorporated by reference into the Company’s registration statements on Form S-8, SEC file numbers 333-190963, 333-236880, 333-253694, 333-262951 and 333-262952, filed by the Company with the Securities and Exchange Commission (the “SEC”) on September 3, 2013, March 4, 2020, March 1, 2021, February 24, 2022 and February 24, 2022, respectively, and Form F-3, SEC file numbers 333-251938 and 333-253780, filed by the Company with the SEC on January 7, 2021 and March 2, 2021, respectively, as amended, and shall be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| STRATASYS LTD. | ||
| Dated: August 8, 2022 | By: | /s/ Eitan Zamir |
| Name: | Eitan Zamir | |
| Title: | Chief Financial Officer | |
2
Exhibit 99.1
STRATASYS SIGNS AGREEMENT TO ACQUIRE
COVESTRO’S
ADDITIVE MANUFACTURING MATERIALS BUSINESS
Accretive acquisition will enable Stratasys to offer more full solutions to customers and accelerate next-generation materials development for manufacturing with partners
Stratasys will expand its differentiated materials
offering in stereolithography, DLP, and powders,
supported by a broad IP portfolio
EDEN PRAIRIE, Minn., and REHOVOT, Israel, August 8, 2022 – Stratasys Ltd. (NASDAQ: SSYS), a leader in polymer 3D printing solutions, announced today it has signed a definitive agreement to acquire the additive manufacturing materials business of Covestro AG (DAX: 1COV). The acquisition is expected to be immediately accretive upon closing. It will include R&D facilities and activities, global development and sales teams across Europe, the U.S. and China, a portfolio of approximately 60 additive manufacturing materials, and an extensive IP portfolio comprised of hundreds of patents and patents pending. The purchase price is approximately 43 million euros, plus additional inventory, less certain liabilities. In addition, there is a potential earnout of up to 37 million euros, subject to the achievement of various performance metrics.
Covestro’s additive manufacturing business includes one of the world’s most recognized and trusted brands in photopolymers - Somos. The automotive grill shown here on a Stratasys Neo800 stereolithography system was 3D-printed with clear Somos WaterShed CX 11122.
Covestro has been a key part of Stratasys’ third-party materials ecosystem, and the acquisition will benefit customers using multiple Stratasys 3D printing platforms, including its Origin P3™, Neo® stereolithography, and H350™ printers. Stratasys is already a distributor of Covestro’s Somos® resins and they are already available for Neo and Origin® One 3D printers.
“Innovative materials are the fuel of additive manufacturing and translate directly into the ability to create new use cases for 3D printing, particularly in the production of end-use parts like dental aligners and automotive components,” said Stratasys CEO Dr. Yoav Zeif. “The acquisition of Covestro’s highly regarded Additive Manufacturing business positions us to further grow adoption of our newest technologies. We will now have the ability to accelerate cutting-edge developments in 3D printing materials, and advance our strategy of providing the best and most complete polymer 3D printing portfolio in the industry.”
The acquisition is expected to close during the first quarter of 2023, and the transaction is subject to the receipt of regulatory approvals and satisfaction of other customary closing conditions. The majority of employees of the acquired entity will continue to be based in Geleen, Netherlands and Elgin, Ill.
About Stratasys
Stratasys is leading the global shift to additive manufacturing with innovative 3D printing solutions for industries such as aerospace, automotive, consumer products and healthcare. Through smart and connected 3D printers, polymer materials, a software ecosystem, and parts on demand, Stratasys solutions deliver competitive advantages at every stage in the product value chain. The world’s leading organizations turn to Stratasys to transform product design, bring agility to manufacturing and supply chains, and improve patient care.
To learn more about Stratasys, visit www.stratasys.com, the Stratasys blog, Twitter, LinkedIn, or Facebook. Stratasys reserves the right to utilize any of the foregoing social media platforms, including the company’s websites, to share material, non-public information pursuant to the SEC’s Regulation FD. To the extent necessary and mandated by applicable law, Stratasys will also include such information in its public disclosure filings.
Stratasys, FDM, P3, Origin, Origin One, SAF, and Neo are trademarks or registered trademarks of Stratasys Ltd. and/or its affiliates. All other trademarks are the property of their respective owners, and Stratasys assumes no responsibility with regard to the selection, performance, or use of these non-Stratasys products.
Cautionary Statement Regarding Forward-Looking Statements
The statements in this press release regarding Stratasys’s intentions with respect to the proposed transaction are “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. These forward-looking statements may include, but are not limited to, statements relating to the anticipated completion of the combination of MakerBot and Ultimaker, the financial position and prospects of the new combined company, and the desktop 3D printing market. Forward-looking statements are subject to significant risks and uncertainties, and actual results could differ materially from those projected. There can be no assurance that Stratasys will be able to complete the transaction on the anticipated terms, or at all. Important factors that could cause actual results and developments to differ materially from those anticipated in these forward-looking statements include, among other things, risks and uncertainties related to market conditions, satisfaction of customary closing conditions related to the transaction and the risk factors and other matters referred to under “Risk Factors”, and generally in Stratasys’ Annual Report on Form 20-F for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission, or SEC, on February 24, 2022, and in other reports that Stratasys furnishes to or files with the SEC from time to time, including, most recently, the report of foreign private issuer on Form 6-K reporting Stratasys’ results for the quarter ended June 30, 2022, furnished to the SEC on August 3, 2022. Readers are urged to carefully review and consider the various disclosures made in Stratasys’ SEC reports, which are designed to advise interested parties of the risks and other factors that may affect its business, financial condition, results of operations and prospects. The forward-looking statements in this release speak only as of this date, and Stratasys disclaims any intent or obligation to revise or update publicly any forward-looking statement except as required by law.
Attention editors, if you publish reader-contact information, please use:
| · | USA | +800-801-6491 |
| · | Europe/Middle East/Africa | +49-7229-7772-0 |
| · | Asia Pacific | +852 3944-8888 |
Media Contacts
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Stratasys Corporate & North America Heather Morris heather.morris@stratasys.com +1 612-875-2751
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Europe, Middle East, & Africa Jonathan Wake / Miguel Afonso, stratasys@incus-media.com +44 1737 215200 |
Israel Rosa Coblens Rosa.coblens@stratasys.com +852-9189-7273 |
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Investor Relations Yonah Lloyd yonah.lloyd@stratasys.com +972-74-745-4919
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Brazil, Central America and South America Erica Massini erica.massini@stratasys.com
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Asia Kalyani Dwivedi kalyani.dwivedi@stratasys.com +91 80 6746 2606 |
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