{"id":785627,"date":"2023-09-21T18:27:20","date_gmt":"2023-09-21T22:27:20","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/the-donerail-group-reiterates-intent-to-vote-against-stratasys-proposed-acquisition-of-desktop-metal-and-highlights-boards-complete-failure-as-fiduciaries\/"},"modified":"2023-09-21T18:27:20","modified_gmt":"2023-09-21T22:27:20","slug":"the-donerail-group-reiterates-intent-to-vote-against-stratasys-proposed-acquisition-of-desktop-metal-and-highlights-boards-complete-failure-as-fiduciaries","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/the-donerail-group-reiterates-intent-to-vote-against-stratasys-proposed-acquisition-of-desktop-metal-and-highlights-boards-complete-failure-as-fiduciaries\/","title":{"rendered":"The Donerail Group Reiterates Intent to Vote Against Stratasys\u2019 Proposed Acquisition of Desktop Metal and Highlights Board\u2019s Complete Failure as Fiduciaries"},"content":{"rendered":"
\n

\n Applauds Leading Independent Proxy Advisory Firm, ISS, For Recommending Stratasys Shareholders vote AGAINST the Acquisition of Desktop Metal<\/em>
\n \n <\/p>\n

\n Commends Other Stratasys Shareholders for Public Statements Announcing Intent to Vote AGAINST the Acquisition of Desktop Metal<\/em>\n <\/p>\n

\n Continues to Believe There\u00a0to be Other Viable, Attractive Alternatives to Desktop Metal Acquisition <\/em>\n <\/p>\n

\n Reiterates Strong Concerns Regarding the Stratasys Board\u2019s Complete and Utter Disregard of Its Fiduciary Obligations\u00a0and Contends Existing Stratasys Board May Need Severe Overhaul<\/em>\n <\/p>\n

LOS ANGELES, Sept. 21, 2023 (GLOBE NEWSWIRE) — <\/p>\n

The Donerail Group LP (together with its affiliates, \u201cDonerail\u201d or \u201cwe\u201d), a large shareholder of Stratasys Ltd. (the \u201cCompany\u201d or \u201cStratasys\u201d) (NASDAQ: SSYS), today issued an open letter to Stratasys\u2019 Board of Directors (the \u201cBoard\u201d). In its letter, Donerail discusses its serious concerns with the proposed acquisition of Desktop Metal, Inc. (\u201cDesktop Metal\u201d or \u201cDM\u201d) by Stratasys and highlights the recommendation by leading proxy advisory firm Institutional Shareholder Services Inc. (\u201cISS\u201d) that Stratasys shareholders vote AGAINST the proposed acquisition of Desktop Metal.1<\/sup>\u00a0\u00a0<\/p>\n

The full text of Donerail\u2019s letter to the Board follows:<\/p>\n

September 21, 2023<\/p>\n

Stratasys Ltd.
1 Holtzman Street, Science Park
P.O. Box 2496
Rehovot, Israel 76124<\/p>\n

To the members of the Board,<\/p>\n

Since the May 25th<\/sup> announcement by Stratasys that it intended to acquire Desktop Metal, we have been highly outspoken of our skepticism regarding the strategic and financial merits of a Desktop Metal acquisition.<\/p>\n

In conjunction with our skepticism regarding a DM acquisition, we have extensively detailed our concerns regarding historical actions undertaken by the Board. Notwithstanding the DM acquisition \u2013 a transaction that we intend to vote AGAINST given the multitude of clear value-creating options that do exist \u2013 our concern regarding the Board\u2019s ability to be appropriate fiduciaries for shareholders has risen to alarming levels.\u00a0\u00a0<\/p>\n

Yesterday, a leading proxy advisory firm, ISS, agreed with our assessment regarding a DM acquisition, publishing a report in which it explicitly recommended that \u201cshareholders should vote against the proposed transaction with DM,\u201d detailing that \u201cit is not clear that [the proposed DM transaction] creates value for SSYS shareholders.\u201d Other large shareholders have also publicly announced that they intend to vote AGAINST the proposed DM transaction.\u00a0<\/p>\n

But, perhaps, in what spotlights what we believe to be grave and fundamental issues, ISS questioned critical matters that, we believe, speak to the Board\u2019s inability to act as fiduciaries and properly oversee Stratasys management. <\/p>\n

In the part of its report in which ISS assesses the SSYS criticism of the competency of the 3D Systems Corporation (\u201cDDD\u201d) management team in the context of a DDD merger proposal, ISS detailed that \u201csuch concern appears to be primarily about the role that particular SSYS management members would play following a [DDD merger], and less about formulating a path to create value for its shareholders in a transaction.\u201d<\/p>\n

Given these comments from ISS, how are shareholders to ever trust this Board\u2019s ability to oversee Stratasys management?<\/p>\n

Indeed, since announcing our public concern regarding the Desktop Metal acquisition on June 29th<\/sup>, we have worked to engage with shareholders, industry participants, and members of the Stratasys management team and Board to better understand the rationale for the proposed DM transaction. Frankly, as our diligence on the DM acquisition grew more exhaustive, we only grew further concerned with the prospective merger, and we highlighted a multitude of our concerns directly to members of the Board.<\/p>\n

Reflecting on the past two years of events,\u00a0the Board\u2019s indifference to shareholders has been consistent and costly:<\/p>\n