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3D SYSTEMS CORPORATION

(DDD)
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3D SYSTEMS CORP : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

06/02/2021 | 04:13pm EDT

Item 1.01. Entry into a Material Definitive Agreement.

On June 1, 2021, 3D Systems, Inc., Quickparts.com, Inc., 3D Systems Italia Srl, 3D Systems France Sarl, 3D Systems Europe Limited and 3D Systems GmbH (collectively, the "Sellers"), each subsidiaries of 3D Systems Corporation (the "Company"), and the Company entered into an Asset Purchase Agreement (the "Purchase Agreement") with QP 3D Acquisition, Inc., an affiliate of Trilantic North America (the "Purchaser"), pursuant to which the Purchaser agreed to purchase from the Sellers, and the Sellers agreed to sell to the Purchaser (the "Transaction"), the Company's On Demand Manufacturing business (the "Acquired Business"), for a purchase price of $82,000,000, subject to certain closing adjustments.

The Purchase Agreement contains customary representations, warranties, covenants, agreements and indemnification obligations of the Sellers, the Company and the Purchaser.

Completion of the Transaction (the "Closing") is expected to occur during the third quarter of 2021. The Closing is contingent upon the satisfaction of customary closing conditions set forth in the Purchase Agreement, including the accuracy of each party's representations and warranties (subject to certain exceptions) and the performance in all material respects by each of the parties of its covenants and agreements. The Closing is not subject to a financing condition. The Purchase Agreement also includes customary termination provisions, including if the closing of the Transaction has not occurred on or before September 29, 2021.

At Closing, the Company and the Purchaser will enter into a transition services agreement pursuant to which the Sellers and certain of their affiliates will provide certain information technology, corporate finance, tax, treasury, accounting, human resources and payroll, sales and marketing, operations, facilities and other customary services to support the Purchaser in the ongoing operation of the Acquired Business.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated in this Item 1.01 by reference.

The above description of the Purchase Agreement has been included to provide information regarding the terms of the Purchase Agreement. It is not intended to provide any other information about the Company, the Sellers, the Purchaser or their respective subsidiaries or affiliates. The Purchase Agreement contains representations and warranties of the parties thereto that were made solely for the benefit of the other parties. The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Purchase Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement. In addition, such representations and warranties may apply a contractual standard of materiality that is different from that generally applicable to stockholders. The representations and warranties were made for the purposes of allocating contractual risk between the parties to the Purchase Agreement and should not be relied upon as a disclosure of factual information relating to the parties thereto or the Company.

Item 8.01. Other Events.

On June 1, 2021, the Company issued a press release announcing the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibits

              Asset Purchase Agreement, dated June 1, 2021, by and among 3D
  2.1       Systems, Inc., Quickparts.com, Inc., 3D Systems Italia Srl, 3D
            Systems France Sarl, 3D Systems Europe Limited, 3D Systems GmbH, QP
            3D Acquisition, Inc., and 3D Systems Corporation.
  99.1        Press release issued on June 1, 2021
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2021 595 M - -
Net income 2021 31,1 M - -
Net cash 2021 140 M - -
P/E ratio 2021 106x
Yield 2021 -
Capitalization 3 104 M 3 104 M -
EV / Sales 2021 4,98x
EV / Sales 2022 4,60x
Nbr of Employees 1 995
Free-Float 96,1%
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Mean consensus HOLD
Number of Analysts 9
Last Close Price 24,82 $
Average target price 23,83 $
Spread / Average Target -3,98%
EPS Revisions
Managers and Directors
Jeffrey A. Graves President, Chief Executive Officer & Director
Jagtar Narula Chief Financial Officer & Executive Vice President
Charles G. McClure Chairman
Charles W. Hull Director, Chief Technology Officer & Executive VP
Kevin Scott Moore Independent Director
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