UPDATE: 3D Systems (DDD) to Acquire Cimatron (CIMT) for $8.97/Share
(Updated - November 24, 2014 5:58 AM EST)
3D Systems (NYSE: DDD) and Cimatron Ltd. (Nasdaq: CIMT) announced a definitive agreement under which 3DS will acquire all of the outstanding shares of Cimatron for $8.97 per share in cash, subject to certain adjustments for Cimatron transaction expenses, for a total of approximately $97 million, inclusive of its net cash.
The combination of Cimatron's products with 3DS' portfolio strengthens 3DS' position in the fast-growing 3D design and manufacturing space. The transaction adds complementary products and technology and extends 3DS' direct and reseller sales coverage globally. 3DS management expects the acquisition of Cimatron to be immediately accretive to its cash generation and to its Non-GAAP earnings per share upon closing.
"We believe that the perfect strategic fit between our businesses, combined with expanded capabilities in product development, channel coverage and marketing, could present sizeable synergies that together offer significant long-term customer benefits and shareholder value," commented Avi Reichental, President and CEO of 3DS.
Cimatron is a leading provider of integrated 3D CAD/CAM software products and solutions for manufacturing. Cimatron's products are used by a growing number of companies worldwide for their 3D production molds, tools and dies in a wide variety of functional end-use manufacturing applications. With two major product lines, CimatronE and GibbsCAM?, Cimatron caters to all manufacturing sectors. CimatronE is an integrated CAD/CAM solution for toolmakers and manufacturers of discrete parts, which provides full associativity across the manufacturing process from quoting, through design and up to delivery. GibbsCAM, the CAM industry's recognized ease-of-use leader, offers simple to use, yet extremely powerful, solutions for programming multi-axis CNC machine tools.
"We are delighted to combine our leading 3D CAD/CAM software products with 3DS' expanding design and manufacturing digital thread," said Danny Haran, CEO of Cimatron. "We have always been focused on providing comprehensive, cost-effective solutions that streamline manufacturing cycles and shorten product delivery time, and as part of 3DS we can substantially accelerate our progress and extend our reach and impact".
"Our entire Board of Directors is proud of Cimatron and its management's long term success in building a great company with leading products that create sustained customer and shareholder value, and are grateful to have been part of guiding this journey," added Yossi Ben Shalom, Chairman of the Board of Cimatron.
The transaction is subject to customary closing conditions, including requisite regulatory approvals and the approval of Cimatron's shareholders. The Boards of Directors of both companies have unanimously approved the proposed transaction. The companies expect the transaction to close in the first quarter of 2015.
Advisors
Needham & Company is serving as financial advisor to 3DS. Hunton & Williams LLP and Gornitzky & Co. are serving as 3DS' legal counsel.
Prometheus Financial Advisory is serving as financial advisor to Cimatron. Meitar Liquornik Geva Leshem Tal is serving as Cimatron's legal counsel.
Mon, 24 Nov 2014 05:59:00 -0500
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