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
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.
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
© Edgar Online, source Glimpses