UPDATE: 3D Systems Announces Purchase of Simbionix for $120M in Cash

3D Systems

announced today that it entered into a definitive agreement to acquire Simbionix for $120 million in cash, subject to customary closing adjustments. Simbionix is the global leader in 3D virtual reality surgical simulation and training with 60+ interventional procedures across 8 specialties through 16 simulation platforms — a complementary building block that expands 3DS's breadth and reach within the open-ended 3D healthcare field. The transaction is expected to be completed within the next 30 days, subject to customary closing conditions. Upon closing, 3DS expects this acquisition to be immediately accretive to its cash generation and to its non-GAAP earnings per share. "Simbionix is a perfect match for our healthcare business and its powerful technology, products, channels and domain expertise expands our 3D healthcare capabilities from the training room to the operating room, and extends our first mover advantage in this fast growing vertical," said Avi Reichental, President and Chief Executive Officer, 3DS. Headquartered in Cleveland, Ohio with a research and development center in Israel, Simbionix pioneered patient-specific simulation with FDA-cleared solutions that are changing the way preparation for individual surgeries are carried out. Its proprietary simulation and training products are revolutionizing the way physicians practice and master surgical procedures with improved learning that can favorably impact patient outcomes. "3D Systems is the recognized 3D healthcare leader and they have an exceptional track record of commercially deploying innovative virtual surgery and medical device products and services," said Gary Zamler, Simbionix Corporation CEO. "We couldn't be more excited to join this fine organization and look forward to accelerate our growth by enhancing the entire 3D digital thread for the benefit of our customers worldwide." The recent acquisition of industry leader Medical Modeling brought to 3DS world-class clinical capabilities in Virtual Surgical Planning (VSP®), guiding and instrumenting of complex personalized surgical procedures, production at scale of 3D printed implants, and delivery of a wide variety of 3D printed patient-specific medical devices. In addition to synergistic technology and products, Simbionix brings to 3DS global sales channels and deep clinical relationships to accelerate the adoption of best medical practices, to advance clinical performance, and to optimize procedural outcomes. The company's products can be found in simulation centers, hospitals, colleges and other educational facilities in over 60 countries. The company plans to operate Simbionix under the continued leadership of Gary Zamler, CEO of Simbionix, who will become Vice President and General Manager, Simbionix Products for 3DS and immediately pursue synergistic integration opportunities leveraging the combined resources and expertise to advance 3DS' healthcare portfolio further and faster. Management plans to include a more detailed discussion of this transaction as part of its previously scheduled conference call and simultaneous webcast to review its financial results for the second quarter and first six months of 2014 at 9:00am ET on July 31, 2014. The company also plans to file its second quarter earnings release at 8:30 a.m. ET and its Form 10-Q before the NYSE market opens. Date: Thursday, July 31, 2014 Time: 9:00 a.m. Eastern Time Listen via Internet: www.3dsystems.com/investor Participate via telephone: Within the U.S.: 1-866-953-6860 Outside the U.S.: 1-617-399-3484 Participant code: 39529244 Forward-Looking Statements Certain statements made in this release that are not statements of historical or current facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the company to be materially different from historical results or from any future results or projections expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in the conditional or future tenses or that include terms such as "believes," "belief," "expects," "estimates," "intends," "anticipates" or "plans" to be uncertain and forward-looking. Forward-looking statements may include comments as to the company's beliefs and expectations as to future events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the control of the company, including whether the acquisition of Simbionix USA Corporation is completed on the terms described, or at all, or whether the acquisition will be immediately accretive to cash generation or contribute to non-GAAP earnings per share of the company after closing. The factors described under the headings "Forward-Looking Statements," "Cautionary Statements and Risk Factors," and "Risk Factors" in the company's periodic filings with the Securities and Exchange Commission, as well as other factors, could cause actual results to differ materially from those reflected or predicted in forward-looking statements.