3D Systems and DTM Corporation Announce Plans to Merge; Acquisition Will Secure 3D Systems' Leadership in the Solid Imaging Industry

Apr 03, 2001, 01:00 ET from DTM Corporation and 3D Systems Corp.

    VALENCIA, Calif. and AUSTIN, Texas, April 3 /PRNewswire/ --
 3D Systems Corp. (Nasdaq:   TDSC) and DTM Corporation (Nasdaq:   DTMC) today
 announced that they have signed a definitive merger agreement under which 3D
 Systems will purchase all of the outstanding shares of common stock of DTM for
 $5.80 per share in cash.  The acquisition will bring together two leading
 companies from the solid imaging industry, combining their complementary
 products and customers and extending 3D Systems' global reach.  The
 transaction will value DTM at approximately $45 million (before transaction
 costs).
     Under the agreement, which has been unanimously approved by the boards of
 directors of both companies, 3D Systems will commence a tender offer for any
 and all outstanding shares of DTM common stock no later than five business
 days after receiving financing commitments in an amount sufficient to fund the
 acquisition and provide for 3D's ongoing working capital needs.  3D Systems
 anticipates that it will arrange for the financing commitments on or prior to
 May 3, 2001, and that the tender offer would close in June 2001.
     The tender offer will be followed by a merger in which each share of DTM
 common stock not tendered through the offer will convert to a right to receive
 $5.80 in cash.  All employee options will be converted into a right to receive
 cash at the same value as the common stock (less the applicable exercise
 price) as part of the merger.  After the merger, DTM will become a wholly
 owned subsidiary of 3D Systems.
     The tender offer will be subject to the receipt by 3D Systems of the
 financing necessary to complete the transaction, as well as a number of
 customary conditions, including the tender of at least 67% of DTM's
 outstanding shares of common stock.  DTM's chief executive officer and DTM
 Acquisition Corp., DTM's largest shareholder, representing approximately
 49% of DTM's outstanding shares of common stock, have entered into agreements
 to tender their shares pursuant to the tender offer.
     On a pro forma basis, the combined companies had approximately
 $150 million in revenues in 2000.  3D Systems expects that the combination
 will result in significant operating benefits and be accretive (after
 excluding integration and other costs of combining the two companies) during
 the first year of operations.  It is expected that DTM will continue to
 maintain its presence in Austin, Texas, following the offer.  John S.
 Murchison, III, president and CEO of DTM, is expected to join the 3D Systems
 Board of Directors following the closing of the transaction.
     "We are very pleased to join with DTM to create the preeminent solid
 imaging company in the world," stated Brian K. Service, president and CEO of
 3D Systems.  "We are currently the leading company in the solid imaging arena.
 We believe our merger with DTM will enable us to continue our growth into the
 rapidly developing market for mass customization, rapid tooling, and direct or
 indirect in-line manufacturing processes, which requires new materials such as
 metal, plastic, composites and ceramics to allow us to offer the broadest
 range of solid imaging applications."
     Murchison said, "The opportunity for DTM to join 3D Systems is an exciting
 development for our customers, shareholders and employees.  We believe the
 merger will result in a company that is uniquely equipped with the
 technologies, product solutions and resources to develop and grow the rapid
 prototyping and small volume manufacturing markets.  We are looking forward to
 working closely with 3D Systems' management to complete the merger and
 integration of our respective companies."
     A.G. Edwards & Sons, Inc., acted as financial adviser for 3D Systems in
 this transaction, and Hoak Breedlove Wesneski & Co. acted as financial adviser
 to DTM.
     3D Systems will conduct a conference call to discuss the merger on
 Tuesday, April 3, 2001, at 3 p.m. Eastern time.  To access the call, dial
 800/251-3185 or 415/908-6299 internationally.  A recording of the call will be
 available for 48 hours beginning 6:30 p.m. Eastern time.  To access the
 recording, dial (800) 633-8284 or (858) 812-6440 internationally and enter
 18499187.
 
     About 3D Systems
     3D Systems provides solid imaging products and services that substantially
 reduce the time and cost required to design, test and manufacture products.
 The company's systems utilize patented technologies that create physical
 objects from digital input.
     3D Systems currently offers the ThermoJet(R) office printer and SLA(R)
 industrial systems, which include proprietary software and materials.  Product
 pricing in the U.S. begins at $49,995 for the company's entry-level printer
 and extends up to $799,000 for its feature-rich industrial SLA system.  The
 company also licenses the 3D Keltool(R) process, a complementary application
 that produces injection molding and die casting inserts from SLA system master
 patterns.  In February 2001, 3D Systems announced it acquired OptoForm, a
 French company that developed stereolithography systems using paste materials.
     Based in Valencia, Calif., 3D Systems was founded in 1986 and is
 recognized as the world technology and market leader in solid imaging.  For
 additional information, visit the company's website at www.3dsystems.com or
 phone (888) 337-9786, ext. 764.  For an investor packet, call the company's
 shareholder communications service at (800) 757-1799.
 
     About DTM Corporation
     DTM develops, manufactures, and markets advanced rapid prototyping and
 manufacturing systems, including the Sinterstation 2500plus.  A growing number
 of manufacturers and service bureaus worldwide use these systems to rapidly
 create three-dimensional prototypes, parts, molds, tooling, and casting
 patterns.
     All Sinterstation systems utilize a process called selective laser
 sintering (SLS) to create 3-D objects from computer-aided design (CAD) data.
 The Sinterstation creates the part in a matter of hours using a CO2 laser to
 fuse together layers of powdered plastic, metal, or ceramic powders.  The
 results are durable 3-D parts produced in a fraction of the time it would
 typically take using other traditional methods.
     Among the companies currently using Sinterstations are manufacturers such
 as BMW, Boeing, Pitney Bowes, Rockwell International, Volvo Penta, and others.
 In addition, numerous service bureaus throughout the world include
 Sinterstation systems in their offerings to companies with only an occasional
 need for rapidly produced functional prototypes and parts.  Parts and
 prototypes made on Sinterstation systems also are used in non-industrial
 settings, such as science and medicine.  For more information on DTM's
 systems, customers, and applications, visit the company's website at
 www.dtm-corp.com.
 
     Notice to Read Tender Offer Documents:  A Tender Offer Statement on
 Schedule TO will be filed by 3D Systems and a Solicitation/Recommendation
 Statement on Schedule 14D-9 will be filed by DTM with the Securities and
 Exchange Commission (SEC).  You are urged to read the Tender Offer Statement
 and any other relevant documents to be filed with the SEC.  The Tender Offer
 Statement, the Solicitation/Recommendation statement on Schedule 14D-9 and
 other documents filed with the SEC will contain important information that you
 should consider before making any decision regarding the tender offer and
 related transactions.  You may obtain a free copy of the Tender Offer
 Statement and other documents filed by 3D Systems and DTM with the SEC at the
 SEC's web site at www.sec.gov.  The Tender Offer Statement and other documents
 to be filed with the SEC by 3D Systems will be available free of charge from
 3D Systems by directing a request to 3D Systems Corp., 26081 Avenue Hall,
 Valencia, CA, 91355.  In addition, the Solicitation/Recommendation Statement
 on Schedule 14D-9 and other documents to be filed with the SEC by DTM may be
 obtained free of charge from DTM by directing a request to 1611 Headway
 Circle, Building 2, Austin, TX, 78754.
 
     Note to editors: ThermoJet, SLA, Keltool and the 3D logo are registered
 trademarks of 3D Systems.  Sinterstation and SLS are registered trademarks,
 and DuraForm is a trademark of DTM Corporation.
 
     Certain statements in this news release may constitute "forward-looking
 statements" within the meaning of the Private Securities Litigation Reform Act
 of 1995.  Such forward-looking statements involve known and unknown risks,
 uncertainties and other factors that may cause the actual results, performance
 and achievement of 3D Systems or DTM to be materially different from any
 future results, performance or achievement expressed or implied by such
 forward-looking statements.  Factors that may cause actual results to differ
 from the forward-looking statements contained in this release and that may
 affect each company's prospects in general include, but are not limited to:
 changes in general and industry-wide economic and business conditions; the
 availability of capital on acceptable terms; the availability of financing in
 amounts necessary to allow 3D Systems to commence the tender and to purchase
 the DTM shares; actions of competitors and customers; the uncertain outcome of
 litigation in which the parties are or may become involved, including the
 ongoing litigation between DTM and EOS GmbH; the impact of competitive
 products and pricing; the availability and acceptance of 3D Systems' and DTM's
 products generally; the extent to which the companies are able to develop new
 products and markets for their products; and such other factors as are
 described in the companies' filings with the SEC, including annual reports on
 Form 10-K for the year ended Dec. 31, 2000.
 
      Contacts:
      Jeff Krinks, Public Relations Manager (3D Systems)
      (661) 295-5600, ext. 2910
      krinksj@3dsystems.com
 
      Trudy Self, Self & Associates (3D Systems)
      (818) 880-5437
      tmself@aol.com
 
      Geoff Kreiger (DTM Corp.)
      (512) 339-2922
      marketing@dtm-corp.com
 
 

SOURCE DTM Corporation and 3D Systems Corp.
    VALENCIA, Calif. and AUSTIN, Texas, April 3 /PRNewswire/ --
 3D Systems Corp. (Nasdaq:   TDSC) and DTM Corporation (Nasdaq:   DTMC) today
 announced that they have signed a definitive merger agreement under which 3D
 Systems will purchase all of the outstanding shares of common stock of DTM for
 $5.80 per share in cash.  The acquisition will bring together two leading
 companies from the solid imaging industry, combining their complementary
 products and customers and extending 3D Systems' global reach.  The
 transaction will value DTM at approximately $45 million (before transaction
 costs).
     Under the agreement, which has been unanimously approved by the boards of
 directors of both companies, 3D Systems will commence a tender offer for any
 and all outstanding shares of DTM common stock no later than five business
 days after receiving financing commitments in an amount sufficient to fund the
 acquisition and provide for 3D's ongoing working capital needs.  3D Systems
 anticipates that it will arrange for the financing commitments on or prior to
 May 3, 2001, and that the tender offer would close in June 2001.
     The tender offer will be followed by a merger in which each share of DTM
 common stock not tendered through the offer will convert to a right to receive
 $5.80 in cash.  All employee options will be converted into a right to receive
 cash at the same value as the common stock (less the applicable exercise
 price) as part of the merger.  After the merger, DTM will become a wholly
 owned subsidiary of 3D Systems.
     The tender offer will be subject to the receipt by 3D Systems of the
 financing necessary to complete the transaction, as well as a number of
 customary conditions, including the tender of at least 67% of DTM's
 outstanding shares of common stock.  DTM's chief executive officer and DTM
 Acquisition Corp., DTM's largest shareholder, representing approximately
 49% of DTM's outstanding shares of common stock, have entered into agreements
 to tender their shares pursuant to the tender offer.
     On a pro forma basis, the combined companies had approximately
 $150 million in revenues in 2000.  3D Systems expects that the combination
 will result in significant operating benefits and be accretive (after
 excluding integration and other costs of combining the two companies) during
 the first year of operations.  It is expected that DTM will continue to
 maintain its presence in Austin, Texas, following the offer.  John S.
 Murchison, III, president and CEO of DTM, is expected to join the 3D Systems
 Board of Directors following the closing of the transaction.
     "We are very pleased to join with DTM to create the preeminent solid
 imaging company in the world," stated Brian K. Service, president and CEO of
 3D Systems.  "We are currently the leading company in the solid imaging arena.
 We believe our merger with DTM will enable us to continue our growth into the
 rapidly developing market for mass customization, rapid tooling, and direct or
 indirect in-line manufacturing processes, which requires new materials such as
 metal, plastic, composites and ceramics to allow us to offer the broadest
 range of solid imaging applications."
     Murchison said, "The opportunity for DTM to join 3D Systems is an exciting
 development for our customers, shareholders and employees.  We believe the
 merger will result in a company that is uniquely equipped with the
 technologies, product solutions and resources to develop and grow the rapid
 prototyping and small volume manufacturing markets.  We are looking forward to
 working closely with 3D Systems' management to complete the merger and
 integration of our respective companies."
     A.G. Edwards & Sons, Inc., acted as financial adviser for 3D Systems in
 this transaction, and Hoak Breedlove Wesneski & Co. acted as financial adviser
 to DTM.
     3D Systems will conduct a conference call to discuss the merger on
 Tuesday, April 3, 2001, at 3 p.m. Eastern time.  To access the call, dial
 800/251-3185 or 415/908-6299 internationally.  A recording of the call will be
 available for 48 hours beginning 6:30 p.m. Eastern time.  To access the
 recording, dial (800) 633-8284 or (858) 812-6440 internationally and enter
 18499187.
 
     About 3D Systems
     3D Systems provides solid imaging products and services that substantially
 reduce the time and cost required to design, test and manufacture products.
 The company's systems utilize patented technologies that create physical
 objects from digital input.
     3D Systems currently offers the ThermoJet(R) office printer and SLA(R)
 industrial systems, which include proprietary software and materials.  Product
 pricing in the U.S. begins at $49,995 for the company's entry-level printer
 and extends up to $799,000 for its feature-rich industrial SLA system.  The
 company also licenses the 3D Keltool(R) process, a complementary application
 that produces injection molding and die casting inserts from SLA system master
 patterns.  In February 2001, 3D Systems announced it acquired OptoForm, a
 French company that developed stereolithography systems using paste materials.
     Based in Valencia, Calif., 3D Systems was founded in 1986 and is
 recognized as the world technology and market leader in solid imaging.  For
 additional information, visit the company's website at www.3dsystems.com or
 phone (888) 337-9786, ext. 764.  For an investor packet, call the company's
 shareholder communications service at (800) 757-1799.
 
     About DTM Corporation
     DTM develops, manufactures, and markets advanced rapid prototyping and
 manufacturing systems, including the Sinterstation 2500plus.  A growing number
 of manufacturers and service bureaus worldwide use these systems to rapidly
 create three-dimensional prototypes, parts, molds, tooling, and casting
 patterns.
     All Sinterstation systems utilize a process called selective laser
 sintering (SLS) to create 3-D objects from computer-aided design (CAD) data.
 The Sinterstation creates the part in a matter of hours using a CO2 laser to
 fuse together layers of powdered plastic, metal, or ceramic powders.  The
 results are durable 3-D parts produced in a fraction of the time it would
 typically take using other traditional methods.
     Among the companies currently using Sinterstations are manufacturers such
 as BMW, Boeing, Pitney Bowes, Rockwell International, Volvo Penta, and others.
 In addition, numerous service bureaus throughout the world include
 Sinterstation systems in their offerings to companies with only an occasional
 need for rapidly produced functional prototypes and parts.  Parts and
 prototypes made on Sinterstation systems also are used in non-industrial
 settings, such as science and medicine.  For more information on DTM's
 systems, customers, and applications, visit the company's website at
 www.dtm-corp.com.
 
     Notice to Read Tender Offer Documents:  A Tender Offer Statement on
 Schedule TO will be filed by 3D Systems and a Solicitation/Recommendation
 Statement on Schedule 14D-9 will be filed by DTM with the Securities and
 Exchange Commission (SEC).  You are urged to read the Tender Offer Statement
 and any other relevant documents to be filed with the SEC.  The Tender Offer
 Statement, the Solicitation/Recommendation statement on Schedule 14D-9 and
 other documents filed with the SEC will contain important information that you
 should consider before making any decision regarding the tender offer and
 related transactions.  You may obtain a free copy of the Tender Offer
 Statement and other documents filed by 3D Systems and DTM with the SEC at the
 SEC's web site at www.sec.gov.  The Tender Offer Statement and other documents
 to be filed with the SEC by 3D Systems will be available free of charge from
 3D Systems by directing a request to 3D Systems Corp., 26081 Avenue Hall,
 Valencia, CA, 91355.  In addition, the Solicitation/Recommendation Statement
 on Schedule 14D-9 and other documents to be filed with the SEC by DTM may be
 obtained free of charge from DTM by directing a request to 1611 Headway
 Circle, Building 2, Austin, TX, 78754.
 
     Note to editors: ThermoJet, SLA, Keltool and the 3D logo are registered
 trademarks of 3D Systems.  Sinterstation and SLS are registered trademarks,
 and DuraForm is a trademark of DTM Corporation.
 
     Certain statements in this news release may constitute "forward-looking
 statements" within the meaning of the Private Securities Litigation Reform Act
 of 1995.  Such forward-looking statements involve known and unknown risks,
 uncertainties and other factors that may cause the actual results, performance
 and achievement of 3D Systems or DTM to be materially different from any
 future results, performance or achievement expressed or implied by such
 forward-looking statements.  Factors that may cause actual results to differ
 from the forward-looking statements contained in this release and that may
 affect each company's prospects in general include, but are not limited to:
 changes in general and industry-wide economic and business conditions; the
 availability of capital on acceptable terms; the availability of financing in
 amounts necessary to allow 3D Systems to commence the tender and to purchase
 the DTM shares; actions of competitors and customers; the uncertain outcome of
 litigation in which the parties are or may become involved, including the
 ongoing litigation between DTM and EOS GmbH; the impact of competitive
 products and pricing; the availability and acceptance of 3D Systems' and DTM's
 products generally; the extent to which the companies are able to develop new
 products and markets for their products; and such other factors as are
 described in the companies' filings with the SEC, including annual reports on
 Form 10-K for the year ended Dec. 31, 2000.
 
      Contacts:
      Jeff Krinks, Public Relations Manager (3D Systems)
      (661) 295-5600, ext. 2910
      krinksj@3dsystems.com
 
      Trudy Self, Self & Associates (3D Systems)
      (818) 880-5437
      tmself@aol.com
 
      Geoff Kreiger (DTM Corp.)
      (512) 339-2922
      marketing@dtm-corp.com
 
 SOURCE  DTM Corporation and 3D Systems Corp.