3D Systems and DTM Corporation Announce Plans to Merge
Acquisition Will Secure 3D Systems’ Leadership in the Solid Imaging
Industry
VALENCIA, Calif., and AUSTIN, Texas, April 3, 2001 - 3D Systems Corp.
(Nasdaq: TDSC) and DTM Corporation (Nasdaq: DTMC) today announced that they
have signed a definitive merger agreement under which 3D Systems will
purchase all of the outstanding shares of common stock of DTM for $5.80 per
share in cash. The acquisition will bring together two leading companies
from the solid imaging industry, combining their complementary products and
customers and extending 3D Systems’ global reach. The transaction will
value DTM at approximately $45 million (before transaction costs).
Under the agreement, which has been unanimously approved by the boards of
directors of both companies, 3D Systems will commence a tender offer for
any and all outstanding shares of DTM common stock no later than five
business days after receiving financing commitments in an amount sufficient
to fund the acquisition and provide for 3D’s ongoing working capital needs.
3D Systems anticipates that it will arrange for the financing commitments
on or prior to May 3, 2001, and that the tender offer would close in June
2001.
The tender offer will be followed by a merger in which each share of DTM
common stock not tendered through the offer will convert to a right to
receive $5.80 in cash. All employee options will be converted into a right
to receive cash at the same value as the common stock (less the applicable
exercise price) as part of the merger. After the merger, DTM will become a
wholly owned subsidiary of 3D Systems.
The tender offer will be subject to the receipt by 3D Systems of the
financing necessary to complete the transaction, as well as a number of
customary conditions, including the tender of at least 67% of DTM’s
outstanding shares of common stock. DTM’s chief executive officer and DTM
Acquisition Corp., DTM’s largest shareholder, representing approximately
49% of DTM’s outstanding shares of common stock, have entered into
agreements to tender their shares pursuant to the tender offer.
On a pro forma basis, the combined companies had approximately $150 million
in revenues in 2000. 3D Systems expects that the combination will result in
significant operating benefits and be accretive (after excluding
integration and other costs of combining the two companies) during the
first year of operations. It is expected that DTM will continue to maintain
its presence in Austin, Texas, following the offer. John S. Murchison, III,
president and CEO of DTM, is expected to join the 3D Systems Board of
Directors following the closing of the transaction.
“We are very pleased to join with DTM to create the preeminent solid
imaging company in the world,” stated Brian K. Service, president and CEO
of 3D Systems. “We are currently the leading company in the solid imaging
arena. We believe our merger with DTM will enable us to continue our growth
into the rapidly developing market for mass customization, rapid tooling,
and direct or indirect in-line manufacturing processes, which requires new
materials such as metal, plastic, composites and ceramics to allow us to
offer the broadest range of solid imaging applications.”
Murchison said, “The opportunity for DTM to join 3D Systems is an exciting
development for our customers, shareholders and employees. We believe the
merger will result in a company that is uniquely equipped with the
technologies, product solutions and resources to develop and grow the rapid
prototyping and small volume manufacturing markets. We are looking forward
to working closely with 3D Systems’ management to complete the merger and
integration of our respective companies.”
A.G. Edwards & Sons, Inc., acted as financial adviser for 3D Systems in
this transaction, and Hoak Breedlove Wesneski & Co. acted as financial
adviser to DTM.
3D Systems will conduct a conference call to discuss the merger on Tuesday,
April 3, 2001, at 3 p.m. Eastern time. To access the call, dial (800)
251-3185 or (415) 908-6299 internationally. A recording of the call will be
available for 48 hours beginning 6:30 p.m. Eastern time. To access the
recording, dial (800) 633-8284 or (858) 812-6440 internationally and enter
18499187.
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