Filed by Stratasys Ltd.
(Commission File No. 001-35751)
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Form F-4 No. 333-272759
Subject Company: Desktop Metal, Inc. (Commission
File No. 001-38835)
The following letter was sent to employees of Stratasys Ltd. by
Yoav Zeif, Chief Executive Officer of Stratasys Ltd., on June 27, 2023.
Internal communication – not for distribution
Team Stratasys,
I want to begin by thanking you for your ongoing commitment to Stratasys,
each other and our customers. We have another development to share regarding our Company, and I am committed to being transparent
with you as we move forward.
Today, we issued a press release confirming that Stratasys has received
a revised unsolicited non-binding indicative proposal from 3D Systems to acquire our Company for $7.50 in cash and 1.3223 newly issued
shares of 3D Systems common stock per ordinary share of Stratasys. You can read the press release here.
As has been the case over the last few months as Stratasys has received
unsolicited proposals, the Stratasys Board of Directors will carefully review the revised 3D Systems proposal in consultation with its
independent financial and legal advisors and in accordance with its fiduciary duties, and its obligations under Stratasys’ merger
agreement with Desktop Metal.
The Stratasys Board has not changed its unanimous approval, recommendation
and declaration of advisability of our combination with Desktop Metal, which will advance Stratasys’ strategy of leading additive
manufacturing into mass production. We continue to expect the Desktop Metal transaction to close in the fourth quarter of 2023, subject
to customary closing conditions, including the approval of Stratasys’ shareholders and Desktop Metal’s stockholders and the
receipt of certain governmental and regulatory approvals.
As you know by now, today’s news has no impact on our business
or your day-to-day responsibilities. Let’s concentrate on closing out Q2 and delivering the same best-in-class 3D printing solutions
that our customers have come to expect from us.
As you have been doing already, please forward any calls you receive
from outside parties, including members of the media, investors and analysts to Yonah Lloyd at Yonah.Lloyd@stratasys.com.
I look forward to continuing to realize our exciting future together.
Yours,
Yoav
---
Forward-Looking Statements
This document contains forward-looking statements
that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect,
the actual results of Stratasys Ltd. and its consolidated subsidiaries (“Stratasys”) may differ materially from those expressed
or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements
that could be deemed forward-looking statements.
Such forward-looking statements include statements
relating to the proposed transaction between Stratasys and Desktop Metal, Inc. (“Desktop Metal”), including statements
regarding the benefits of the transaction and the anticipated timing of the transaction, and information regarding the businesses of Stratasys
and Desktop Metal, including expectations regarding outlook and all underlying assumptions, Stratasys’ and Desktop Metal’s
objectives, plans and strategies, information relating to operating trends in markets where Stratasys and Desktop Metal operate, statements
that contain projections of results of operations or of financial condition and all other statements other than statements of historical
fact that address activities, events or developments that Stratasys or Desktop Metal intends, expects, projects, believes or anticipates
will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently
available to management. All statements in this communication, other than statements of historical fact, are forward-looking statements
that may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,”
“anticipates,” “should,” “estimates,” and similar expressions. These forward-looking statements involve
known and unknown risks and uncertainties, which may cause Stratasys’ or Desktop Metal’s actual results and performance to
be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results
and performance include, but are not limited to those factors and risks described in Item 3.D “Key Information - Risk Factors”,
Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” in Stratasys’
Annual Report on Form 20-F for the year ended December 31, 2022 and Part 1, Item 1A, “Risk Factors” in Desktop Metal’s
Annual Report on Form 10-K for the year ended December 31, 2022, each filed with the Securities and Exchange Commission (the “SEC”),
and in other filings by Stratasys and Desktop Metal with the SEC. These include, but are not limited to: factors relating to the partial
tender offer commenced by Nano Dimension Ltd. (“Nano”), including actions taken by Nano in connection with the offer, actions
taken by Stratasys or its shareholders in respect of the offer and the effects of the offer on Stratasys’ businesses, or other developments
involving Nano, the ultimate outcome of the proposed transaction between Stratasys and Desktop Metal, including the possibility that Stratasys
or Desktop Metal shareholders will reject the proposed transaction; the effect of the announcement of the proposed transaction on the
ability of Stratasys and Desktop Metal to operate their respective businesses and retain and hire key personnel and to maintain favorable
business relationships; the timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give
rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction
(including any necessary shareholder approvals); other risks related to the completion of the proposed transaction and actions related
thereto; changes in demand for Stratasys’ or Desktop Metal’s products and services; global market, political and economic
conditions, and in the countries in which Stratasys and Desktop Metal operate in particular; government regulations and approvals; the
extent of growth of the 3D printing market generally; the global macro-economic environment, including headwinds caused by inflation,
rising interest rates, unfavorable currency exchange rates and potential recessionary conditions; the impact of shifts in prices or margins
of the products that Stratasys or Desktop Metal sells or services Stratasys or Desktop Metal provides, including due to a shift towards
lower margin products or services; the potential adverse impact that recent global interruptions and delays involving freight carriers
and other third parties may have on Stratasys’ or Desktop Metal’s supply chain and distribution network and consequently,
Stratasys’ or Desktop Metal’s ability to successfully sell both existing and newly-launched 3D printing products; litigation
and regulatory proceedings, including any proceedings that may be instituted against Stratasys or Desktop Metal related to the proposed
transaction; impacts of rapid technological change in the additive manufacturing industry, which requires Stratasys and Desktop Metal
to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market
adoption of Stratasys’ or Desktop Metal’s products; and disruptions of Stratasys’ or Desktop Metal’s information
technology systems.
These risks, as well as other risks related to
the proposed transaction, are included in the registration statement on Form F-4 and joint proxy statement/prospectus that has been filed
with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. While the list of factors
presented here is, and the list of factors presented in the registration statement on Form F-4 are, considered representative, no such
list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other
factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Stratasys’
and Desktop Metal’s respective periodic reports and other filings with the SEC, including the risk factors identified in Stratasys’
and Desktop Metal’s Annual Reports on Form 20-F and Form 10-K, respectively, and Stratasys’ Form 6-K reports that published
its results for the quarter ended March 31, 2023, which it furnished to the SEC on May 16, 2023, and Desktop Metal’s most recent
Quarterly Reports on Form 10-Q. The forward-looking statements included in this communication are made only as of the date hereof. Neither
Stratasys nor Desktop Metal undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances,
except as required by law.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Important Additional Information
In connection with the proposed transaction, Stratasys
filed with the SEC a registration statement on Form F-4 that includes a joint proxy statement of Stratasys and Desktop Metal and that
also constitutes a prospectus of Stratasys. Each of Stratasys and Desktop Metal may also file other relevant documents with the SEC regarding
the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any
other document that Stratasys or Desktop Metal may file with the SEC. The registration statement has not yet become effective. After
the registration statement is effective, the definitive joint proxy statement/prospectus will be mailed to shareholders of Stratasys and
Desktop Metal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the registration statement and definitive joint proxy statement/prospectus
and other documents containing important information about Stratasys, Desktop Metal and the proposed transaction, once such documents
are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with, or furnished,
to the SEC by Stratasys will be available free of charge on Stratasys’ website at https://investors.stratasys.com/sec-filings. Copies
of the documents filed with the SEC by Desktop Metal will be available free of charge on Desktop Metal’s website at https://ir.desktopmetal.com/sec-filings/all-sec-filings.
Participants in the Solicitation
Stratasys, Desktop Metal and certain of their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information
about the directors and executive officers of Stratasys, including a description of their direct or indirect interests, by security holdings
or otherwise, is set forth in Stratasys’ proxy statement for its 2022 Annual General Meeting of Shareholders, which was filed with
the SEC on August 8, 2022, and Stratasys’ Annual Report on Form 20-F for the fiscal year ended December 31, 2022, which was filed
with the SEC on March 3, 2023. Information about the directors and executive officers of Desktop Metal, including a description of their
direct or indirect interests, by security holdings or otherwise, is set forth in Desktop Metal’s proxy statement for its 2023 Annual
Meeting of Stockholders, which was filed with the SEC on April 25, 2023 and Desktop Metal’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2022, which was filed with the SEC on March 1, 2023. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy
statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the joint
proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from
Stratasys or Desktop Metal using the sources indicated above.
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