[rp-ml] RE: Stratasys merger, taxes, and lawsuits

I'm surprised that I've had no response on the Stratasys merger. I thought
there were a number of other old-timers here and I can't believe I'm the
only one who put my money where my mouth was. The tax consequences are
pretty complicated and I thought it would be helpful to discuss them with
others in the same boat.

So I don't know if anyone is interested, but I'll make some comments here.
I've studied documents on the three lawsuits and I don't see much merit to
their claims. Three reasons. First, the tax consequences are painful only
because the stock has shot up so high. So complaining about them is like
complaining about taxes on a lottery win. Second, I don't see anything in
the lawsuits that shows how Stratasys insiders got special treatment that
prevented them from being equally affected by the tax consequences and by
the purported undervaluing of the company in the merger. And third, the
proposed settlement appears to me to do nothing of any value for anybody
except to allow for the award of fees to the lawyers. I find myself
wondering if they're just a scam by the lawyers to use the courts to extort
useless legal fees from Stratasys.

There has been lots of press coverage of the merger in the context of the
meteoric rise of both 3D Systems and Stratasys stock. But I've found nothing
at all in the press on the tax consequences or on the lawsuits. If there's a
journalist here covering this industry for a publication, something that
would be interesting would be to find and interview the three named
plaintiffs in the suits. One thing I would like to know is if they read the
deal documents and went out to hire lawyers to oppose the merger, or if they
were recruited by the lawyers to serve as plaintiffs in fee-generating
lawsuits.

From: Marshall Burns [mailto:ListMail2@fabbers.com]
Sent: Wednesday, December 26, 2012 13:36
To: 'rp-ml@rapid.lpt.fi'
Subject: Stratasys merger, taxes, and lawsuits

Are there others here who are affected by the Stratasys merger with Objet
and its tax consequences, as well as the proposed class action lawsuits that
have arisen related to that?

If you don't know what I'm talking about, the merger is defined in the proxy
statement at

www.sec.gov/Archives/edgar/data/915735/000104746912007980/a2210605zdefm14a.h
tm ,

where the tax consequences are at

www.sec.gov/Archives/edgar/data/915735/000104746912007980/a2210605zdefm14a.h
tm#cu15001_material_united_states_federal__mat05847and and the lawsuits are
mentioned at

www.sec.gov/Archives/edgar/data/915735/000104746912007980/a2210605zdefm14a.h
tm#cu15001_litigation_related_to_the_merger .

A tentative settlement of the lawsuits is announced in the documents at

www.sec.gov/Archives/edgar/data/915735/000120677412003970/0001206774-12-0039
70-index.htm .

I'm reviewing them now, and I'm interested to know if others have been
looking at this. The tax consequences are quite onerous for someone who has
held this stock for a long time and intends to continue holding it.

 
Received on Sun Dec 30 02:52:42 2012