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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS
Table of Contents
As filed with the Securities and Exchange Commission on April 7, 2014
Registration No. 333-194843
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
voxeljet AG
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)
Federal Republic of Germany
(State or other jurisdiction
of incorporation or organization)
3555
(Primary Standard Industrial
Classification Code Number)
Not Applicable
(I.R.S. Employer
Identification Number)
Paul-Lenz Straße 1b
86316 Friedberg, Germany
(49) 821 7483 100
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Corporation Service Company
1090 Vermont Avenue N.W.
Washington, DC 20005
(800) 927-9800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David S. Rosenthal, Esq.
Berthold A. Hummel, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
William F. Schwitter, Esq.
Paul Hastings LLP
75 East 55th Street
New York, NY 10022
(212) 318-6000
(212) 698-3500
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, please check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, please check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. 
CALCULATION OF REGISTRATION FEE
Title of each class of securities
to be registered (1)
Ordinary shares, €1.00 nominal value per share
Amount to be
registered (2)
Proposed maximum
offering price per
ordinary share (3)
Proposed maximum
aggregate offering
price (3)
Amount of
registration fee
920,000
$129.13
$118,799,600
$15,302 (4)
(1)
American depositary shares, or ADSs, issuable upon deposit of the ordinary shares registered hereby are registered under a separate Registration Statement on Form F-6 (File
No. 333-191526). Each ADS represents one-fifth of an ordinary share.
(2)
Includes 120,000 ordinary shares issuable upon exercise of an option to purchase additional shares granted to the underwriters.
(3)
Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the "Securities
Act"). In accordance with Rule 457(c) of the Securities Act, the proposed maximum offering price per share is the average of the high and low selling price of the ADSs on April 3,
2014 as reported on the New York Stock Exchange.
(4)
$14,168 was previously paid on March 27, 2014.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.
Table of Contents
The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the
Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to
sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated April 7, 2014
4,000,000 American Depositary Shares
Representing 800,000 Ordinary Shares
voxeljet AG
$
per American Depositary Share
•
voxeljet AG, a German stock corporation, is offering 3,000,000 American Depositary Shares, or ADSs, and the selling shareholders
identified in this prospectus are offering 1,000,000 ADSs. We will not receive any proceeds from the sale of ADSs by the selling
shareholders. Each ADS will represent one- fifth of an ordinary share with a nominal value of €1.00 per share.
•
Our ADSs are listed on the New York Stock Exchange under the symbol VJET.
•
On April 4, 2014, the last reported sale price of our ADSs on the New York Stock Exchange was $25.04.
This investment involves risk. See "Risk Factors" beginning on page 13.
Per ADS
Public offering price
Underwriting discounts (1)
Proceeds, before expenses, to voxeljet AG
Proceeds, before expenses, to the selling shareholders
$
$
$
$
Total
$
$
$
$
(1)
In addition to the underwriting discounts payable by us, we have agreed to reimburse the underwriters for certain expenses in connection with this offering. See
"Underwriting."
The underwriters have a 30-day option to purchase up to 600,000 additional ADSs from the selling shareholders to cover over-allotments, if
any .
We are an "emerging growth company" as that term is defined in the Jumpstart Our Business Startups Act and, as such, will be subject to
reduced public company reporting requirements for future filings. See "Prospectus Summary — Implications of Being an Emerging Growth
Company."
Neither the Securities and Exchange Commission nor any state securities commission has approved of anyone's investment in these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Delivery of the ADSs will be made against payment in New York, New York on or about
, 2014.
Piper Jaffray
Citigroup
Cowen and Company
Stephens Inc.
The date of this prospectus is
, 2014
Table of Contents
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUMMARY
RISK FACTORS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
EXCHANGE RATES
MARKET PRICE FOR OUR AMERICAN DEPOSITARY SHARES
USE OF PROCEEDS
DIVIDEND POLICY
CAPITALIZATION
DILUTION
SELECTED FINANCIAL AND OPERATING DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
CERTAIN TRANSACTIONS
PRINCIPAL AND SELLING SHAREHOLDERS
DESCRIPTION OF SHARE CAPITAL
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
SHARES ELIGIBLE FOR FUTURE SALES
EXCHANGE CONTROLS AND LIMITATIONS AFFECTING
SHAREHOLDERS
TAXATION
UNDERWRITING
EXPENSES RELATED TO THIS OFFERING
LEGAL MATTERS
EXPERTS
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO FINANCIAL STATEMENTS
1
13
38
40
41
42
43
44
45
47
49
69
88
102
104
107
114
126
128
129
141
147
147
147
147
149
F-1
You should rely only on the information contained in this prospectus or contained in any free writing prospectus we file with the Securities and
Exchange Commission, or the SEC. Neither we nor the underwriters have authorized anyone to provide you with additional information or
information different from that contained in this prospectus or in any free writing prospectus filed with the SEC. We are offering to sell, and
seeking offers to buy, our ADSs only in jurisdictions where offers and sales of these securities are legally permitted. The information contained
in this prospectus or in any free writing prospectus we file is accurate only as of its date, regardless of the time of delivery of this prospectus or
of any sale of our ADSs. Our business, financial condition, results of operation and prospects may have changed since that date.
All references in this prospectus to "U.S. dollars" or "$" are to the legal currency of the United States and all references to "€" or "euro" are to
the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the treaty establishing the
European Community, as amended. Solely for the convenience of the reader, unless otherwise indicated, all amounts in U.S. dollars have been
converted from euros to U.S. dollars at an exchange rate of $1.3779 per euro, the exchange rate on December 31, 2013. These conversions
should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or
any other exchange rate at that or any other date.
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PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you
should consider in making your investment decision. Before investing in our ADSs, you should read this entire prospectus carefully,
including the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our financial statements and related notes, for a more complete understanding of our business and this offering. Except as
otherwise required by the context, references to "voxeljet," "Company," "we," "us" and "our" are to voxeljet AG and its legal predecessor
Voxeljet Technology GmbH.
Our Company
We are a leading provider of high-speed, large-format 3D printers and on-demand parts services to industrial and commercial customers.
Our 3D printers employ a powder binding, additive manufacturing technology to produce parts using various material sets, which consist of
particulate materials and proprietary chemical binding agents. We offer our customers the highest volumetric output rate in the industry due
to the combination of our large build boxes and print speeds. We provide our 3D printers and on-demand parts services to industrial and
commercial customers serving the automotive, aerospace, film and entertainment, art and architecture, engineering and consumer product
end markets.
We currently offer six different 3D printer platforms, with build boxes that range from 300 × 200 × 150 millimeters to
4,000 × 2,000 × 1,000 millimeters and various print speeds, which produce volumetric output rates ranging from 0.7 liters per hour to 123.0
liters per hour. All of our platforms support our commercialized material sets, sand and plastics, along with their respective proprietary
chemical binding agents. We develop our material sets according to the needs of our industrial and commercial customers, and we are
currently in varying stages of developing new material sets, including shell molding and chromite sands, PMMA-based plastics, ceramics,
silicon carbide, tungsten carbide, wood powder and cement.
We believe that our recent innovations in 3D printers will continue to increase customer adoption of our additive manufacturing technology
in industrial and commercial applications. Recent key innovations include:
•
The VX4000 system, which offers a build box of 4,000 × 2,000 × 1,000 millimeters, representing a volume that is more
than six times the volume of the next largest commercially available 3D printer. The VX4000 prints at a speed of 75
seconds per layer, yielding a volumetric output rate of 123.0 liters per hour, the highest in the industry. This printer
enables the user to print cost-effectively either a single, large-scale part or large quantities of customized smaller parts in a
single batch.
•
The VXC800, which we believe is the only continuous build 3D printer currently on the market, has a build envelope of
850 × 500 millimeters, with the third dimension being theoretically unlimited. Unlike other additive manufacturing
systems, the VXC800 utilizes a conveyer platform which permits the manufacturing of products that are not constrained
by the length of a build box. We believe this process, enabled by our proprietary design, creates new opportunities in the
direct digital manufacturing of parts, as this 3D printer can be integrated into our customers' workflows in a manner that
allows for uninterrupted production.
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Our business is divided into two principal segments: Systems and Services.
In our Systems segment, we focus on the sale, production and development of 3D printers. We also provide consumables, including
particulate materials and proprietary chemical binding agents, maintenance contracts and spare parts to our customers.
In our Services segment, we print on-demand parts for our customers. At our service center, which we believe is one of the largest additive
manufacturing service centers in Europe, we create parts, molds, cores and models based on designs produced using 3D computer-aided
design, or CAD, software.
Our legal predecessor was founded in 1999 as Generis GmbH. We sold our first 3D printer in 2002 and commenced our on-demand parts
services business in 2003. As of December 31, 2013, we had an installed base of 58 printers worldwide, and we operated one service center
with approximately 16,000 square feet of production space, which was expanded at the end of 2013 and now includes over 40,000 square
feet of production space.
Our revenues grew to €11.7 million in 2013 from €8.7 million in 2012, an increase of 34.2%.
Our total backlog of 3D printer orders at March 15, 2014 and December 31, 2013 was €4.1 million and €2.3 million, respectively. For the
years ended December 31, 2012 and 2011, our backlog was €3.7 million and €1.7 million, respectively. Our backlog, which consisted of
seven 3D printers as of March 15, 2014, represents 3D printers for which a customer has signed a purchase order, but which we have not
shipped yet. We estimate that all of the systems in our backlog will ship prior to December 31, 2014.
Our Industry
Additive manufacturing, which is often referred to as 3D printing, is a process in which 3D printers produce parts designed with CAD
software through the successive addition of thin layers of material until a three-dimensional shape is created. Additive manufacturing has
traditionally been used for prototyping and concept modeling, but is now also increasingly being used in tooling, casting and direct part
production. Many industrial and commercial customers have realized cost and time savings through the incorporation of additive
manufacturing into their existing workflows, either complementing or replacing traditional manufacturing methods. Additive manufacturing
processes do not require tooling, an integral part of traditional manufacturing, which allows for quicker turnaround times and minimal setup
costs relative to traditional manufacturing. As additive manufacturing technologies continue to improve, particularly with respect to print
speed and materials, we believe the addressable market for additive manufacturing solutions will continue to expand.
We believe that additive manufacturing provides several advantages over traditional design and manufacturing processes, including:
•
Elimination of Design Constraints. 3D printers provide users with the flexibility to manufacture parts that would not be
possible or economically feasible to produce using traditional manufacturing. Traditional manufacturing processes often
limit product designs as a result of how parts are created through subtractive manufacturing, which requires the removal of
material from a solid object. Additive manufacturing allows for the design of parts without these design-to-manufacture
constraints.
•
Reduced Cost of Complexity. Additive manufacturing technology enables users to produce complex parts at little or no
incremental cost versus simple parts because 3D printers build
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three-dimensional shapes via the successive addition of thin layers of material, as opposed to the removal of material by
drilling, milling or grinding.
•
Mass Customization. Because 3D printers do not require tooling or significant setup costs, users are able to produce
customized parts in a cost-effective manner. Large-format, industrial additive manufacturing technology expands the
opportunity for higher volume, customized part production.
•
Reduced Time to Market. 3D printers reduce the time between part design, development, testing and final part
production. Additive manufacturing enables digital designs to be printed, tested and evaluated, and then modified quickly.
Once the design is finalized, parts can immediately be produced without additional setup or tooling costs.
•
Cost Effective Short Run Production. The upfront setup costs required in traditional manufacturing are not required
when using additive manufacturing technologies. Therefore, additive manufacturing represents an attractive alternative to
traditional manufacturing when the production of a limited quantity of parts is needed.
There are a number of available additive manufacturing technologies, including powder binding, inkjet, fused deposition modeling,
stereolithography and selective laser sintering. The technologies differ on the basis of accuracy, surface quality, variety and properties of
consumables, capacity, speed, color variety, transparency and the ability to print multiple materials, among other factors. Our 3D printers
employ a powder binding technology to produce parts using various material sets. Powder binding is a process in which layers of powder
are bonded by a liquid agent that is deposited through a printhead. We believe this process has the fastest build speeds and the lowest
materials cost relative to other additive manufacturing technologies.
The worldwide market for additive manufacturing products and services has grown from $1.3 billion in 2010 to $2.2 billion in 2012,
representing a 29% compound annual growth rate, according to the Wohlers Report 2013. The Wohlers Report 2013 projects the worldwide
additive manufacturing products and services market to reach approximately $6.0 billion by 2017 and $10.8 billion by 2021, representing
2012-2017 and 2012-2021 compound annual growth rates of 22% and 19%, respectively. Much of the recent growth has been driven by the
demand for production parts.
We believe that our addressable market is larger than the worldwide market for additive manufacturing products detailed in the Wohlers
Report 2013. For example, the global market for machine tools totaled $93.2 billion in 2012, according to the 2013 World Machine Tool
Output & Consumption Survey. In addition, according to the American Foundry Society, 90% of all manufactured goods contain some
metal castings, with the global metal casting industry producing 98.6 million metric tons of metal castings in 2011 and the United States
shipping $32.4 billion in metal castings in 2012. We believe these markets represent significant short and long-term revenue opportunities
due to the advantages offered by our technology and the early adoption of additive manufacturing technologies in these markets.
Our Competitive Strengths
We believe that our competitive strengths include:
Build box size. The size of the build box is important to many industrial and commercial customers, who may want to produce either
large-scale industrial parts or large quantities of discrete parts in one batch. We currently offer six 3D printer platforms with varying build
box sizes, ranging from 300 × 200 × 150 millimeters to 4,000 × 2,000 × 1,000 millimeters. Among our systems, the
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VX4000 system offers a build box of 4,000 × 2,000 × 1,000 millimeters, representing a volume that is more than six times the volume of the
next largest commercially available 3D printer.
Volumetric output rate. Due to our build box sizes and print speeds, we believe that our 3D printers provide among the highest output
efficiency, as measured by the rate of volume output per hour, relative to competing additive manufacturing technologies. For example, our
VX4000 machine features a volumetric output rate of 123.0 liters per hour, which we believe is the highest in the industry. Our industry
leading volumetric output rates enable us to produce parts meeting the specifications of our customers at a cost and speed that is attractive
relative to traditional manufacturing alternatives, which effectively expands our addressable market.
Material sets. Our 3D printers can utilize various material sets, which include the combination of a particulate material, including sand or
plastic, and our proprietary chemical binding agents. We believe that our currently commercialized material sets and technology can more
readily address industrial and commercial applications than other additive manufacturing technologies because our materials meet or exceed
the desired performance characteristics for a wide range of industrial and commercial applications or are already commonly used in
traditional manufacturing processes. To meet our customer requirements, we are in varying stages of development of new material sets
which include:
•
shell molding and chromite sands;
•
additional PMMA-based plastics;
•
ceramics;
•
silicon carbide;
•
tungsten carbide;
•
wood powder; and
•
cement.
Track record of innovation. Our technology portfolio reflects our continued investments in a range of disciplines, including physics,
chemistry, mechanical and electrical engineering and software development. We believe that we have a strong base of technology
know-how, backed by our portfolio of intellectual property featuring patents and trade secrets covering processes, materials and equipment.
As of February 28, 2014, we owned or co-owned 21 issued U.S. patents and 20 pending U.S. patent applications. In addition, we own or
co-own patent rights in Europe, Asia and Canada. In total, as of February 28, 2014 our patent portfolio consisted of over 180 U.S. and
international patents and patent applications. We also exchange information between our Services and our Systems segments to ensure that
our development efforts are aligned with our customers' needs. We believe that we have a culture of innovation, and we expect to continue
to enhance our solutions both to drive further market adoption of 3D printing and to broaden our market reach.
Strong customer relationships. We are an early entrant in the market for additive manufacturing industrial part production, and we are
one of the few providers of additive manufacturing solutions to commercial and industrial customers within the foundry, automotive, heavy
equipment, power fluid handling and aerospace industries. We believe we have a reputation for providing high-quality systems and services
in the marketplace and have relationships with a number of leading multinational customers, including Daimler AG, BMW AG, Ford Motor
Company, Liebherr Group, Alphaform AG, 3D Systems Corporation, Volkswagen AG and Porsche SE, as well as with other key users of
additive
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manufacturing in the film and entertainment industry, such as Propshop Modelmakers Ltd., or Propshop, and technical universities, such as
the University of Rostock and the Vaal University of Technology. Many of our customers, including Daimler AG, BMW AG, Ford Motor
Company and Propshop, are customers of both our Systems and Services segments. We pride ourselves on our ability to retain customers
over time, as Daimler AG, BMW AG, Ford Motor Company, Volkswagen AG and Porsche SE have all been customers for over a decade.
We also collaborate on research and development projects with a number of our automotive and technical university customers, including
Daimler AG, BMW AG, Ford Motor Company, Volkswagen AG and the Technical University of Munich. Together, these relationships
provide us with significant insights into our customers' needs and help us to direct our research and development efforts.
Extensive global sales agent network. In addition to our direct sales force, we have built an extensive global network of over 30 sales
agents in Europe, the Americas, the Middle East, Africa, Asia and Australia. We will continue to invest in expanding our distribution
footprint to further penetrate our existing markets and to reach attractive new geographies. We currently print parts on demand for our
customers from our service center in Europe, and, in March 2014, we leased an approximately 50,000 square foot facility near Detroit,
Michigan that will house our North American service center, which we anticipate will be operational in the third quarter of 2014. In
addition, we plan to expand our services footprint to include a service center in Asia.
Our Business Strategies
The principal elements of our growth strategy include:
Enable adoption of our additive manufacturing technology. Our business model facilitates the adoption of our additive manufacturing
technology by providing customers the ability to utilize our technology, either through our on-demand parts services or through the
purchase of our 3D printers. Our customer relationships typically begin with the customer's purchase of parts, which we print in our
on-demand parts service center. As our parts customers embrace additive manufacturing and our technology, they typically either increase
the volume of their on-demand parts orders or purchase one of our 3D printers, or both depending on their needs.
Expand capacity via the development of high-volume service centers in key geographic locations. Our on-demand parts business plays
an integral role in the sale of our 3D printers, as a majority of our 3D printer sales have been generated from customers of our on-demand
parts business. We believe that the establishment of large-scale service centers will allow us to take advantage of significant economies of
scale and will maximize our return on investment in our on-demand parts business. We recently expanded our existing European service
center from approximately 16,000 square feet to over 40,000 square feet of production space, and, in March 2014, we leased an
approximately 50,000 square foot facility near Detroit, Michigan that will house our North American service center, which we anticipate
will be operational in the third quarter of 2014. We also intend to establish a new service center in Asia in 2015.
Invest in research and development. We seek to identify ways we can apply our technology and expertise to meet a wider range of
customer needs for both 3D printers and services. We have successfully introduced six printer platforms since 2007, including the VXC800
in 2012, which we believe is the only continuous build 3D printer currently on the market, and the VX4000 in 2011, which offers the largest
commercially available 3D printer build box. In 2013, we introduced our latest platform, the VX2000. We continuously work with our
customers to develop new material sets that will facilitate the adoption of our technology. In 2013, 2012 and 2011, we spent 23%, 18% and
18% of our revenues, respectively, on research and development investment.
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Expand our sales and marketing presence. We plan to increase our market awareness by adding sales agents and increasing marketing
efforts in order to increase sales of 3D printers and on-demand parts. We plan to expand our direct sales force and our network of over 30
sales agents throughout Europe, the Americas, the Middle East, Africa, Asia and Australia. We currently market our brand and our services
at industry conferences, trade shows, and across various forms of digital and traditional media, and we will increasingly expand our
marketing efforts in North America and Asia in conjunction with our geographic expansion to those regions.
Further penetrate our targeted industry verticals. We continue to actively pursue opportunities in our targeted verticals, which utilize
larger scale parts that require customization, complexity and short lead times. We believe our planned service center expansions, our
continued investment in research and development and expanded sales and marketing capabilities will help us further penetrate these
verticals. We serve our targeted industry verticals both directly and indirectly through foundries and service bureaus. Our targeted industry
verticals include:
•
automotive;
•
aerospace;
•
film and entertainment;
•
art;
•
architecture;
•
engineering;
•
packaging;
•
education;
•
medical; and
•
consumer products.
Company History / Corporate Information
The legal predecessor of our company was founded as Generis GmbH on May 5, 1999. On January 7, 2004, Generis GmbH changed its
name to Voxeljet Technology GmbH.
On July 2, 2013, the shareholders of Voxeljet Technology GmbH incorporated VXLT 2013 AG, which was registered in the commercial
register of the local court ( Amtsgericht ) of Augsburg on July 11, 2013 under number HRB 27999.
Voxeljet Technology GmbH was subsequently merged by way of merger through assumption into VXLT 2013 AG on July 29, 2013
effective as of September 12, 2013 upon registration of the merger in the commercial register of the surviving entity, VXLT 2013 AG. The
merger had retroactive effect as of January 1, 2013. As part of the merger, VXLT 2013 AG changed its name to voxeljet AG effective upon
the registration of the merger in the commercial register. By way of merger through assumption, upon effectiveness, voxeljet AG, as the
surviving entity, took over all assets and liabilities of Voxeljet Technology GmbH by universal assumption and accession under German
mandatory law, and Voxeljet Technology GmbH ceased to exist.
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On October 23, 2013, we sold 5,600,000 ADSs in our initial public offering at a price of $13.00 per ADS, thereby raising $72,800,000
(before underwriting discounts and costs). The ADSs we sold in the initial public offering represented new shares issued in a capital
increase resolved by our shareholders for the purposes of the initial public offering on October 11, 2013.
On February 5, 2014, our subsidiary, Voxeljet of America Inc., was incorporated in Delaware. Voxeljet of America Inc. will be
headquartered in our new facility near Detroit, Michigan and will conduct our North American operations, which we anticipate will
commence in the third quarter of 2014.
Our website is www.voxeljet.de . This website address is included in this prospectus as an inactive textual reference only. The information
and other content appearing on our website are not part of this prospectus. Our agent for service of process in the United States is
Corporation Service Company, located at 1090 Vermont Avenue N.W., Washington, DC 20005, telephone number (800) 927-9800.
Office Location
Our principal executive offices are located at Paul-Lenz-Straße 1b, 86316 Friedberg, Germany, and our telephone number is +49 821
7483 100.
Our Risks and Challenges
Our ability to implement our business strategy is subject to numerous risks and uncertainties. You should carefully consider all of the
information set forth in this prospectus, and, in particular, the information under the heading "Risk Factors," prior to making an investment
in our ADSs. These risks include, among others, the following:
•
we may not be able to introduce new 3D printers and related print materials acceptable to the market or to improve the
technology and print materials used in our current 3D printers;
•
our revenues and operating results may fluctuate;
•
the long sales cycle for our products makes the timing of our revenues difficult to predict;
•
we may not be able to adequately increase demand for our products;
•
we may not be able to significantly increase the number of materials for use in our 3D printers fast enough to meet our
business plan;
•
we are highly dependent upon sales to certain industries;
•
if our relationships with suppliers, especially with limited source suppliers of components of our products, were to
terminate or our manufacturing arrangements were to be disrupted, our business could be adversely affected;
•
we may not be able to manage the expansion of our operations effectively in order to achieve our projected levels of
growth;
•
our operations could suffer if we are unable to attract and retain key management or other key employees; and
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•
if we are unable to obtain patent protection or maintain trade secret protection for our products and/or processes or
otherwise protect our intellectual property rights, our business could suffer.
Implications of Being an Emerging Growth Company
As a company with less than $1.0 billion in revenues for our fiscal year ended December 31, 2013, we qualify as an "emerging growth
company" as defined in Section 2(a) of the U.S. Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our
Business Startups Act, or the JOBS Act, which was enacted in 2012. An emerging growth company may take advantage of exemptions from
various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not
limited to:
•
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002,
or the Sarbanes-Oxley Act;
•
being permitted to present only two years of audited financial statements and only two years of related Management's
Discussion and Analysis of Financial Condition and Results of Operations;
•
reduced disclosure obligations regarding executive compensation; and
•
not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight
Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information
about the audit and the financial statements.
We may choose to take advantage of some or all of the available exemptions and have taken advantage of some of these exemptions in this
prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies
in which you hold shares. We do not know if some investors will find our ADSs less attractive as a result of our utilization of these or other
exemptions. The result may be a less active trading market for our ADSs and increased volatility in the price of our ADSs.
In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We currently prepare our financial statements in accordance with International Financial Reporting Standards, or IFRS, as issued by the
International Accounting Standards Board, or IASB, which do not have separate provisions for publicly traded and private companies.
However, in the event we convert to generally accepted accounting principles in the United States, or U.S. GAAP, while we are still an
emerging growth company, we may be able to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we had total annual gross
revenues of at least $1.0 billion; (b) the last day of our fiscal year following October 23, 2018, which is the fifth anniversary of the date of
the first sale of our ordinary shares pursuant to an effective registration statement under the Securities Act; (c) the date on which we have,
during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a
"large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Once we cease to be an emerging
growth company, we will not be entitled to the exemptions provided to emerging growth companies in the JOBS Act.
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The Offering
American Depositary Shares offered:
By voxeljet AG
By the selling shareholders
ADSs to be outstanding immediately after this offering
Ordinary shares to be outstanding immediately after
this offering
Over-allotment option
The ADSs
Depositary
Custodian
Use of proceeds
3,000,000 ADSs
1,000,000 ADSs
11,475,000 ADSs
3,720,000 ordinary shares
600,000 ADSs offered by the selling shareholders
Each ADS represents one-fifth of an ordinary share.
The depositary will hold the ordinary shares underlying your ADSs. You will have rights
as provided in the deposit agreement. You may cancel your ADSs and withdraw the
underlying ordinary shares. The depositary will charge you fees for, among other acts,
any cancellation. In certain limited instances described in the deposit agreement, we may
amend or terminate the deposit agreement without your consent. If you continue to hold
your ADSs, you agree to be bound by the terms of the deposit agreement then in effect.
To better understand the terms of the ADSs, you should carefully read "Description of
American Depositary Shares" in this prospectus. You should also read the deposit
agreement, which is an exhibit to the Registration Statement that includes this prospectus.
Citibank, N.A.
Citigroup Global Markets Deutschland AG
We expect to receive total estimated net proceeds from this offering of approximately
$70.0 million, after deducting the estimated underwriting discounts and commissions and
estimated offering expenses, assuming a public offering price of $25.04 per ADS (the
closing trading price of our ADSs on the New York Stock Exchange on April 4, 2014).
We intend to use the net proceeds of this offering for the following purposes: research
and development initiatives, sales and marketing initiatives, potential further expansion of
our on-demand parts service center in Europe and the establishment of new on-demand
parts service centers in North America and Asia and general corporate purposes,
including without limitation, potential acquisitions. See "Use of Proceeds" in this
prospectus.
We will not receive any proceeds from the sale of ADSs offered by the selling
shareholders.
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Dividend policy
Risk factors
New York Stock Exchange Symbol
Neither we nor our predecessor entity, Voxeljet Technology GmbH, have ever declared
any cash dividends on our ordinary shares, and we have no present intention of declaring
or paying any dividends in the foreseeable future.
You should carefully read the information set forth under "Risk Factors" beginning on
page 13 of this prospectus and the other information set forth in this prospectus before
deciding to invest in the ADSs.
VJET
Unless otherwise indicated, all information in this prospectus assumes that the underwriters do not exercise their over-allotment option.
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Summary Financial and Operating Data
We present below our summary historical financial and operating data as of and for each of the years in the three-year period ended
December 31, 2013. The financial data as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011 have
been derived from our audited financial statements and the related notes, which are included elsewhere in this prospectus and which have
been prepared in accordance with IFRS as issued by the IASB and audited in accordance with the standards of the Public Company
Accounting Oversight Board (United States). The financial data as of December 31, 2011 have been derived from our audited financial
statements and the related notes, which are not included in this prospectus and which have been prepared in accordance with IFRS as issued
by the IASB and audited in accordance with the standards of the Public Company Accounting Oversight Board (United States).
The historical results presented below are not necessarily indicative of the financial results to be expected for any future periods. You
should read this information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Selected Financial and Operating Data," and our financial statements and related notes, each included elsewhere in this
prospectus.
Statement of Comprehensive Income (Loss) Data:
Year Ended December 31,
2013
2013
($ in thousands,
except share and
per share data) (1)
Revenues
Cost of sales
$
16,105
9,707
€
2012
2011
(€ in thousands, except
share and per share data)
11,688
€
8,711
€
7,045
4,957
7,257
4,337
Gross profit
Selling expenses
Administrative expenses
Research and development expenses
Other operating expenses
Other operating (income)
6,398
3,638
2,309
3,653
803
(1,232 )
4,643
2,640
1,676
2,651
583
(894 )
3,754
1,510
758
1,573
62
(822 )
2,920
1,160
670
1,313
140
(831 )
Operating profit (loss)
Finance expense
Finance (income)
(2,774 )
524
(51 )
(2,013 )
380
(37 )
673
363
(18 )
468
389
(5 )
345
384
328
116
84
41
Financial result
473
Profit (loss) before income taxes
Income tax expenses
343
(3,246 )
493
(3,740 )
(2,356 )
358
€
$
Other comprehensive (income)
$
Total comprehensive income (loss)
$
(3,740 )
€
(2,714 )
€
Earnings (loss) per share
Weighted average number of
$
(1.67 )
2,252,000
€
(1.21 )
2,252,000
€
—
€
(2,714 )
€
Profit (loss)
—
€
€
43
€
(4 )
213
€
47
0.11
2,000,000
€
0.02
2,000,000
212
(1 )
ordinary shares outstanding,
adjusted to reflect changes in
capital
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Statement of Financial Position Data:
As of December 31,
2013
2013
($ in thousands) (1)
Cash and cash equivalents
Inventories
Total assets
Total liabilities
Shareholders' equity
$
€
46,103
5,017
79,802
17,246
62,557
33,459
3,641
57,916
12,516
45,400
2012
(€ in thousands)
€
301
2,806
10,738
9,520
1,218
2011
€
498
2,011
9,768
8,763
1,005
Other Data:
2013
($ in thousands,
except 3D printers
sold) (1)
EBITDA (2)
Earnings (loss) per ADS (3)
3D printers sold (4)
$
$
Year Ended December 31,
2013
(717 )
(0.33 )
9
€
€
2012
2011
(€ in thousands, except
3D printers sold)
(520 ) €
2,016
€
(0.24 ) €
0.02
€
9
6
1,714
0.00
3
(1)
Amounts in this column are not audited and have been converted from euros to U.S. dollars solely for the convenience of the reader at an exchange rate of
$1.3779 per euro, the exchange rate on December 31, 2013. See "Exchange Rates."
(2)
We define EBITDA (earnings before interest, taxes, depreciation and amortization) as profit (loss) plus income tax expenses (benefit), financial result and
depreciation and amortization. Disclosure in this prospectus of EBITDA, which is a non-IFRS financial measure, is intended as a supplemental measure of
our performance that is not required by, or presented in accordance with, IFRS. EBITDA should not be considered as an alternative to profit (loss) or any
other performance measure derived in accordance with IFRS. Our presentation of EBITDA should not be construed to imply that our future results will be
unaffected by unusual or non-recurring items.
The following table reconciles profit (loss) to EBITDA for the periods presented:
2013
($ in thousands) (A)
Profit (loss)
Income tax expenses
Financial result
Depreciation
$
EBITDA
$
Year Ended December 31,
2013
2012
(€ in thousands)
(3,740 ) €
(2,714 ) €
212
493
358
116
473
343
345
2,057
1,493
1,343
(717 )
€
(520 )
€
2,016
2011
€
43
41
384
1,246
€
1,714
(A)
Amounts in this column are not audited and have been converted from euros to U.S. dollars solely for the convenience of the reader at an exchange
rate of $1.3779 per euro, the exchange rate on December 31, 2013. See "Exchange Rates."
(3)
Each ADS represents one-fifth of an ordinary share.
(4)
Includes refurbished 3D printers but does not include test machines or 3D printers involved in sale and leaseback transactions.
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RISK FACTORS
Investing in our ADSs involves a high degree of risk. You should carefully consider the risks described below, which we believe are the
material risks of our business, our industry, our intellectual property, the ADSs and this offering, before making an investment decision. If any
of the following risks actually occurs, our business, financial condition and operating results could be harmed. In that case, the trading price
of the ADSs could decline and you might lose all or part of your investment. In assessing these risks, you should also refer to the other
information contained in this prospectus, including our financial statements and the related notes thereto.
Risks Related to Our Business and Industry
We may not be able to introduce new 3D printers and related print materials acceptable to the market or to improve the technology and
print materials used in our current 3D printers.
Our revenues are derived from the sale of 3D printers for, and products manufactured using, additive manufacturing. Our market is subject to
innovation and technological change. A variety of technologies compete against one another in our market, which is, in part, driven by
technological advances and end-user requirements and preferences, as well as the emergence of new standards and practices. Our ability to
compete in the industrial additive manufacturing market depends, in large part, on our success in enhancing and developing new 3D printers,
enhancing and adding to our technology and developing and qualifying new materials in which we can print. We believe that to remain
competitive we must continuously enhance and expand the functionality and features of our products and technologies. However, we may not
be able to:
•
enhance our existing products and technologies;
•
continue to leverage advances in industrial printhead technology;
•
develop new products and technologies that address the increasingly sophisticated and varied needs of prospective end-users,
particularly with respect to the physical properties of print materials and other consumables;
•
respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis;
•
develop products that are cost effective or that otherwise gain market acceptance; or
•
adequately protect our intellectual property as we develop new products and technologies.
Even if we successfully enhance our existing 3D printers or create new 3D printers, it is likely that new 3D printers and technologies that we
develop will eventually supplant our existing 3D printers or that our competitors will create 3D printers that will replace our 3D printers. As a
result, any of our products may be rendered obsolete or uneconomical by our or others' technological advances.
Our revenues and operating results may fluctuate.
Our revenues and operating results may fluctuate from quarter-to-quarter and year-to-year and are likely to continue to vary due to a number of
factors, many of which are not within our control. A significant portion of our 3D printer orders are typically received during the second and
fourth quarters of the fiscal year as a result of the timing of capital expenditures of our customers. Our 3D printers typically are shipped the
next quarter after an order is received. Thus, revenues and operating results for any future period are not predictable with any significant degree
of certainty. We also
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typically experience weaker demand for our 3D printers in the first and third quarters. For these reasons, comparing our operating results on a
period-to-period basis may not be meaningful. Until our business grows more significantly, the timing of individual printer sales, because of
the cost of our largest printers, can have meaningful effects on and result in fluctuations in our quarterly results. You should not rely on our
past results as an indication of our future performance.
Fluctuations in our operating results and financial condition may occur due to a number of factors, including, but not limited to, those listed
below and those identified throughout this prospectus:
•
the degree of market acceptance of our products;
•
the mix of products that we sell during any period;
•
our long sales cycle;
•
the entry of new competitors into our market;
•
generally weaker demand for 3D printers in the first and third quarters;
•
development of new competitive systems or processes by others;
•
changes in our pricing policies or those of our competitors, including our responses to price competition;
•
delays between our expenditures to develop and market new or enhanced 3D printers and products and the generation of sales
from those products;
•
changes in the amount we spend in our marketing and other efforts;
•
delays between our expenditures to develop, acquire or license new technologies and processes, and the generation of sales
related thereto;
•
changes in the cost of satisfying our warranty obligations and servicing our installed base of products;
•
our level of research and development activities and their associated costs and rates of success;
•
changes in the size and complexity of our organization, including our operations outside of Europe;
•
interruptions to or other problems with our website and interactive user interface, information technology systems,
manufacturing processes or other operations;
•
general economic and industry conditions that affect end-user demand and end-user levels of product design and
manufacturing, including the adverse effects of the current economic crisis affecting Europe;
•
changes in accounting rules and tax laws; and
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•
changes in interest rates that affect returns on our cash balances and short-term investments.
The long sales cycle for our products makes the timing of our revenues difficult to predict.
Generally, our 3D printers have a long sales cycle. Because our 3D printers are complex and typically involve significant capital investments
by prospective purchasers, we and our sales agents generally need to invest a significant amount of time educating prospective purchasers
about the benefits of our products. As a result, before purchasing our products, potential purchasers may spend a substantial amount of time
performing internal assessments before making a purchase. This may cause us to devote significant effort in advance of a potential sale without
any guarantee of receiving any related revenues. Delays in sales could cause significant variability in our revenues and operating results for any
particular period.
Demand for our products may not increase adequately.
The marketplace for industrial manufacturing is dominated by conventional manufacturing methods that do not involve additive manufacturing
technology. We may not be able to develop effective strategies to raise awareness among potential customers of the benefits of our additive
manufacturing technology. If additive manufacturing technology does not gain market acceptance as an alternative for industrial
manufacturing, or if the marketplace adopts additive manufacturing based on a technology other than our technology, we may not be able to
increase or sustain the level of sales of our products and machines and our results of operations would be adversely affected as a result.
We may not be able to significantly increase the number of materials for use in our 3D printers fast enough to meet our business plan, and, if
we are successful, we may attract more competitors into our markets, some of which may be much larger than we are.
Our business plan is dependent in part upon our ability to steadily increase the number of qualified materials in which our 3D printers can print,
since this will increase our addressable market. However, qualifying new materials is a complicated engineering task, and there is no way to
predict whether, or when, any given material will be qualified. If we cannot hire a sufficient number of skilled people to work on qualifying
new materials for printing or if we lack the resources necessary to create a steady flow of new materials, we will not be able to meet our
business goals and a competitor may emerge that is better at qualifying new materials, either of which would have an adverse effect on our
business results.
If, however, we succeed in qualifying a growing number of materials for use in our 3D printers, that should increase our addressable market,
both as to customers and products for customers. However, as we create a larger addressable market, our market may become more attractive to
other 3D printing companies or large companies that are not 3D printing companies but which may see an economic opportunity in the markets
we have created. Similarly, if our focus on selling large 3D printers and 3D printed products to industrial companies proves successful, an
increase in the number of competitors in that particular market is likely to adversely affect our business and financial results.
We are highly dependent upon sales to certain industries.
Our revenues of machines and products are relatively concentrated in companies in the automotive, foundry, film and entertainment, aerospace
and art and architecture industries and those industries' respective suppliers. To the extent any of these industries experiences a downturn and
we are unable to penetrate and expand into other industries, our results of operations may be adversely affected. Additionally, if any of these
industries or their respective suppliers or other providers of manufacturing
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services develop new technologies or alternatives to manufacture the products that are currently manufactured using our 3D printers, it may
adversely affect our results of operations.
If our relationships with suppliers, especially with limited source suppliers of components of and consumables for our products, were to
terminate or our manufacturing arrangements were to be disrupted, our business could be adversely affected.
We purchase components and certain sub-assemblies for our systems and consumables that are used in our print materials from third-party
suppliers. While there are several potential suppliers of most of the components and sub-assemblies for our systems, and for most of the
consumables for our print materials, we currently choose to use only a limited number of suppliers for several of these components and
materials. Our reliance on a limited number of vendors involves a number of risks, including:
•
potential shortages of some key components;
•
product performance shortfalls, if traceable to particular product components, since the supplier of the faulty component
cannot readily be replaced;
•
discontinuation of a product on which we rely;
•
potential insolvency of these vendors; and
•
reduced control over delivery schedules, manufacturing capabilities, quality and costs.
In addition, we require any new supplier to become "qualified" pursuant to our internal procedures. The qualification process involves
evaluations of varying durations, which may cause production delays if we were required to qualify a new supplier unexpectedly. We generally
assemble our systems based on our internal forecasts and the availability of consumables, assemblies, components and finished goods that are
supplied to us by third parties, which are subject to various lead times. If certain suppliers were to decide to discontinue production of an
assembly, component or consumable that we use, the unanticipated change in the availability of supplies, or unanticipated supply limitations,
could cause delays in, or loss of, sales, increased production or related costs and, consequently, reduced margins, and damage to our reputation.
If we are unable to find a suitable supplier for a particular component, consumable or compound, we could be required to modify our existing
products to accommodate substitute components, consumables or compounds. In addition, because we use a limited number of suppliers,
increases in the prices charged by our suppliers may have an adverse effect on our results of operations, as we may be unable to find a supplier
who can supply us at a lower price. As a result, the loss of a limited source supplier could adversely affect our relationships with our customers
and our results of operations and financial condition.
We may not be able to manage the expansion of our operations effectively in order to achieve our projected levels of growth.
We have expanded our operations significantly in recent periods, and our business plan calls for further expansion over the next several years,
including into North America and Asia. We anticipate that further development of our infrastructure and an increase in the number of our
employees will be required to achieve our planned broadening of our product offerings and client base, improvements in our 3D printers and
materials used in our 3D printers, and our ongoing international growth. In particular, we must increase our marketing and services staff to
support new marketing and service activities and to meet the needs of both new and existing customers. Our ability to successfully increase our
marketing efforts is not guaranteed, and if we are not able to successfully increase our
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marketing efforts, we may not be able to grow our business as intended. Our future success will depend in part upon the ability of our
management to manage our growth effectively. If our management is unsuccessful in meeting these challenges, we may not be able to achieve
our anticipated level of growth, which would adversely affect our results of operations.
Our operations could suffer if we are unable to attract and retain key management or other key employees.
Our success depends upon the continued service and performance of our senior management and other key personnel. Our senior management
team is critical to the management of our business and operations, as well as to the development of our strategy. The loss of the services of any
members of our senior management team could delay or prevent the successful implementation of our growth strategy, or the
commercialization of new applications for our 3D printers or other products, or could otherwise adversely affect our ability to manage our
company effectively and carry out our business plan. Members of our senior management team may resign at any time. High demand exists for
senior management and other key personnel in the additive manufacturing industry, and there can be no assurance that we will be able to retain
such personnel. We do not carry key-man insurance on any member of our senior management team.
Our growth and success will also depend on our ability to attract and retain additional highly-qualified scientific, technical, sales, managerial
and finance personnel. We have experienced and expect to continue to experience intense competition for qualified personnel. While we intend
to continue to provide competitive compensation packages to attract and retain key personnel, some of our competitors for these employees
have greater resources and more experience, making it difficult for us to compete successfully for key personnel. If we cannot attract and retain
sufficiently qualified technical employees for our research and development and manufacturing operations, we may be unable to develop and
commercialize new products or new applications for existing products. Furthermore, possible shortages of key personnel, including engineers,
in the regions surrounding our European facilities could require us to pay more to hire and retain key personnel, thereby increasing our costs.
We may need to raise additional capital from time to time in order to meet our growth strategy and may be unable to do so on attractive
terms, or at all.
We intend to continue to make investments to support the growth of our business and may require additional funds to respond to business
challenges, including the need to implement our growth strategy, increase market share in our current markets or expand into other markets, or
broaden our technology, intellectual property or service capabilities. Accordingly, we may require additional investments of capital from time
to time, and our existing sources of cash and any funds generated from operations may not provide us with sufficient capital. For various
reasons, including any noncompliance with existing or future lending arrangements, additional financing, including lease financing for sale and
leaseback transactions, may not be available when needed, or may not be available on terms favorable to us. If we fail to obtain adequate
capital on a timely basis or if capital cannot be obtained on terms satisfactory to us, we may not be able to achieve our planned rate of growth,
which will adversely affect our results of operations.
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We face significant competition in many aspects of our business, which could cause our revenues and gross profit margins to decline.
Competition could also cause us to reduce sales prices or to incur additional marketing or production costs, which could result in decreased
revenue, increased costs and reduced margins.
We compete for customers with a wide variety of producers of equipment for models, prototypes, other 3D objects and end-use parts as well as
producers of print materials and services for this equipment. Some of our existing and potential competitors are researching, designing,
developing and marketing other types of competitive equipment, print materials and services. Many of these competitors have financial,
marketing, manufacturing, distribution and other resources that are substantially greater than ours.
We also expect that future competition may arise from the development of allied or related techniques for equipment and print materials that
are not encompassed by our patents, from the issuance of patents to other companies that may inhibit our ability to develop certain products,
from our entry into new geographic markets and industries and from improvements to existing print materials and equipment technologies. In
addition, a number of companies have announced beginning production of 3D printers, which will further enhance the competition we face.
We intend to continue to follow a strategy of continuing product development to enhance our position to the extent practicable. We cannot
assure you that we will be able to maintain our current position in the field or continue to compete successfully against current and future
sources of competition. If we do not keep pace with technological change and introduce new products, our revenues and demand for our
products may decrease.
There is no guarantee that purchase orders that relate to 3D printers in our backlog will be consummated.
Our backlog represents 3D printers for which a customer has signed a purchase order, but which we have not shipped yet. Our backlog as of
March 15, 2014 and December 31, 2013 was €4.1 million and €2.3 million, respectively, and consisted of seven and four 3D printers. The
underlying purchase orders and, thus, total backlog are subject to adjustments inherent in our line of business. While we anticipate that all of
the 3D printers in our backlog will ship prior to December 31, 2014, we have had a customer cancel a purchase order in the past without a
penalty. In addition, the purchase orders related to our backlog are still subject to installation and a satisfactory dry run at the customer's site.
As a result, there is no guarantee that these purchase orders will be consummated.
Our operations outside of Germany subject us to various risks, and our failure to manage these risks could adversely affect our results of
operations.
Our business is subject to certain risks associated with doing business globally. Our sales outside of Germany represented 62% and 53% of our
total sales in 2013 and 2012, respectively. One of our growth strategies is to pursue opportunities for our business in several areas of the world,
both inside and outside of Germany and Europe, any or all of which could be adversely affected by the risks set forth below. Accordingly, we
face significant operational risks as a result of doing business internationally, such as:
•
fluctuations in foreign currency exchange rates;
•
potentially longer sales and payment cycles;
•
potentially greater difficulties in collecting accounts receivable;
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•
potentially adverse tax consequences;
•
challenges in providing solutions across a significant distance, in different languages and among different cultures;
•
different, complex and changing laws governing intellectual property rights, sometimes affording reduced protection of
intellectual property rights in certain countries;
•
difficulties in staffing and managing foreign operations, particularly in new geographic locations;
•
restrictions imposed by local labor practices and laws on our business and operations;
•
rapid changes in government, economic and political policies and conditions, political or civil unrest or instability, terrorism
or epidemics and other similar outbreaks or events;
•
operating in countries with a higher incidence of corruption and fraudulent business practices;
•
seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe;
•
costs and difficulties of customizing products for foreign countries;
•
compliance with a wide variety of complex foreign laws, treaties and regulations;
•
transportation delays;
•
tariffs, trade barriers and other regulatory or contractual limitations on our ability to sell or develop our products in certain
foreign markets; and
•
becoming subject to the laws, regulations and court systems of multiple jurisdictions.
Our failure to manage the market and operational risks associated with our international operations effectively could limit the future growth of
our business and adversely affect our results of operations.
Our international operations pose currency risks, which may adversely affect our operating results and net income.
Our operating results may be affected by volatility in currency exchange rates and our ability to effectively manage our currency transaction
risks. Although currency exchange rate fluctuations have not had an impact on our operations to date, as we realize upon our strategy to expand
internationally, our exposure to currency risks will increase. We do not manage our foreign currency exposure in a manner that would eliminate
the effects of changes in foreign exchange rates. Therefore, changes in exchange rates between these foreign currencies and the euro will affect
our revenues, cost of goods sold, and operating margins, and could result in exchange losses in any given reporting period.
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We incur currency transaction risks whenever we enter into either a purchase or a sale transaction using a different currency from the currency
in which we report revenues. In such cases we may suffer an exchange loss because we do not currently engage in currency swaps or other
currency hedging strategies to address this risk.
Given the volatility of exchange rates, we can give no assurance that we will be able to effectively manage our currency transaction risks or
that any volatility in currency exchange rates will not have an adverse effect on our results of operations.
We may engage in future acquisitions that could disrupt our business, cause dilution to our shareholders and harm our financial condition and
operating results.
While we currently have no specific plans to acquire any other businesses, we may, in the future, make acquisitions of, or investments in,
companies that we believe have products or capabilities that are a strategic or commercial fit with our current business or otherwise offer
opportunities for our company. In connection with these acquisitions or investments, we may:
•
issue ADSs or other forms of equity that would dilute our existing shareholders' percentage of ownership;
•
incur debt and assume liabilities; and
•
incur amortization expenses related to intangible assets or incur large and immediate write-offs.
We may not be able to complete acquisitions on favorable terms, if at all. If we do complete an acquisition, we cannot assure you that it will
ultimately strengthen our competitive position or that it will be viewed positively by customers, financial markets or investors. Furthermore,
future acquisitions could pose numerous additional risks to our operations, including:
•
problems integrating the purchased business, products or technologies;
•
challenges in achieving strategic objectives, cost savings and other anticipated benefits;
•
increases to our expenses;
•
the assumption of significant liabilities that exceed the limitations of any applicable indemnification provisions or the
financial resources of any indemnifying party;
•
inability to maintain relationships with key customers, vendors and other business partners of the acquired businesses;
•
diversion of management's attention from their day-to-day responsibilities;
•
difficulty in maintaining controls, procedures and policies during the transition and integration;
•
entrance into marketplaces where we have no or limited prior experience and where competitors have stronger marketplace
positions;
•
potential loss of key employees, particularly those of the acquired entity; and
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•
that historical financial information may not be representative or indicative of our results as a combined company.
Global economic, political and social conditions have adversely impacted our sales and may continue to do so.
The uncertain direction and relative strength of the global economy, difficulties in the financial services sector and credit markets, continuing
geopolitical uncertainties and other macroeconomic factors all affect spending behavior of potential end-users of our products. The prospects
for economic growth in Europe, the United States and other countries remain uncertain and may cause end-users to further delay or reduce
technology purchases. In particular, a substantial portion of our sales are made to customers in countries in Europe, which has recently
experienced a significant economic crisis. If global economic conditions remain volatile for a prolonged period or if European economies
experience further disruptions, our results of operations could be adversely affected. The global financial crisis affecting the banking system
and financial markets has resulted in a tightening of credit markets, lower levels of liquidity in many financial markets and extreme volatility in
fixed income, credit, currency and equity markets. These conditions may make it more difficult for our end-users to obtain financing.
Failure to comply with the U.S. Foreign Corrupt Practices Act or other applicable anti-corruption legislation could result in fines, criminal
penalties and an adverse effect on our business.
We operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to
doing business in accordance with applicable anti-corruption laws. We are subject, however, to the risk that our officers, directors, employees,
agents and collaborators may take action determined to be in violation of such anti-corruption laws, including the U.S. Foreign Corrupt
Practices Act of 1977, the U.K. Bribery Act 2010 and the European Union Anti-Corruption Act, as well as trade sanctions administered by the
Office of Foreign Assets Control and the U.S. Department of Commerce. Any such violation could result in substantial fines, sanctions, civil
and/or criminal penalties or curtailment of operations in certain jurisdictions, and might adversely affect our results of operations. In addition,
actual or alleged violations could damage our reputation and ability to do business.
We rely on our information technology systems to manage numerous aspects of our business and customer and supplier relationships, and
a disruption of these systems could adversely affect our results of operations.
We rely on our information technology, or IT, systems to manage numerous aspects of our business and provide analytical information to
management. Our IT systems allow us to efficiently purchase products from our suppliers, provide procurement and logistic services, ship
products to our customers on a timely basis, maintain cost-effective operations and provide service to our customers. Our IT systems are an
essential component of our business and growth strategies, and a disruption to our IT systems could significantly limit our ability to manage
and operate our business efficiently. Although we take steps to secure our IT systems, including our computer systems, intranet and internet
sites, email and other telecommunications and data networks, the security measures we have implemented may not be effective and our systems
may be vulnerable to, among other things, damage and interruption from power loss, including as a result of natural disasters, computer system
and network failures, loss of telecommunication services, operator negligence, loss of data, security breaches, computer viruses and other
disruptive events. Any such disruption could adversely affect our reputation, brand and financial condition.
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Defects in new products or in enhancements to our existing products that give rise to product returns or warranty or other claims could
result in material expenses, diversion of management time and attention, and damage to our reputation.
Our 3D printing systems may contain undetected defects or errors when first introduced or as enhancements are released that, despite testing,
are not discovered until after a system has been used. This could result in delayed market acceptance of those systems or claims from sales
agents, end-users or others, which may result in litigation, increased end-user service and support costs and warranty claims, damage to our
reputation and business, or significant costs to correct the defect or error. We may from time to time become subject to warranty or product
liability claims related to product quality issues that could lead us to incur significant expenses.
We could face liability if our 3D printers are used by our customers to print dangerous objects.
Customers may use our 3D printers to print parts that could be used in a harmful way or could otherwise be dangerous. For example, there have
been recent news reports that 3D printers were used to print guns or other weapons. We have little, if any, control over what objects our
customers print using our 3D printers, and it may be difficult, if not impossible, for us to monitor and prevent customers from printing weapons
with our 3D printers. While we have never printed weapons in our service center, there can be no assurance that we will not be held liable if
someone were injured or killed by a weapon printed by a customer using one of our 3D printers.
A loss of a significant number of our sales agents would impair our ability to sell our products and services and could reduce our revenues
and adversely impact our operating results.
We expect most of our sales of our products to be made with the assistance of our network of sales agents. We rely heavily on these sales
agents to facilitate sales of our products to end-users in their respective geographic regions. Furthermore, we rely on sales agents to service our
products. These sales agents are generally not precluded from selling our competitors' products in addition to ours. In addition, they may not be
effective in selling our products or servicing our end-users. Further, if a significant number of these sales agents were to terminate their
relationships with us or otherwise fail or refuse to facilitate sales of our products, we may not be able to find replacements that are as qualified
or as successful. If these sales agents do not perform as anticipated or if we are unable to find qualified and successful replacements, our sales
will suffer, which would have a material adverse effect on our revenues and operating results.
Workplace accidents or environmental damage could result in substantial remedial obligations and damage to our reputation.
Accidents or other incidents that occur at our facilities or involve our personnel or operations could result in claims for damages against us. In
addition, in the event we are found to be financially responsible, as a result of environmental or other laws or by court order, for environmental
damages alleged to have been caused by us or occurring on our premises, we could be required to pay substantial monetary damages or
undertake expensive remedial obligations. The amount of any costs, including fines or damages payments that we might incur under such
circumstances could substantially exceed any insurance we have to cover such losses. Any of these events, alone or in combination, could have
a material adverse effect on our business, financial condition and results of operations and could adversely affect our reputation.
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Our operations are subject to environmental laws and other government regulations which could result in liabilities in the future.
We are subject to domestic and foreign environmental laws and regulations governing our operations, including, but not limited to, emissions
into the air and water and the use, handling, disposal and remediation of hazardous substances. A certain risk of environmental liability is
inherent in our production activities. Under certain environmental laws, we could be held solely or jointly and severally responsible, regardless
of fault, for the remediation of any hazardous substance contamination at our facilities and at facilities where our products are used and the
respective consequences arising out of human exposure to such substances or other environmental damage. We may not have been and may not
be at all times in complete compliance with environmental laws, regulations and permits, and the nature of our operations exposes us to the risk
of liabilities or claims with respect to environmental and worker health and safety matters. If we violate or fail to comply with environmental
laws, regulations and permits, we could be subject to penalties, fines, restrictions on operations or other sanctions, and our operations could be
interrupted.
The cost of complying with current and future environmental, health and safety laws applicable to our operations, or the liabilities arising from
past releases of, or exposure to, hazardous substances, may result in future expenditures. Any of these developments, alone or in combination,
could have a material adverse effect on our business, financial condition and results of operations.
We may not have adequate insurance for potential liabilities, including liabilities arising from litigation.
In the ordinary course of business, we have been, and in the future may be, subject to various product and non-product related claims, lawsuits
and administrative proceedings seeking damages or other remedies arising out of our commercial operations, including litigation related to
defects in our products. We maintain insurance to cover our potential exposure for most claims and losses. However, our insurance coverage is
subject to various exclusions, self-retentions and deductibles, may be inadequate or unavailable to protect us fully, and may be cancelled or
otherwise terminated by the insurer. Furthermore, we face the following additional risks related to our insurance coverage:
•
we may not be able to continue to obtain insurance coverage on commercially reasonable terms, or at all;
•
we may be faced with types of liabilities that are not covered under our insurance policies, such as environmental
contamination or terrorist attacks, and that exceed any amounts that we may have reserved for such liabilities;
•
the amount of any liabilities that we may face may exceed our policy limits; and
•
we may incur losses resulting from the interruption of our business that may not be fully covered under our insurance policies.
Even a partially uninsured claim of significant size, if successful, could have a material adverse affect on our business, financial condition,
results of operations and liquidity. However, even if we successfully defend ourselves against any such claim, we could be forced to spend a
substantial amount of money in litigation expenses, our management could be required to spend valuable time defending these claims and our
reputation could suffer, any of which could adversely affect our results of operations.
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If our manufacturing facility or on-demand parts service center is disrupted, sales of our products may be affected, which could result in
loss of revenues and unforeseen costs.
We manufacture our machines at our facility in Europe. Our on-demand parts service center is also located in Europe. While we plan to add
additional facilities in the future, including a facility near Detroit, Michigan for which we have signed a lease and anticipate commencing
operations in the third quarter of 2014, all of our operations are currently performed at our facilities in Europe. If the operations of these
facilities are materially disrupted, whether by natural disasters, demonstrations, acts of terror, or otherwise, we would be unable to fulfill
customer orders for the period of the disruption, we would not be able to recognize revenues on orders, we could suffer damage to our
reputation, and we might need to modify our standard sales terms to secure the commitment of new customers during the period of the
disruption and perhaps longer. Depending on the cause of the disruption, we could incur significant costs to remedy the disruption and resume
product shipments. Such a disruption could have an adverse effect on our results of operations.
New regulations related to conflict-free minerals may cause us to incur additional expenses and may create challenges with our customers.
The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and accountability regarding
the use of "conflict" minerals mined from the Democratic Republic of Congo and adjoining countries, collectively, the DRC. The SEC has
established new annual disclosure and reporting requirements for those companies who use "conflict" minerals sourced from the DRC in their
products. As we use tungsten, a "conflict" mineral, in our research and development department, these new requirements could limit the pool of
suppliers who can provide conflict-free minerals, and, as a result, we cannot ensure that we will be able to obtain these conflict-free minerals in
sufficient quantities or at competitive prices. Compliance with these new requirements may also increase our costs. In addition, we may face
challenges with our customers in the future if our customers require that all our products are certified as "conflict" mineral-free and we are
unable to sufficiently verify the origins of the minerals used in our material sets.
We may have exposure to greater than anticipated tax liabilities which could adversely affect our operating results.
Our future income taxes could be adversely affected by changes in tax laws, regulations, accounting principles or interpretations thereof, in
jurisdictions around the world. In addition, there is a risk that amounts paid or received in transactions between us and our international
subsidiary could be deemed for transfer pricing purposes to be lower or higher than we previously recognized or expected to recognize, or that
distributions to us from our international subsidiary could be subject to withholding tax. Our determination of our tax liability is always subject
to review by applicable tax authorities. Any negative outcome of such a review could have an adverse effect on our operating results and
financial condition. In addition, the determination of our worldwide provision for income taxes and other tax liabilities requires significant
judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our
estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and could adversely affect
our operating results.
Risks Related to Our Intellectual Property
If we are unable to obtain patent protection for our products or otherwise protect our intellectual property rights, our business could suffer.
We rely on a combination of patents, trademarks, trade secrets and confidentiality agreements and other contractual arrangements with our
employees, end-users and others to maintain our competitive
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position. Our success depends, in part, on our ability to obtain patent protection for or maintain as trade secrets our proprietary products,
technologies and inventions and to maintain the confidentiality of our trade secrets and know-how, operate without infringing upon the
proprietary rights of others and prevent others from infringing upon our business proprietary rights.
Despite our efforts to protect our proprietary rights, it is possible that competitors or other unauthorized third parties may obtain, copy, use or
disclose our technologies, inventions, processes or improvements. We cannot assure you that any of our existing or future patents or other
intellectual property rights will be enforceable, will not be challenged, invalidated or circumvented, or will otherwise provide us with
meaningful protection or any competitive advantage. In addition, our pending patent applications may not be granted, and we may not be able
to obtain foreign patents or elect to file applications corresponding to our U.S. and E.U. patents. The laws of certain countries outside the
United States and European Union may not provide the same level of patent protection as in the United States and the European Union, so even
if we assert our patents or obtain additional patents in countries outside of the United States and the European Union, effective enforcement of
such patents may not be available. If our patents do not adequately protect our technology, our competitors may be able to offer additive
manufacturing systems or other products similar to ours. Our competitors may also be able to develop similar technology independently or
design around our patents, and we may not be able to detect the unauthorized use of our proprietary technology or take appropriate steps to
prevent such use. Any of the foregoing events would lead to increased competition and lower revenues or gross margins, which could adversely
affect our operating results.
We may not be able to protect our trade secrets and intellectual property.
While some of our technology is licensed under patents belonging to others or is covered by process patents which are owned or applied for by
us, much of our key technology is not protected by patents. Furthermore, patents are jurisdictional in nature and therefore only protect us in
certain markets, rather than globally. In particular, in fast-growing markets such as China and India, our technology is not protected by patents.
We have devoted substantial resources to the development of our technology, trade secrets, know-how and other unregistered proprietary
rights. While we enter into confidentiality and invention assignment agreements intended to protect such rights, such agreements can be
difficult and costly to enforce or may not provide adequate remedies if violated. Such agreements may be breached and confidential
information may be willfully or unintentionally disclosed, or our competitors or other parties may learn of the information in some other way.
Since we cannot legally prevent one or more other companies from developing similar or identical technology to our unpatented technology, it
is likely that, over time, one or more other companies may be able to replicate our technology, thereby reducing our technological advantages.
If we do not protect our technology or are unable to develop new technology that can be protected by patents or as trade secrets, we may face
increased competition from other companies, which may adversely affect our results of operations.
We enjoy license rights and exclusivity of certain patents and intellectual property and cannot adequately estimate the effects of their
expiration upon the entrance or advancement of competitors into the additive manufacturing industrial market.
We have exclusive and non-exclusive license rights to certain patents that we utilize in the industrial market. Some of these patents have
already expired, and others will expire within the next two to four years. We cannot adequately estimate the effect that the expiration of these
patents will have upon the entrance or advancement of other additive manufacturing manufacturers into the industrial market. See "Business —
Intellectual Property."
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We may be subject to claims alleging patent infringement.
Our products and technology, including the technology that we license from others, may infringe the intellectual property rights of third parties.
Patent applications in the United States and most other countries are confidential for a period of time until they are published, and the
publication of discoveries in scientific or patent literature typically lags actual discoveries by several months or more. As a result, the nature of
claims contained in unpublished patent filings around the world is unknown to us, and we cannot be certain that we were the first to conceive
inventions covered by our patents or patent applications or that we were the first to file patent applications covering such inventions.
Furthermore, it is not possible to know in which countries patent holders may choose to extend their filings under the Patent Cooperation
Treaty or other mechanisms. In addition, we may be subject to intellectual property infringement claims from individuals, vendors and other
companies, including those that are in the business of asserting patents, but are not commercializing products in the field of 3D printing. Any
claims that our products or processes infringe the intellectual property rights of others, regardless of the merit or resolution of such claims,
could cause us to incur significant costs in responding to, defending and resolving such claims, and may prohibit or otherwise impair our ability
to commercialize new or existing products. Any infringement by us or our licensors of the intellectual property rights of third parties may have
a material adverse effect on our business, financial condition and results of operations.
Third-party claims of intellectual property infringement successfully asserted against us may require us to redesign infringing technology or
enter into costly settlement or license agreements on terms that are unfavorable to us, prevent us from manufacturing or licensing certain of our
products, subject us to injunctions restricting our sale of products and use of infringing technology, cause severe disruptions to our operations
or the markets in which we compete, impose costly damage awards or require indemnification of our sales agents and end-users. In addition, as
a consequence of such claims, we may incur significant costs in acquiring the necessary third-party intellectual property rights for use in our
products or developing non-infringing substitute technology. Any of the foregoing developments could seriously harm our business.
We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims as a result of
litigation or other proceedings.
In connection with the enforcement of our intellectual property rights, opposing third parties from obtaining patent rights or disputes related to
the validity or alleged infringement of our or third-party intellectual property rights, including patent rights, we have been and may in the future
be subject or party to claims, negotiations or complex, protracted litigation. Intellectual property disputes and litigation, regardless of merit, can
be costly and disruptive to our business operations by diverting attention and energies of management and key technical personnel, and by
increasing our costs of doing business. We may not prevail in any such dispute or litigation, and an adverse decision in any legal action
involving intellectual property rights, including any such action commenced by us, could limit the scope of our intellectual property rights and
the value of the related technology. We have previously been involved in patent litigation with the Massachusetts Institute of Technology, or
MIT, and Z Corporation, or Z Corp, which we resolved through a settlement agreement with MIT and Z Corp and by entering into a subsequent
license agreement with Z Corp. While we strive to avoid infringing the intellectual property rights of third parties, we cannot provide any
assurances that we will be able to avoid any infringement claims.
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Obtaining and maintaining our patent protection depends on compliance with various procedural, documentary, fee payment and other
requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with
these requirements.
Periodic maintenance fees on any issued patent are due to be paid to the U.S. Patent and Trademark Office, or USPTO, and foreign patent
agencies in several stages over the lifetime of the patent. The USPTO and various foreign governmental patent agencies require compliance
with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. While an
inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are
situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of
patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application
include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly
legalize and submit formal documents. If we or our exclusive licensors fail to maintain the patents and patent applications covering our
products and processes, our competitive position would be adversely affected.
We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.
Certain of our past and present employees were previously employed at other additive manufacturing companies, including our competitors or
potential competitors. Some of these employees executed proprietary rights, non-disclosure and non-competition agreements in connection
with such previous employment. Although we try to ensure that our employees do not use the proprietary information or know-how of others in
their work for us, we may be subject to claims that we or these employees have used or disclosed intellectual property, including trade secrets
or other proprietary information, of any such employee's former employer. We are not aware of any threatened or pending claims related to
these matters, but in the future litigation may be necessary to defend against such claims. If we fail in defending any such claims, in addition to
paying monetary damages, we may lose valuable personnel or intellectual property rights. Even if we are successful in defending against such
claims, litigation could result in substantial costs and be a distraction to management. As we expand our operations into the United States and
elsewhere, we may face similar claims with regard to our future employees in these countries.
Certain of our employees and patents are subject to German law.
Almost all of our employees work in Germany and are subject to German employment law. Ideas, developments, discoveries and inventions
made by such employees and consultants are subject to the provisions of the German Act on Employees' Inventions ( Gesetz über
Arbeitnehmererfindungen ), which regulates the ownership of, and compensation for, inventions made by employees. We face the risk that
disputes can occur between us and our employees or ex-employees pertaining to alleged non-adherence to the provisions of this act that may be
costly to defend and take up our management's time and efforts whether we prevail or fail in such dispute. In addition, under the German Act
on Employees' Inventions, certain employees retained rights to patents they invented or co-invented prior to 2009. Although most of these
employees have subsequently assigned their interest in these patents to us, there is a risk that the compensation we provided to them may be
deemed to be insufficient and we may be required under German law to increase the compensation due to such employees for the use of the
patents. In those cases where employees have not assigned their interests to us, we may need to pay compensation for the use of those patents.
If we are required to pay additional compensation or face other disputes under the German Act on Employees' Inventions, our results of
operations could be adversely affected.
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If we fail to comply with our obligations under our intellectual property-related agreements, we could lose rights that are important to our
business or be subject to restrictions on the conduct of our business.
We have license agreements with respect to certain intellectual property that is important to our business with both Z Corp and The ExOne
Company, or ExOne, that impose restrictions on our use of certain intellectual property. We are party to other intellectual property-related
agreements that also are important to our business. Disputes may arise between the counterparties to these agreements and us that could result
in termination of these agreements or in costly litigation or arbitration that diverts management attention and resources. If we fail to comply
with our obligations under our intellectual property-related agreements, or misconstrue the scope of the rights granted to us or restrictions
imposed on us under these agreements, the counterparties may have the right to terminate these agreements or sue us for damages or equitable
remedies, including injunctive relief. Termination of these agreements, the reduction or elimination of our rights under these agreements, or the
imposition of restrictions under these agreements that we have not anticipated may result in our having to negotiate new or reinstated licenses
with less favorable terms, or to cease commercialization of licensed technology and products. This could materially adversely affect our
business.
Certain technologies and patents have been developed with partners and we may face restrictions on this jointly-developed intellectual
property.
We have entered into cooperation agreements with a number of industrial and commercial partners, as well as university partners. We have, in
some cases individually and in other cases along with our partners, filed for patent protection for a number of technologies developed under
these agreements and may in the future file for further intellectual property protection and/or seek to commercialize such technologies. Under
some of these agreements, certain intellectual property developed by us and the relevant partner may be subject to joint ownership by us and
the partner and our commercial use of such intellectual property may be restricted, or may require written consent from, or a separate
agreement with, the partner. In other cases, we may not have any rights to use intellectual property solely developed and owned by the partner.
If we cannot obtain commercial use rights for such jointly-owned intellectual property or partner-owned intellectual property, our future
product development and commercialization plans may be adversely affected.
Risks related to the ADSs and this offering
As a new investor, you will experience substantial dilution as a result of this offering.
The public offering price per ADS will be substantially higher than the net tangible book value per ADS prior to this offering. Consequently, if
you purchase ADSs in this offering at an assumed public offering price of $25.04 (the closing trading price of our ADSs on the New York
Stock Exchange on April 4, 2014), you will incur immediate dilution of $17.92 per ADS. For further information regarding the dilution
resulting from this offering, please see the section entitled "Dilution" in this prospectus. This dilution is due in large part to the fact that our
earlier investors paid substantially less than the assumed public offering price when they purchased their ordinary shares.
The price of our ADSs may fluctuate significantly.
The stock market generally, including our ADSs, has experienced extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of listed companies. Broad market and industry factors may negatively affect the market price of
our ADSs, regardless of our actual operating performance. The market price and liquidity of the market for our
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ADSs may fluctuate and may be significantly affected by numerous factors, some of which are beyond our control. These factors include:
•
significant volatility in the market price and trading volume of securities of companies in our sector, which is not necessarily
related to the operating performance of these companies;
•
the mix of products that we sell, and related services that we provide, during any period;
delays between our expenditures to develop and market new products and the generation of sales from those products;
•
changes in the amount that we spend to develop, acquire or license new products, technologies or businesses;
•
changes in our expenditures to promote our products and services;
•
changes in the cost of satisfying our warranty obligations and servicing our installed base of 3D printers;
•
success or failure of research and development projects of us or our competitors;
•
announcements of acquisitions by us or one of our competitors;
•
the general tendency towards volatility in the market prices of shares of companies that rely on technology and innovation;
•
changes in regulatory policies or tax guidelines;
•
changes or perceived changes in earnings or variations in operating results;
•
any shortfall in revenues or net income from levels expected by investors or securities analysts; and
•
general economic trends and other external factors.
Our principal shareholders and management own a significant percentage of our ordinary shares and will be able to exert significant
influence over matters subject to shareholder approval.
Prior to this offering, members of our supervisory and management boards and holders of 5% or more of our ordinary shares beneficially
owned 52.1% of our ordinary shares and, upon consummation of this offering, that same group will hold approximately 38.3% of our
outstanding ordinary shares (including ordinary shares represented by ADSs), assuming no exercise of the underwriters' over-allotment option.
These shareholders will have significant influence over the outcome of all matters requiring shareholder approval. For example, these
shareholders may be able to influence the outcome of elections of members of our supervisory board, amendments of our organizational
documents, or approval of any merger, sale of assets, or other major corporate transactions. This may prevent or discourage unsolicited
acquisition proposals or offers for our ordinary shares or ADSs that you may feel are in your best interest as one of our shareholders. The
interests of this group of shareholders may not always coincide with your interests or the interests of other shareholders, and they may act in a
manner that advances their best interests and not necessarily those of other shareholders, including seeking a premium value for their ordinary
shares, which might affect the prevailing market price for our ADSs.
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Substantial future sales of our ordinary shares or ADSs in the public market, or the perception that these sales could occur, could cause the
price of the ADSs to decline.
Additional sales of our ordinary shares or ADSs in the public market after this offering, or the perception that these sales could occur, could
cause the market price of the ADSs to decline. Upon completion of this offering, we will have approximately 11.5 million ADSs outstanding
representing approximately 2.3 million ordinary shares. All ADSs sold in this offering will be freely transferable without restriction or
additional registration under the Securities Act. The ordinary shares and ADSs held by the members of our management board and supervisory
board and the selling shareholders will be available for sale upon the expiration of a lock-up period, which will expire 90 days after the date of
this prospectus. Any or all of these ordinary shares or ADSs may be released prior to expiration of the lock-up period with the prior written
consent of Piper Jaffray & Co. and Citigroup Global Markets Limited. To the extent ordinary shares or ADSs are released before the expiration
of the lock-up period and these ordinary shares or ADSs are sold into the market, the market price of the ADSs could decline. See "Shares
Eligible for Future Sales" and "Underwriting" for a more detailed description of the terms of these "lock-up" arrangements.
You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to
exercise your right to vote.
Except as described in this prospectus and the deposit agreement, holders of the ADSs will not be able to exercise voting rights attaching to the
ordinary shares evidenced by the ADSs on an individual basis. Under the terms of the deposit agreement, holders of the ADSs will appoint the
depositary or its nominee as their representative to exercise the voting rights attaching to the ordinary shares represented by the ADSs. You
may not receive voting materials in time to instruct the depositary to vote, and it is possible that you, or persons who hold their ADSs through
brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.
You may not receive distributions on our ordinary shares represented by the ADSs or any value for them.
Under the terms of the deposit agreement, the depositary for the ADSs has agreed to pay to you the cash dividends or other distributions it or
the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these
distributions in proportion to the number of our ordinary shares your ADSs represent. However, in accordance with the limitations set forth in
the deposit agreement, it may be unlawful or impractical to make a distribution available to holders of ADSs. In addition, with respect to
distributions of rights to subscribe for additional ordinary shares or ADS, such distributions will only be made if we request such rights be
made available to holders of the ADSs. We have no obligation to take any other action to permit the distribution of the ADSs, ordinary shares,
rights or anything else to holders of the ADSs. This means that you may not receive the distributions we make on our ordinary shares or any
value from them. These restrictions may have a material adverse effect on the value of your ADSs.
We have no present intention to pay dividends on our ordinary shares in the foreseeable future and, consequently, your only opportunity to
achieve a return on your investment during that time is if the price of our ADSs appreciates.
We have no present intention to pay dividends on our ordinary shares in the foreseeable future. Any recommendation by our management and
supervisory boards to pay dividends will depend on many factors, including our financial condition, results of operations, legal requirements
and other factors. Accordingly, if the price of our ADSs declines in the foreseeable future, you will incur a loss on your investment, without the
likelihood that this loss will be offset in part or at all by potential future cash dividends.
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As a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information
with the SEC than U.S. companies. This may limit the information available to holders of ADSs.
We are a "foreign private issuer," as defined in the SEC rules and regulations, and, consequently, we are not subject to all of the disclosure
requirements applicable to companies organized within the United States. For example, we are exempt from certain rules under the Exchange
Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable
to a security registered under the Exchange Act. In addition, members of our management board and supervisory board and our principal
shareholders are exempt from the reporting and "short-swing" profit recovery provisions of Section 16 of the Exchange Act and related rules
with respect to their purchases and sales of our securities. Moreover, we are not required to file periodic reports and financial statements with
the SEC as frequently or as promptly as U.S. public companies. Accordingly, there may be less publicly-available information concerning our
company than there is for U.S. public companies.
As a foreign private issuer, we file an annual report on Form 20-F within four months of the close of each year ended December 31 and furnish
reports on Form 6-K relating to certain material events promptly after we publicly announce these events. However, although we intend to
issue quarterly financial information, because of the above exemptions for foreign private issuers, we are not required to do so, and, therefore,
holders of our ADSs will not be afforded the same protections or information generally available to investors holding shares in public
companies organized in the United States.
As a foreign private issuer, we are not subject to certain New York Stock Exchange corporate governance rules applicable to U.S. listed
companies.
We rely on provisions in the New York Stock Exchange Listed Company Manual that permit us to follow our home country corporate
governance practices with regard to certain aspects of corporate governance. This allows us to follow German corporate law and the German
Corporate Governance Code, which differ in significant respects from the corporate governance requirements applicable to U.S. companies
listed on the New York Stock Exchange.
In accordance with our New York Stock Exchange listing, our Audit Committee is required to comply with or satisfy an exemption from the
provisions of Section 301 of the Sarbanes-Oxley Act and Rule 10A-3 of the Exchange Act, both of which are also applicable to listed U.S.
companies. Because we are a foreign private issuer, however, we generally are permitted to follow home country practice in lieu of the
corporate governance standards provided in the New York Stock Exchange Listed Company Manual. In particular, we are not required to
comply with the requirements that the members of our Audit Committee satisfy financial literacy standards, that a majority of the members of
our supervisory board must be independent, that our Audit Committee and Compensation and Nominating Committee adopt written charters
and that we adopt and disclose corporate governance guidelines. If some investors find the ADSs less attractive as a result of these differences,
there may be a less active trading market for the ADSs and the price of the ADSs may be more volatile. See "Management — Differences
between Our Corporate Governance Practices and Those Set Forth in the New York Stock Exchange Listed Company Manual."
We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
As a foreign private issuer, we are not required to comply with all the periodic disclosure and current reporting requirements of the Exchange
Act and related rules and regulations. The determination of foreign private issuer status is made annually on the last business day of an issuer's
most recently
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completed second fiscal quarter. Accordingly, we will next make a determination with respect to our foreign private issuer status on June 30,
2014. There is a risk that we will lose our foreign private issuer status in the future.
We would lose our foreign private issuer status if, for example, more than 50% of our assets are located in the United States and we continue to
fail to meet additional requirements necessary to maintain our foreign private issuer status. As of December 31, 2013, an immaterial amount of
our assets were located in the United States, although this may change as we expand our operations in the United States. The regulatory and
compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly greater than the costs we incur as a foreign
private issuer. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic
issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We
would be required under current SEC rules to prepare our financial statements in accordance with U.S. GAAP and modify certain of our
policies to comply with corporate governance practices associated with U.S. domestic issuers. Such conversion and modifications would
involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S.
stock exchanges that are available to foreign private issuers such as the ones described above and exemptions from procedural requirements
related to the solicitation of proxies.
We are an "emerging growth company" and we intend to take advantage of reduced disclosure and governance requirements applicable to
emerging growth companies, which could result in our ADSs being less attractive to investors.
We are an "emerging growth company," as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various
reporting and governance requirements that are applicable to other public companies that are not emerging growth companies including, but not
limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced
disclosure obligations regarding executive compensation in our periodic reports and other public filings. We cannot predict if investors will
find the ADSs less attractive because we will rely on such exemptions. If some investors find the ADSs less attractive as a result, there may be
a less active trading market for the ADSs and the price of the ADSs may be more volatile. We may take advantage of these reporting and
governance exemptions until we are no longer an emerging growth company, which in certain circumstances could be as late as the last day of
our fiscal year following October 23, 2018, which is the fifth anniversary of the date of the first sale of our ordinary shares pursuant to an
effective registration statement under the Securities Act. See "Prospectus Summary — Implications of Being an Emerging Growth Company."
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We
currently prepare our financial statements in accordance with IFRS as issued by the IASB, which do not have separate provisions for publicly
traded and private companies. However, in the event we convert to U.S. GAAP while we are still an emerging growth company, we may be
able to take advantage of the benefits of this extended transition period and, as a result, during such time that we delay the adoption of any new
or revised accounting standards, our financial statements may not be comparable to other companies that comply with all public company
accounting standards.
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If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report
our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure
controls and procedures. In particular, in the future, we will be required, under Section 404 of the Sarbanes-Oxley Act, to perform system and
process evaluations and testing of our internal controls over financial reporting to allow management and our independent registered public
accounting firm to report on the effectiveness of our internal control over financial reporting. This assessment will need to include disclosure of
any material weaknesses in our internal control over financial reporting identified by our management or our independent registered public
accounting firm. A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting
that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or
detected on a timely basis. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from our independent registered public
accounting firm on the effectiveness of our internal control over financial reporting. However, for as long as we remain an emerging growth
company as defined in the JOBS Act, we intend to take advantage of the exemption permitting us not to comply with the independent
registered public accounting firm attestation requirement. At the time when we are no longer an emerging growth company, our independent
registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are
documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in the future.
Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We
currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public
company experience and technical accounting knowledge, and compile the system and process documentation necessary to perform the
evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a
timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial
reporting, we will be unable to assert that our internal control over financial reporting is effective. We cannot assure you that there will not be
material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal
control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations or cash
flows. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public
accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose
investor confidence in the accuracy and completeness of our financial reports, the market price of the ADSs could decline, and we could be
subject to sanctions or investigations by the New York Stock Exchange, the SEC or other regulatory authorities. Failure to remedy any material
weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public
companies, could also restrict our future access to the capital markets.
We have identified a material weakness in our internal control over financial reporting which could, if not remediated, result in material
misstatements in our financial statements.
In connection with the audit of our financial statements as of and for the year ended December 31, 2013, we concluded there is a material
weakness in internal control over financial reporting. Under standards established by the Public Company Accounting Oversight Board, a
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely
basis.
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Our management identified a material weakness in our control over financial reporting attributable to the combination of our lack of sufficient
financial reporting and accounting personnel with appropriate training in IFRS as issued by the IASB, and SEC rules and regulations with
respect to financial reporting. As such, our controls over financial reporting were not designed or operating effectively, and as a result there
were adjustments required in connection with closing our books and records and preparing our 2013 financial statements. These control
deficiencies resulted in more than a remote likelihood that a material misstatement of our annual and interim financial statements would not be
prevented or detected during our ordinary close process.
In an effort to remediate our material weakness, we intend to hire additional finance and accounting personnel with appropriate training, build
our financial management and reporting infrastructure, and further develop and document our accounting policies and financial reporting
procedures. The actions that we are taking are subject to ongoing management board review, as well as audit committee oversight. Although
we plan to complete this remediation process as quickly as possible, we cannot at this time estimate how long it will take, and our initiatives
may not prove to be successful in remediating this material weakness. If our remedial measures are insufficient to address the material
weakness, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur
in the future, our financial statements may contain material misstatements and we could be required to restate our financial results. In addition,
if we are unable to successfully remediate this material weakness and if we are unable to produce accurate and timely financial statements, our
stock price may be adversely affected and we may be unable to maintain compliance with applicable stock exchange listing requirements. We
are not currently required to comply with Section 404 of the Sarbanes-Oxley Act of 2002, and are therefore not currently required to make an
assessment of the effectiveness of our internal controls.
We incur significant increased costs as a result of operating as a company whose ADSs are publicly traded in the United States, and our
management is required to devote substantial time to new compliance initiatives.
As a company whose ADSs commenced trading in the United States in October 2013, we incur significant legal, accounting, insurance and
other expenses that we did not previously incur. In addition, the Sarbanes Oxley Act, the Dodd-Frank Wall Street Reform and Consumer
Protection Act and related rules implemented by the SEC and the New York Stock Exchange have imposed various requirements on public
companies, including requiring establishment and maintenance of effective disclosure and financial controls. These costs will increase at the
time when we are no longer an emerging growth company eligible to rely on exemptions under the JOBS Act from certain disclosure and
governance requirements. Our management and other personnel must devote a substantial amount of time to these compliance initiatives.
Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and
costly. We estimate that our annual compliance expenses will be approximately €1 million in each of the next two fiscal years. For example,
these rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance, and we may
be required to incur substantial costs to maintain the same or similar coverage. These laws and regulations could also make it more difficult and
expensive for us to attract and retain qualified persons to serve on our supervisory board or its committees or on our management board.
Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of the ADSs, fines, sanctions and
other regulatory action and potentially civil litigation.
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U.S. investors may have difficulty enforcing civil liabilities against our Company or members of our management and supervisory boards
and the experts named in this prospectus.
The members of our management and supervisory boards and certain of the experts named in this prospectus are non-residents of the United
States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible, or
may be very difficult, to serve process on such persons or us in the United States or to enforce judgments obtained in U.S. courts against them
or us based on civil liability provisions of the securities laws of the United States. In addition, awards of punitive damages in actions brought in
the United States or elsewhere may be unenforceable in Germany. An award for monetary damages under the U.S. securities laws would be
considered punitive if it does not seek to compensate the claimant for loss or damage suffered and is intended to punish the defendant. The
enforceability of any judgment in Germany will depend on the particular facts of the case as well as the laws and treaties in effect at the time.
Litigation in Germany is also subject to rules of procedure that differ from the U.S. rules, including with respect to the taking and admissibility
of evidence, the conduct of the proceedings and the allocation of costs. Proceedings in Germany would have to be conducted in the German
language, and all documents submitted to the court would, in principle, have to be translated into German. For these reasons, it may be difficult
for a U.S. investor to bring an original action in a German court predicated upon the civil liability provisions of the U.S. federal securities laws
against us, the members of our management and supervisory boards and certain of the experts named in this prospectus. The United States and
Germany do not currently have a treaty providing for recognition and enforcement of judgments (other than arbitration awards) in civil and
commercial matters, though recognition and enforcement of foreign judgments in Germany is possible in accordance with applicable German
laws.
You may be subject to limitations on the transfer of your ADSs.
Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when
it deems doing so expedient in connection with the performance of its duties. The depositary may close its books from time to time for a
number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain
an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends
and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our share register or the
books of the depositary are closed, or at any time if we or the depositary thinks that it is advisable to do so because of any requirement of law
or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason in accordance with the
terms of the deposit agreement. As a result, you may be unable to transfer your ADSs when you wish to.
If securities or industry analysts do not publish research or reports about our business, or if they or anyone else gives negative
recommendations regarding our ADSs, the market price for our ADSs and trading volume could decline.
The trading market for our ADSs will be influenced by research or reports that industry or securities analysts publish about our business. If one
or more analysts who cover us downgrade our ADSs, the market price for our ADSs would likely decline. If other individuals, including short
sellers, disseminate negative information regarding our business or our ADSs, the market price for our ADSs may also decline. If one or more
of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which, in turn,
could cause the market price or trading volume for our ADSs to decline.
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Your rights as a shareholder in a German corporation may differ from your rights as a shareholder in a U.S. corporation.
We are organized as a stock corporation ( Aktiengesellschaft ) under the laws of Germany, and by participating in this offering you will become
a holder of ADSs with underlying shares in a German stock corporation. You should be aware that the rights of shareholders under German law
differ in important respects from those of shareholders in a U.S. corporation. These differences include, in particular:
•
Under German law, certain important resolutions, including, for example, capital decreases, measures under the German
Transformation Act ( Umwandlungsgesetz ), such as mergers, conversions and spin-offs, the issuance of convertible bonds or
bonds with warrants attached and the dissolution of the German stock corporation apart from insolvency and certain other
proceedings, require the vote of a 75% majority of the capital present or represented at the relevant shareholders' meeting.
Therefore, the holder or holders of a blocking minority of 25% or, depending on the attendance level at the shareholders'
meeting, the holder or holders of a smaller percentage of the shares in a German stock corporation may be able to block any
such votes, possibly to our detriment or the detriment of our other shareholders.
•
As a general rule under German law, a shareholder has no direct recourse against the members of the management board or
supervisory board of a German stock corporation in the event that it is alleged that they have breached their duty of loyalty or
duty of care to the German stock corporation. Apart from insolvency or other special circumstances, only the German stock
corporation itself has the right to claim damages from members of either board. A German stock corporation may waive or
settle these damages claims only if at least three years have passed and the shareholders approve the waiver or settlement at
the shareholders' meeting with a simple majority of the votes cast, provided that a minority holding, in the aggregate, 10% or
more of the German stock corporation's share capital does not have its opposition formally noted in the minutes maintained by
a German civil law notary.
For more information, we have provided summaries of relevant German corporation law and of our articles of association under "Management"
and "Description of Share Capital."
Exchange rate fluctuations may reduce the amount of U.S. dollars you receive in respect of any dividends or other distributions we may pay
in the future in connection with your ADSs.
Under German law, the determination of whether we have been sufficiently profitable to pay dividends is made on the basis of our
unconsolidated annual financial statements prepared under the German Commercial Code ( Handelsgesetzbuch ) in accordance with accounting
principles generally accepted in Germany. Exchange rate fluctuations may affect the amount in U.S. dollars that our shareholders receive upon
the payment of cash dividends or other distributions we declare and pay in euro, if any. Such fluctuations could adversely affect the value of
our ADSs and, in turn, the U.S. dollar proceeds that holders receive from the sale of our ADSs.
We have broad discretion to determine how to use the funds raised in this offering and may use them in ways that may not enhance our
operating results or the price of the ADSs.
Our management will have broad discretion over the use of proceeds from this offering, and we could spend the proceeds from this offering in
ways the holders of our ADSs may not agree with or that do not yield a favorable return, if any. We intend to use the net proceeds of this
offering for the following
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purposes: (i) research and development initiatives, sales and marketing initiatives, potential further expansion of our on-demand parts service
center in Europe and the establishment of new on-demand parts service centers in North America and Asia; and (ii) general corporate purposes,
including without limitation, potential acquisitions. However, our use of these proceeds may differ substantially from our current plans. You
will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. You must rely on
the judgment of our management regarding the application of the net proceeds of this offering. If we do not invest or apply the proceeds of this
offering in ways that improve our operating results, we may fail to achieve expected financial results, which could cause the price of our ADSs
to decline.
In the event we are or become treated as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes, U.S. holders
of our ADSs could be subject to adverse U.S. federal income tax consequences.
In the event we were treated as a PFIC, U.S. holders (as defined in "Taxation — U.S. Taxation of ADSs") of our ADSs could be subject to
adverse U.S. federal income tax consequences. These consequences include the following: (i) if our ADSs are "marketable stock" for purposes
of the PFIC rules and a U.S. holder makes a mark-to-market election with respect to its ADSs, the U.S. holder will be required to include
annually in its U.S. federal taxable income an amount reflecting any year-end increase in the value of its ADSs, (ii) if a U.S. holder does not
make a mark-to-market election, it may incur significant additional U.S. federal income taxes on income resulting from distributions on, or any
gain from the disposition of, our ADSs, as such income generally would be allocated over the U.S. holder's holding period for its ADSs and
subject to tax at the highest rates of U.S. federal income taxation in effect for such years, with an interest charge then imposed on the resulting
taxes in respect of such income, and (iii) dividends paid by us would not be eligible for reduced individual rates of U.S. federal income tax. In
addition, U.S. holders that own an interest in a PFIC are required to file additional U.S. federal tax information returns.
A U.S. holder may in certain circumstances mitigate adverse tax consequences of the PFIC rules by filing an election to treat the PFIC as a
qualified electing fund, or a QEF. However, in the event that we are or become a PFIC, we do not intend to comply with the reporting
requirements necessary to permit U.S. holders to elect to treat us as a QEF. See "Taxation — Additional United States Federal Income Tax
Consequences — PFIC Rules."
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements concerning our business, operations and financial performance and condition as well as
our plans, objectives and expectations for our business operations and financial performance and condition. Any statements that are not of
historical facts may be deemed to be forward-looking statements. You can identify these forward-looking statements by words such as
"believes," "estimates," "anticipates," "expects," "plans," "intends," "may," "could," "might," "will," "should," "aims," or other similar
expressions that convey uncertainty of future events or outcomes. Forward-looking statements appear in a number of places throughout this
prospectus and include statements regarding our intentions, beliefs, assumptions, projections, outlook, analyses or current expectations
concerning, among other things, our intellectual property position, results of operations, cash needs, spending of the proceeds from this
offering, financial condition, liquidity, prospects, growth and strategies, the industry in which we operate and the trends that may affect the
industry or us.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics and industry
change, and depend on economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than
anticipated. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution
you that forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other
factors that are in some cases beyond our control. All of our forward-looking statements are subject to risks and uncertainties that may cause
our actual results to differ materially from our expectations.
Actual results could differ materially from our forward-looking statements due to a number of factors, including, without limitation, risks
related to:
•
our ability to introduce new 3D printers and related print materials acceptable to the market and to improve the technology
and print materials used in our current 3D printers;
•
fluctuations in our revenues and operating results;
•
the long sales cycle for our products, which makes the timing of our revenues difficult to predict;
•
our ability to adequately increase demand for our products;
•
our ability to significantly increase the number of materials for use in our 3D printers fast enough to meet our business plan;
•
our dependence upon sales to certain industries;
•
our relationships with suppliers, especially with limited source suppliers of components of and consumables for our products;
•
our ability to manage the expansion of our operations effectively in order to achieve our projected levels of growth;
•
our ability to attract and retain key management or other key employees;
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•
our ability to raise additional capital on attractive terms, or at all, if needed to meet our growth strategy;
•
our ability to obtain patent protection for our products or otherwise protect our intellectual property rights;
•
our ability to protect our trade secrets and intellectual property; and
•
the other factors listed in the "Risk Factors" section of this prospectus and elsewhere in this prospectus.
Any forward-looking statements that we make in this prospectus speak only as of the date of such statement, and we undertake no obligation to
update such statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.
Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance,
unless expressed as such, and should only be viewed as historical data. You should, however, review the factors and risks we describe in the
reports we will file from time to time with the SEC after the date of this prospectus. See "Where You Can Find More Information."
You should also read carefully the factors described in the "Risk Factors" section of this prospectus and elsewhere to better understand the risks
and uncertainties inherent in our business and underlying any forward-looking statements. As a result of these factors, we cannot assure you
that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be
inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard
these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified
timeframe, or at all.
This prospectus also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and
other data about our industry. We obtained the industry and market data in this prospectus from our own research as well as from industry and
general publications, surveys and studies conducted by third parties, some of which may not be publicly available. This data involves a number
of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are
subject to a high degree of uncertainty. We caution you not to give undue weight to such projections, assumptions and estimates. While we
believe that these publications, studies and surveys are reliable, we have not independently verified the data contained in them.
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EXCHANGE RATES
Fluctuations in the exchange rate between the euro and the U.S. dollar will affect the U.S. dollar amounts received by owners of our ADSs on
conversion of dividends, if any, paid in euro on the ordinary shares and will affect the U.S. dollar price of our ADSs on the New York Stock
Exchange. The table below shows the period end, average, high and low exchange rates of U.S. dollars per euro for the periods shown. Average
rates are computed by using the noon buying rate of the Federal Reserve Bank of New York for the euro on the last business day of each month
during the relevant year indicated or each business day during the relevant month indicated. The rates set forth below are provided solely for
your convenience and may differ from the actual rates used in the preparation of our financial statements included in this prospectus and other
financial data appearing in this prospectus.
Year Ended December 31,
2010
2011
2012
2013
Month Ended
September 2013
October 2013
November 2013
December 2013
January 2014
February 2014
March 2014 (through March 28, 2014)
High
1.4536
1.4875
1.3463
1.3816
High
1.3537
1.3810
1.3606
1.3816
1.3682
1.3806
1.3927
Low
1.1959
1.2926
1.2062
1.2774
Low
1.3120
1.3490
1.3357
1.3552
1.3500
1.3507
1.3731
Average
1.3261
1.4002
1.2909
1.3303
Average
1.3364
1.3646
1.3491
1.3708
1.3618
1.3665
1.3831
Year end
1.3269
1.2973
1.3186
1.3779
Month end
1.3535
1.3594
1.3606
1.3779
1.3500
1.3806
1.3753
The noon buying rate of the Federal Reserve Bank of New York for the euro on March 28, 2014 was €1.00 = $1.3753.
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MARKET PRICE FOR OUR AMERICAN DEPOSITARY SHARES
Our ADSs, each representing one-fifth of an ordinary share, have been listed on the New York Stock Exchange since October 18, 2013. Our
ADSs are listed for trading on the New York Stock Exchange under the symbol "VJET."
The following table sets forth for the periods indicated the reported high and low sale prices of our ADSs on the New York Stock Exchange.
October 2013 (from October 18, 2013)
November 2013
December 2013
January 2014
February 2014
March 2014
April 2014 (through April 4, 2014)
$
$
$
$
$
$
$
High
39.75
70.00
43.85
47.98
37.75
37.49
26.50
$
$
$
$
$
$
$
On April 4, 2014, the last reported sale price of our ADSs on the New York Stock Exchange was $25.04 per ADS.
41
Low
19.30
32.26
34.10
33.86
29.28
23.65
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USE OF PROCEEDS
We estimate that the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions and estimated
offering expenses payable by us, will be approximately $70.0 million, assuming a public offering price of $25.04 per ADS (the closing trading
price of our ADSs on the New York Stock Exchange on April 4, 2014).
The selling shareholders will receive approximately $23.8 million in net proceeds from their sale of 1,000,000 ADSs in this offering, after
deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by the selling shareholders, which
will be approximately $20,000, assuming a public offering price of $25.04 per share (the closing trading price of our ADSs on the New York
Stock Exchange on April 4, 2014). If the underwriters' over-allotment option is exercised in full, we estimate the selling shareholders will
receive net proceeds of approximately $38.0 million. We will not receive any proceeds from the sale of ADSs by the selling shareholders. See
"Principal and Selling Shareholders" and "Underwriting."
We intend to use the net proceeds of this offering for the following purposes: research and development initiatives, sales and marketing
initiatives, potential further expansion of our on-demand parts service center, the establishment of new on-demand parts service centers in
North America and Asia and for general corporate purposes, including without limitation, potential acquisitions.
The foregoing represents our current intentions with respect to the use and allocation of the net proceeds of this offering based upon our present
plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds. With respect to
our intent to use the proceeds of this offering for potential acquisitions, at this time we have no agreements, arrangements or understandings in
place with respect to any potential acquisitions and have not specifically identified any potential acquisition targets. The occurrence of
unforeseen events or changed market and business conditions could result in the application of the net proceeds of this offering in a manner
other than as described above. Pending our use of the net proceeds as described above, we may invest the net proceeds in short-term bank
deposits or invest them in interest-bearing, investment-grade securities.
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DIVIDEND POLICY
Neither we nor our legal predecessor, Voxeljet Technology GmbH, have ever declared or paid any cash dividends on our ordinary shares, and
we have no present intention of declaring or paying any dividends in the foreseeable future. Any recommendation by our management and
supervisory boards to pay dividends, subject to compliance with applicable law and any contractual provisions that restrict or limit our ability
to pay dividends, including under agreements for indebtedness that we may incur, will depend on many factors, including our financial
condition, results of operations, legal requirements, capital requirements, business prospects and other factors that our management and
supervisory boards deem relevant.
All of the shares represented by the ADSs offered by this prospectus will have the same dividend rights as all of our other outstanding shares.
Any distribution of dividends proposed by our management and supervisory boards requires the approval of our shareholders at a shareholders'
meeting. See "Description of Share Capital," which explains in more detail the procedures we must follow and the German law provisions that
determine whether we are entitled to declare a dividend.
For information regarding the German withholding tax applicable to dividends and related United States refund procedures, see "Taxation —
German Taxation of ADSs."
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CAPITALIZATION
The following table sets forth our capitalization as of December 31, 2013:
•
on an actual basis; and
•
on a pro forma basis to reflect the sale by us of 3,000,000 ADSs in this offering at an assumed public offering price of $25.04
per ADS (the closing trading price of our ADSs on the New York Stock Exchange on April 4, 2014), after deducting the
estimated underwriting discounts and commissions and estimated offering expenses payable by us.
$ (1)
Bank overdrafts and
lines of credit
Long-term debt
Finance lease
obligations
Shareholders' equity:
Subscribed capital
Capital reserves
Accumulated
deficit
As of December 31, 2013
Actual
Pro Forma
€
$ (1)
€
(in thousands)
1,044 €
2,076
758 $
1,507
1,044 €
2,076
758
1,507
4,850
3,520
4,850
3,520
4,299
63,436
3,120
46,038
5,126
132,623
3,720
96,250
(5,178 )
(3,758 )
Total shareholders'
equity
62,557
45,400
Total capitalization
$ 70,528 €
$
(5,178 )
132,571
51,185 $ 140,542 €
(3,758 )
96,212
101,997
(1)
Amounts in this column are not audited and have been converted from euros into U.S. dollars solely for the convenience of the reader at an exchange rate of
$1.3779 per euro, the exchange rate on December 31, 2013. See "Exchange Rates."
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DILUTION
If you invest in our ADSs in this offering, your interest will be diluted immediately to the extent of the difference between the assumed public
offering price per ADS and the pro forma net tangible book value per ADS after this offering. Dilution results from the fact that the assumed
public offering price per ADSs is substantially in excess of the net tangible book value per ADS attributable to our existing shareholders for our
ordinary shares that will be outstanding immediately prior to the closing of this offering. We calculate net tangible book value per ordinary
share by dividing the net tangible book value (total assets less intangible assets and total liabilities) by the number of outstanding ordinary
shares. For purposes of illustration, the following discussion assumes that all of our outstanding shares both before and after this offering are in
the form of ADSs, each representing one-fifth of an ordinary share. Dilution is determined by subtracting net tangible book value per ADS
from the assumed public offering price per ADS.
Our net tangible book value as of December 31, 2013 was approximately $62.5 million, or $4.00 per ADS. After giving effect to the sale by us
of our ADSs in this offering at an assumed public offering price of $25.04 per ADS (the closing trading price of our ADSs on the New York
Stock Exchange on April 4, 2014), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses
payable by us, our pro forma net tangible book value as of December 31, 2013 would have been approximately $132.5 million, or $7.12 per
ADS. This amount represents an immediate increase in our pro forma net tangible book value of $3.12 per ADS to our existing shareholders
and an immediate dilution of $17.92 per ADS to new investors purchasing our ADSs in this offering at the public offering price.
The following table illustrates this dilution per ADS:
Per ADS
(in $)
$
25.04
Assumed public offering price
Net tangible book value before the change attributable to investors
purchasing ADSs in this offering
Increase in net tangible book value attributable to investors purchasing
ADSs in this offering
$
4.00
3.12
Pro forma net tangible book value after giving effect to this offering
Dilution to new investors
7.12
$
17.92
The following table summarizes on a pro forma basis, as of December 31, 2013, the differences between the shareholders as of December 31,
2013 and the new investors with respect to the number of ordinary shares purchased from us and the selling shareholders, the total
consideration paid and the average price per ordinary share paid by existing shareholders and by investors participating in this
45
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offering at an assumed public offering price of $25.04 per ADS, before deducting the estimated underwriting discounts and commissions and
estimated offering expenses payable by us:
Ordinary Shares
Purchased
Number
Total
Consideration
Percent
Amount
(in $)
Average
Price
per
Ordinary
Share
Average
Price per
ADS
(in $)
(in $)
Percent
Existing
shareholders
New investors
2,920,000
800,000
78.5 %$
21.5 %$
99,182,851
100,160,000
49.8 % $
50.2 % $
33.97
125.20
$ 6.79
$ 25.04
Total
3,720,000
100.0 %$
199,342,851
100.0 % $
53.59
$ 10.72
If the underwriters exercise their option to purchase additional ADSs in full, our existing shareholders would own 14,000,000 ADSs, or 75.3%,
in the aggregate, and our new investors would own 4,600,000 ADSs, or 24.7%, in the aggregate, of the total number of ADSs outstanding after
this offering.
To the extent that we grant options or other equity awards to our employees or members of our management or supervisory boards in the
future, and those options or other equity awards are exercised or become vested or other issuances of our ordinary shares are made, there will
be further dilution to new investors.
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SELECTED FINANCIAL AND OPERATING DATA
We present below our selected historical financial and operating data as of and for each of the years in the four-year period ended
December 31, 2013. The financial data as of December 31, 2013 and 2012 and for the years ended December 31, 2013, 2012 and 2011 have
been derived from our audited financial statements and the related notes, which are included elsewhere in this prospectus and which have been
prepared in accordance with IFRS as issued by the IASB and audited in accordance with the standards of the Public Company Accounting
Oversight Board (United States). The financial data as of December 31, 2011 and 2010 and for the year ended December 31, 2010 have been
derived from our audited financial statements and the related notes, which are not included in this prospectus and which have been prepared in
accordance with IFRS as issued by the IASB and audited in accordance with the standards of the Public Company Accounting Oversight Board
(United States).
Our historical results are not necessarily indicative of the financial results to be expected in any future periods. You should read this
information in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Capitalization,"
and our financial statements and related notes, each included elsewhere in this prospectus.
Statement of
Comprehensive
Income (Loss)
Data:
Revenues
Cost of sales
Gross profit
Selling expenses
Administrative
expenses
Research and
development
expenses
Other operating
expenses
Other operating
(income)
Operating profit (loss)
Finance expense
Finance (income)
2013
($ in
thousands,
except
share and per
share data) (1)
$
16,105
9,707
Financial result
Year Ended December 31,
2013
2012
€
2010
(€ in thousands, except share and per share data)
11,688 €
8,711 €
7,257 €
7,045
4,957
4,337
4,764
2,660
6,398
3,638
4,643
2,640
3,754
1,510
2,920
1,160
2,104
1,028
2,309
1,676
758
670
606
3,653
2,651
1,573
1,313
1,073
803
583
62
140
81
(1,232 )
(894 )
(822 )
(831 )
(762 )
(2,774 )
524
(51 )
(2,013 )
380
(37 )
673
363
(18 )
468
389
(5 )
78
359
(8 )
345
384
351
328
84
(273 )
41
(65 )
473
Profit (loss) before
income taxes
Income tax expenses
(benefit)
2011
343
(3,246 )
(2,356 )
493
358
116
212
Profit (loss)
$
(3,740 ) €
(2,714 ) €
Other comprehensive
(income)
$
—
—
€
€
€
(1 ) €
€
(208 )
(4 ) €
(7 )
43
Total comprehensive
income (loss)
Earnings (loss) per
share
Weighted average
number of ordinary
shares outstanding,
adjusted to reflect
changes in capital
$
(3,740 ) €
(2,714 ) €
213
€
47
€
(201 )
$
(1.67 ) €
(1.21 ) €
0.11
€
0.02
€
(0.10 )
2,252,000
2,252,000
2,000,000
47
2,000,000
2,000,000
Table of Contents
Statement of Financial
Position Data:
2013
($ in thousands) (1)
$
46,103
5,017
79,802
17,246
62,557
Cash and cash equivalents
Inventories
Total assets
Total liabilities
Shareholders' equity
€
As of December 31,
2013
2012
2011
(€ in thousands)
33,459
€
301
€
498
3,641
2,806
2,011
57,916
10,738
9,768
12,516
9,520
8,763
45,400
1,218
1,005
2010
€
654
864
8,864
7,906
958
Other Data:
Year Ended December 31,
2013
2012
2013
($ in thousands, except
3D printers sold) (1)
EBITDA (2)
Earnings (loss) per ADS (3)
3D printers sold (4)
$
$
€
€
(717 )
(0.33 )
9
2011
2010
(€ in thousands, except 3D printers sold)
(520 )
€
2,016
€
1,714
€
(0.24 )
€
0.02
€
0.00
€
9
6
3
1,188
(0.02 )
1
(1)
Amounts in this column are not audited and have been converted from euros to U.S. dollars solely for the convenience of the reader at an exchange rate of
$1.3779 per euro, the exchange rate on December 31, 2013. See "Exchange Rates."
(2)
We define EBITDA (earnings before interest, taxes, depreciation and amortization) as profit (loss) plus income tax expenses (benefit), financial result and
depreciation and amortization. Disclosure in this prospectus of EBITDA, which is a non-IFRS financial measure, is intended as a supplemental measure of our
performance that is not required by, or presented in accordance with, IFRS. EBITDA should not be considered as an alternative to profit (loss) or any other
performance measure derived in accordance with IFRS. Our presentation of EBITDA should not be construed to imply that our future results will be unaffected
by unusual or non-recurring items.
The following table reconciles profit (loss) to EBITDA for the periods presented:
Profit (loss)
Income tax expenses (benefit)
Financial result
Depreciation
2013
($ in thousands) (A)
$
(3,740 )
493
473
2,057
Year Ended December 31,
2013
2012
2011
(€ in thousands)
€
(2,714 ) €
212
€
43
358
116
41
343
345
384
1,493
1,343
1,246
€
(208 )
(65 )
351
1,110
EBITDA
$
€
€
1,188
(717 )
(520 )
€
2,016
€
1,714
2010
(A)
Amounts in this column are not audited and have been converted from euros to U.S. dollars solely for the convenience of the reader at an exchange rate of
$1.3779 per euro, the exchange rate on December 31, 2013. See "Exchange Rates."
(3)
Each ADS represents one-fifth of an ordinary share.
(4)
Includes refurbished 3D printers but does not include test machines or 3D printers involved in sale and leaseback transactions.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section
entitled "Selected Financial and Operating Data" and our audited financial statements and the related notes thereto included elsewhere in this
prospectus. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans,
estimates and opinions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could
cause or contribute to these differences or cause our actual results or the timing of selected events to differ materially from those anticipated in
these forward-looking statements include those set forth under "Risk Factors," "Special Note Regarding Forward Looking Statements" and
elsewhere in this prospectus.
Overview
We are a leading provider of high-speed, large-format 3D printers and on-demand parts services to industrial and commercial customers. Our
3D printers employ a powder binding, additive manufacturing technology to produce parts using various material sets, which consist of
particulate materials and proprietary chemical binding agents. We offer our customers the highest volumetric output rate in the industry due to
the combination of our large build boxes and print speeds. We provide our 3D printers and on-demand parts services to industrial and
commercial customers serving the automotive, aerospace, film and entertainment, art and architecture, engineering and consumer product end
markets.
We currently offer six different 3D printer platforms, with build boxes that range from 300 × 200 × 150 millimeters to 4,000 × 2,000 × 1,000
millimeters and various print speeds, which produce volumetric output rates ranging from 0.7 liters per hour to 123.0 liters per hour. All of our
platforms support our commercialized material sets, sand and plastics, along with their respective proprietary chemical binding agents. We
develop our material sets according to the needs of our industrial and commercial customers, and we are currently in varying stages of
developing new material sets, including shell molding and chromite sands, PMMA-based plastics, ceramics, silicon carbide, tungsten carbide,
wood powder and cement.
We believe that our innovations in 3D printers will continue to increase customer adoption of our additive manufacturing technology in
industrial and commercial applications.
On October 23, 2013, we completed our initial public offering of 7,475,000 American Depositary Shares ("ADSs") at a public offering price of
$13.00 per ADS. The Company received net proceeds of approximately $64.5 million, or approximately €46.8 million, in the initial public
offering.
Our business is divided into two segments: Systems and Services.
In our Systems segment, we focus on the development, production and sale of 3D printers. In addition, we sell refurbished 3D printers which
were produced for and used in our Services segment. Before these 3D printers are sold, they are fully refurbished and a new printhead is
installed. We also provide consumables, including particulate materials and proprietary chemical binding agents, maintenance contracts and
spare parts to our customers.
Historically, to our project and development partners, we have sold and leased test machines, which are smaller printers with limited
functionality designed to provide full flexibility to change parameters for the purpose of testing materials and processes. In 2012, we introduced
the VX200, a fully functional 3D printer with similar flexibility for process optimization and materials development. As a result, we do not
plan on selling test machines in the future.
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In our Services segment, we print on-demand custom parts for our customers. At our service center, which we believe is one of the largest
additive manufacturing service centers in Europe, we create parts, molds, cores and models based on designs produced using 3D
computer-aided design, or CAD, software.
We sold our first 3D printer in 2002 and commenced our on-demand parts services business in 2003. As of December 31, 2013, we had an
installed base of 58 printers worldwide, which includes test machines and 3D printers installed at our customers' premises and in our service
center in Europe. We currently operate one service center with approximately 16,000 square feet of production space.
Our revenues grew to €11.7 million in 2013 from €8.7 million in 2012, representing a 34.2% annual growth rate.
Our profit declined by €2.9 million to a net loss of €2.7 million in 2013 compared to a profit of €0.2 million in 2012 resulting from higher
operating expenses in all areas of our operations. The Long Term Cash Incentive Plan, or LTCIP (as described in more detail below under
"Certain Transactions — Long Term Cash Incentive Plan"), had a negative impact of €0.9 million on our profit. In addition, our other operating
expenses include €0.6 million of costs related to the initial public offering. These costs related to our initial public offering were primarily for
internal scoping and planning and external consulting services. Our operating expenses further increased due to higher headcount related to the
pursuit of our growth strategy.
Seasonality
Historically, our results of operations have been subject to seasonal factors. Purchases of our 3D printers often follow a seasonal pattern owing
to the capital budgeting cycles of our customers. Generally, 3D printer sales are higher in our second and fourth fiscal quarters than in our first
and third fiscal quarters. Sales in our Services segment generally are not affected by seasonality. See "Risk Factors — Risks Related to Our
Business and Industry — Our revenues and operating results may fluctuate."
Growth Strategy
Our business strategy focuses on (i) growing our Services segment in order to print more parts for our existing customers and gain new
customers and (ii) using our knowledge and market position to increase sales of our 3D printers. Our growth strategy is also dependent in part
on continuing our investment in research and development activities, which should enable us to meet the needs of our target customers through
the development of new material sets and 3D printers with bigger build boxes and faster print speeds.
We intend to develop our customer base internationally, so that our revenues are not dependent on sales to any one region. We also seek to
grow both our Systems and Services segments so that we are not overly reliant on either segment. We believe that this strategy will help to
offset some of the variability in the Systems segment, which can be more susceptible to macroeconomic trends.
Outlook
We believe that interest in additive manufacturing is increasing as a result of increased commercialization of 3D printers and recent media
attention worldwide. We occupy a defined space in the additive manufacturing market because of the size of our machines and their ability to
print industrial products from qualified industrial materials. While our 3D printers may differ from those of many other additive manufacturing
companies, we expect an increase in additive manufacturing to generally have a positive effect on the public's awareness of our industry.
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Furthermore, we believe that additive manufacturing provides several advantages over traditional design and manufacturing processes,
including:
•
Elimination of Design Constraints
•
Reduced Cost of Complexity
•
Mass Customization
•
Reduced Time to Market
•
Cost Effective Short Run Production
There are a number of available additive manufacturing technologies, including powder binding, inkjet, fused deposition modeling,
stereolithography and selective laser sintering. These technologies differ on the basis of accuracy, surface quality, variety and properties of
consumables, capacity, speed, color variety, transparency and the ability to print multiple materials, among other factors. Our 3D printers
employ a powder binding technology to produce parts using various material sets. Powder binding is a process in which layers of powder are
bonded by a liquid agent that is deposited through a printhead. We believe this process has the fastest build speeds and the lowest materials cost
relative to other additive manufacturing technologies.
We believe that our planned investments in additional capacity in Europe and new service centers in North America and Asia should position
us to generate higher growth in our Services segment in the future.
Key Measures of Our Business
We use several financial and operating metrics to measure our business. We use these metrics to assess the progress of our business, make
decisions on where to allocate capital, time and technology investments, and assess the longer-term performance of our marketplace. The key
metrics are as follows:
Revenues
Our revenues are generated primarily by sales of our 3D printers, consumables and custom 3D printed parts produced at our service center. We
operate in two segments: Systems and Services. The Systems segment derives its revenues from the sale of 3D printers and products and
services related to our 3D printers, including consumables, which include particulate materials and proprietary chemical binding agents,
maintenance contracts and spare parts. Systems revenue also includes revenue associated with the leasing of 3D printers to customers;
however, revenue related to the leasing of 3D printers is not material. The Services segment derives its revenues from the on-demand printing
of parts at our service center.
Our revenues are influenced by:
•
global macroeconomic conditions;
•
the adoption rate of our 3D printers and material sets;
•
our ability to develop new products and technologies that address the increasingly sophisticated and varied needs of
prospective end-users, particularly with respect to the physical properties of print materials and other consumables;
•
the capital expenditure budgets of our potential customers;
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•
the amount of design and manufacturing activity; and
•
the adoption of additive manufacturing technology in various industries.
Sales of our 3D printers, particularly our higher-priced systems, typically involve long sales cycles, are subject to seasonality and can be
difficult to forecast. Because each of our printers can represent a significant amount of revenue, a delay in a purchasing decision, our
production schedule or the shipment of a printer can have a material impact on our periodic reporting of revenues.
In addition, the lack of available production capacity at our service center can influence the revenue we generate in our Services segment in a
given period.
In the course of our routine activities, we sell to customers 3D printers that we have operated in our service center. Before these 3D printers are
sold, they are generally fully refurbished, a process which includes the installation of a new printhead. On average, these refurbished printers
have been operating within the service center for 1.5 to 2.5 years prior to their sale. The proceeds from the sale of such refurbished 3D printers
are recognized as Systems revenue.
Gross Profit
Our gross profit (measured as the difference between our revenues and our costs of sales) and gross profit margin for our Systems and Services
segments are mainly influenced by materials, labor and energy costs. In particular, the gross profit margins in our Systems segment on sales of
our 3D printers also depend on the type and status of the sold products. Our Systems segment sometimes sells refurbished printers
manufactured by us and previously set up in our service center. The gross profit is lower on refurbished printers, and the number of refurbished
printers sold in a period affects the gross profit margin of our Systems segment. In addition, our gross profit is affected by the LTCIP. In the
financial year ended December 31, 2013, the LTCIP has increased the personnel expenses component in our cost of sales, which had a negative
impact on our gross profit.
Critical Accounting Policies and Significant Estimates
The following paragraphs discuss the items that we believe are the critical accounting policies most affected by significant management
estimates and judgments. Management has discussed and periodically reviews these critical accounting policies, the basis for their underlying
assumptions and estimates and the nature of our related disclosures herein.
Revenue Recognition
We sell 3D printers that we manufacture, either in new condition or after having been used in our service center. We recognize revenue from
these sales upon the transfer of risks and rewards of ownership to the buyer, which is upon completion of the installation of the 3D printer at
the customer site, as evidenced by the customer's final acceptance. Revenue from the sale of custom-ordered printed products, consumables,
spare parts and other machine parts is recognized upon transfer of title, generally upon shipment. Revenue for all deliverables in sales
arrangements is recognized to the extent that it is probable that the economic benefit arising from the ordinary activities of the business will
flow to us, provided that the amount of revenue and the costs incurred or to be incurred in respect of the sale can be measured reliably. We
measure revenue at the fair value of the consideration received or receivable, which is fixed at the time of recognition of revenue. In instances
where we receive revenues but the revenue recognition criteria are not met yet, amounts are recorded as deferred revenue and included in other
liabilities and provisions in the accompanying statement of financial position.
We provide our customers with a standard one year warranty agreement on all 3D printers we sell. The warranty is not treated as a separate
service because the warranty is an integral part of the sale of the 3D printer.
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After the initial one-year warranty period, we offer customers optional maintenance contracts. Maintenance contracts have a term of 12 months
and automatically renew for another 12 months, if not previously cancelled. Deferred maintenance service revenue is recognized on a
straight-line basis as the costs of providing services incurred under the contracts generally do not vary significantly throughout the year.
Shipping and handling costs billed to customers for 3D printer sales and sales of printed products and consumables are included in revenues in
the statement of comprehensive income (loss). Costs incurred by us associated with shipping and handling are included in cost of sales in the
statement of comprehensive income (loss).
Our terms of sale generally require payment within 30 to 60 days after shipment of a product, although we recognize that longer payment
periods are customary in some countries in which we do business. To reduce credit risk in connection with 3D printer sales, we may, depending
on the individual circumstances, require significant deposits prior to shipment. In some circumstances, we may require payment in full for our
products prior to shipment and we may also require international customers to furnish letters of credit. These deposits are reported as customer
deposits included in other liabilities and provisions in the accompanying statement of financial position. Services under maintenance contracts
are billed to customers in advance on a monthly, quarterly, or annual basis, depending on the contract.
On four occasions in the past, we have provided loans to customers to cover the purchase price of a 3D printer. The criteria to recognize
revenue from the sale of these 3D printers as stated in IAS 18 are fulfilled, so we can recognize all revenue from the sale of these printers upon
delivery. Generally, revenue from the sale of a 3D printer is recognized when all the following conditions have been satisfied:
(a)
We have transferred to the buyer the significant risks and rewards of ownership of the goods;
(b)
We retain neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the
goods sold;
(c)
The amount of revenue can be measured reliably;
(d)
It is probable that the economic benefits associated with the transaction will flow to us; and
(e)
The costs incurred or to be incurred in respect of the transaction can be measured reliably.
As it relates to situations where we have provided loans to purchasers of our 3D printers, all of these conditions are fulfilled, as the risks and
rewards were transferred with the legal title and the passing of possession for revenue recognition to our customers and we have established a
process to assess the credit of each customer and confirm the customer's creditworthiness beforehand. We do not ordinarily offer loans to
current or prospective customers to cover the purchase of 3D printers.
Sale and Leaseback Transactions
Finance leases consist primarily of borrowings associated with sale and leaseback transactions of involving printers that we manufactured and
use in our Services segment. Additionally, we are a party to finance lease agreements for 3D printers manufactured by others and used in our
service center. Our leased assets are recognized at the lower of fair value or the present value of minimum lease payments and depreciated over
the asset's estimated useful life. We include assets under finance leases in "Property, plant and equipment" in the statement of financial
position. Gain on sale and leaseback transactions is recorded as deferred income in the statement of comprehensive income (loss) and
recognized as "Other operating income" over the term of the lease contract.
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Allowance for Doubtful Accounts
In evaluating the collectability of our accounts receivable, we assess a number of factors, including a specific client's ability to meet its
financial obligations to us, such as whether a customer has declared bankruptcy or not. Other factors assessed include the length of time the
receivables are past due and historical collection experience. Based on these assessments, we record a reserve for specific customers based on
their current economic situation. If circumstances related to specific customers change, or economic conditions deteriorate such that our past
collection experience is no longer relevant, our estimate of the recoverability of our accounts receivable could be further reduced from the
levels provided for in the financial statements.
We believe that our allowance for doubtful accounts is a critical accounting estimate because it is susceptible to change and dependent upon
events that may or may not occur and because the impact of recognizing additional allowances for doubtful accounts may be material to the
assets reported on our statement of financial position and in our statement of comprehensive income (loss).
Inventories
Our inventories are measured at the lower of acquisition cost, manufacturing cost or net realizable value, each as determined by the first-in,
first-out (FIFO) method. Manufacturing costs are comprised of all costs that are directly attributable to the manufacturing process, such as
direct materials and labor costs, and production-related overhead (based on normal operating capacity and normal consumption of materials,
labor and other production costs), including depreciation charges. Net realizable value is the estimated selling price in the ordinary course of
business less applicable variable selling expenses.
We evaluate the adequacy of our allowance for inventory on a yearly basis. Our determination of our inventory allowance is subject to change
because it is based on management's current estimates of the allowance required and potential adjustments.
We believe that our allowance for inventory is a critical accounting estimate because it is susceptible to change and dependent upon events that
may or may not occur and because the impact of recognizing an additional allowance may be material to the assets reported on our statement of
financial position and in our statement of comprehensive income (loss).
Internal Control Over Financial Reporting
In connection with the audit of our financial statements as of and for the year ended December 31, 2013, we concluded there is a material
weakness in internal control over financial reporting. Under standards established by the Public Company Accounting Oversight Board, a
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely
basis.
Our management identified a material weakness in our control over financial reporting attributable to the combination of our lack of sufficient
financial reporting and accounting personnel with appropriate training in IFRS as issued by the IASB, and SEC rules and regulations with
respect to financial reporting. As such, our controls over financial reporting were not designed or operating effectively, and as a result there
were adjustments required in connection with closing our books and records and preparing our 2013 financial statements. These control
deficiencies resulted in more than a remote likelihood that a material misstatement of our annual and interim financial statements would not be
prevented or detected during our ordinary close process.
In an effort to remediate our material weakness, we intend to hire additional finance and accounting personnel with appropriate training, build
our financial management and reporting infrastructure, and
54
Table of Contents
further develop and document our accounting policies and financial reporting procedures. The actions that we are taking are subject to ongoing
management board review, as well as audit committee oversight.
Other Financial Information
We believe EBITDA (earnings before interest, taxes, depreciation and amortization) is meaningful to our investors to enhance their
understanding of our financial performance. Although EBITDA is not necessarily a measure of our ability to fund our cash needs, we
understand that it is frequently used by securities analysts, investors and other interested parties as a measure of financial performance and to
compare our performance with the performance of other companies that report EBITDA. Our calculation of EBITDA may not be comparable
to similarly titled measures reported by other companies.
We define EBITDA as profit (loss) plus income tax expenses (benefit), financial result and depreciation and amortization. Disclosure in this
prospectus of EBITDA, which is a non-IFRS financial measure, is intended as a supplemental measure of our performance that is not required
by, or presented in accordance with, IFRS. EBITDA should not be considered as an alternative to profit (loss) or any other performance
measure derived in accordance with IFRS. Our presentation of EBITDA should not be construed to imply that our future results will be
unaffected by unusual or non-recurring items.
Reconciliation of EBITDA to Profit (Loss)
2013
Profit (loss)
Income tax expenses (benefit)
Financial result
Depreciation and Amortization
EBITDA
€
(2,714 )
358
343
1,493
€
Year Ended December 31,
2012
2011
(€ in thousands)
€
212 €
43
116
41
345
384
1,343
1,246
(520 ) €
55
2,016
€
1,714
2010
€
(208 )
(65 )
351
1,110
€
1,188
Table of Contents
Statement of Comprehensive Income (Loss)
Year Ended December 31, 2013 compared to Year Ended December 31, 2012
The following table sets forth certain statements of comprehensive income (loss) data both on an actual basis and as a percentage of revenues
for the periods indicated:
Revenues
Cost of sales
Year Ended December 31,
2013
2012
Percentage
Percentage
Period-overAmount
of revenues
Amount
of revenues
period change
(€ in
(€ in
(€ in
thousands)
thousands)
thousands)
€
11,688
100 %€
8,711
100 %€
2,977
7,045
60.3
4,957
56.9
2,088
Gross profit
Selling expenses
Administrative
expenses
Research and
development
expenses
Other operating
expenses
Other operating
(income)
Operating profit
(loss)
Finance expense
Finance (income)
Financial result
39.7
22.6
3,754
1,510
43.1
17.3
889
1,130
1,676
14.3
758
8.7
918
2,651
22.7
1,573
18.1
1,078
583
4.9
62
0.7
521
(894 )
7.7
(822 )
9.4
(72 )
(2,013 )
380
(37 )
17.2
3.3
0.3
673
363
(18 )
7.7
4.2
0.2
(2,686 )
17
(19 )
2.9
345
4.0
(2 )
(2,356 )
(358 )
20.2
3.1
328
(116 )
3.8
1.3
(2,684 )
(242 )
(2,714 )
23.2 %€
2.4 %€
(2,926 )
343
Net profit (loss)
before income
taxes
Income taxes
Profit (loss)
4,643
2,640
€
212
Summary
Our revenues increased by €3.0 million, or 34.2%, to €11.7 million in 2013 from €8.7 million in 2012. Revenues for 2013 increased primarily
due to an increase in the number of 3D printers sold. In 2013 we sold nine 3D printers compared to six 3D printers sold in 2012. Revenues
from the printing of on-demand parts for our customers increased slightly, but were limited by current capacity constraints in our service
center. We recently expanded our service center and expect that these capacity constraints will be alleviated as a result of this expansion.
At December 31, 2013, our backlog, which consists of 3D printers for which a customer has signed a purchase contract, but which we have not
shipped or installed yet, was approximately €2.3 million. As production and delivery of our printers is generally not characterized by long lead
times, backlog is more dependent on the timing of customers' requested deliveries.
Our gross profit for 2013 increased by €0.9 million, or 23.7%, to €4.6 million from €3.8 million in 2012. Our higher gross profit for 2013
resulted primarily from increased sales of 3D printers in 2013 and the product mix in our Systems segment. Our gross profit margin decreased
from 43.1% in 2012
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to 39.7% in 2013. This decrease resulted from increased cost of sales caused primarily by higher personnel expenses in connection with the
LTCIP.
Our operating profit declined by €2.7 million to a loss of €2.0 million in 2013 from a profit of €0.7 million in 2012. This is due to a higher level
of operating expenses in connection with our preparations to become a public company and with the buildup of personnel resources to pursue
our growth strategy. In addition to increasing headcount in all departments, we implemented the LTCIP in October 2013, which resulted in
costs of €0.9 million in 2013. Additionally, other operating expenses include €0.6 million of costs incurred primarily for internal scoping and
planning and external consulting services related to our initial public offering.
Revenues by Segment
The table below sets forth the change in revenues by segment from 2012 to 2013:
Year Ended
December 31,
Period-overperiod change
2013
Systems
€
Services
Total Revenue
€
6,343
2012
(€ in thousands)
€
3,464 €
5,345
5,247
11,688
€
8,711
2,879
98
€
2,977
Revenues from the Systems segment for 2013 were €6.3 million, up 83.1% over 2012. The total number of units sold rose 50.0% to nine in
2013 in comparison to six in 2012 (excluding four test machines sold in 2012). Test machines are smaller printers with limited functionality
that are used to test materials and tend to be sold at lower prices compared to our full function 3D printers. We do not intend to sell test
machines in future periods.
On average, the 3D printers sold in 2013 were on average larger systems ( i.e. , VX800 and VX1000) than in prior years, which also
contributed to higher revenue as the larger systems are generally sold at higher prices. Revenue depends not only on the number of units sold,
but also on the composition of the units sold, with new, larger, higher-performance printers generating higher revenue per unit.
Revenues from the Services segment for 2013 were €5.3 million, which represents an increase of €0.1 million over revenues of €5.2 million in
2012. Our ability to grow Services revenues in 2013 was constrained by the continued high capacity utilization of our service center. To remain
flexible and grow Services revenues in the future, we purchased additional land and buildings, including a new production hall that will be used
by our Services segment, adjacent to our service center in Germany that will allow us to increase production capacity at this service center. In
addition, as part of our growth strategy, in March 2014, we leased a new facility near Detroit, Michigan that will house our North American
operations, which we anticipate will begin operations in the third quarter of 2014. We also intend to commence operations in our Services
segment in Asia in 2015.
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Table of Contents
Revenues by Geographic Region
The table below sets forth the change in revenues by geographic region from 2012 to 2013:
EMEA
Asia Pacific
Americas
Total
Year Ended
Year Ended
December 31, 2013
December 31, 2012
Revenues
Percentage
Revenues
Percentage
(€ in thousands)
(€ in thousands)
€
11,286
96.6 % €
7,404
85.0 %
142
1.2
958
11.0
260
2.2
349
4.0
€
11,688
100.0 % €
8,711
100.0 %
We generated most of our revenues in Europe, the Middle East and Africa, or the EMEA region, in both 2013 and 2012. Overall, EMEA region
revenues increased but were limited due to capacity restrictions at our European service center. Revenues in the Asia Pacific region declined as
we did not sell any 3D printers in that region in 2013 after selling two 3D printers in 2012. Revenues in the Americas region decreased slightly
from 2012 to 2013.
Gross Profit and Gross Profit Margin
Total gross profit for 2013 increased by €0.9 million, or 23.7%, reflecting higher sales in our Systems segment in 2013 compared to 2012. Our
gross profit margin decreased by 3.4 percentage points from 2012 to 2013 as a result of increased cost of sales due to higher personnel
expenses related to the LTCIP. These LTCIP-related expenses amounted to €0.3 million in total, €0.2 million within the Systems segment and
€0.1 million within the Services segment.
The table below sets forth gross profit and gross profit margin for our Systems and Services segments:
Systems
Services
Total
Year ended December 31,
2013
2012
Gross
Gross
margin
margin
as
as
percentage
percentage
of relevant
of relevant
segment
segment
Period-overAmount
revenue
Amount
revenue
period change
(€ in
(€ in
(€ in
thousands)
thousands)
thousands)
€
2,505
39.5 %€
1,399
40.4 %€
1.106
2,138
40.0
2,355
44.9
(217 )
€
4,643
39.7 %€
3,754
43.1 %€
889
Gross profit for our Systems segment increased to €2.5 million in 2013 from €1.4 million in 2012, while the gross profit margin of our Systems
segment decreased by 0.9 percentage points to 39.5% in 2013 from 40.4% in 2012. This decrease in gross profit margin resulted primarily from
higher cost of sales because of increased personnel expenses related to the LTCIP and increased headcount related to the pursuit of our growth
strategy.
Gross profit for our Services segment decreased slightly by €0.2 million from 2012 to 2013, with the gross profit margin decreasing
4.9 percentage points from 44.9% in 2012 to 40.0% in 2013. Although Services revenues were largely unchanged, gross profit margin in this
segment decreased due to higher personnel expenses related to the LTCIP.
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Operating Expenses
As shown in the table below, total operating expenses increased by €3.6 million to €6.7 million in 2013 from €3.1 million in 2012, and
increased to 56.9% of revenues compared to 35.4% in 2012. This increase affected all areas of our operations.
Year Ended December 31,
2013
2012
Percentage
Percentage
Amount
of revenues
Amount
of revenues
(€ in
(€ in
thousands)
thousands)
Operating expenses
Selling expenses
Administrative
expenses
Research and
development
expenses
Other operating
expenses
Other operating
(income)
€
€
Total
Period-overperiod change
(€ in
thousands)
2,640
22.6 %€
1,676
14.3
758
8.7
918
2,651
22.7
1,573
18.1
1,078
583
4.9
62
0.7
521
(894 )
7.6
(822 )
9.4
(72 )
56.9 %€
6,656
17.3 %€
1,510
35.4 %€
3,081
1,130
3,575
The increase in selling expenses in 2013 was primarily related to increased headcount needed to support the growth of our business.
Furthermore, we experienced higher costs related to our sales agents and attended more global exhibitions, which increased travel expenses
significantly. As a result, our selling expenses increased at a faster rate than our revenues.
As our business grew in 2013, we continued to invest in research and development. Our research and development expenses amounted to
22.7% of our revenues in 2013, reflecting a 68.5% increase in our research and development expenses compared to 2012. Research and
development is a key element of our strategy to develop new material sets and enhancements to our 3D printers.
Our operating expenses are also affected by the LTCIP. These LTCIP-related expenses amounted to €0.9 million, which increased personnel
expenses included in selling expenses by €0.2 million, research and development expenses by €0.3 million, administrative expenses by
€0.1 million and cost of sales by €0.3 million. Our other operating expenses consist primarily of costs of €0.6 million related to our initial
public offering.
Operating Profit (Loss)
Operating profit (loss) and operating profit (loss) as a percentage of total revenues in 2013 and 2012 were as follows:
Year ended December 31,
2013
2012
(€ in
Percentage
(€ in
Percentage
thousands)
of revenues
thousands)
of revenues
Operating
profit (loss) €
(2,013 )
17.2 %€
673
Period-overperiod change
7.7 %€
(2,686 )
We had an operating loss of €2.0 million in 2013, a decrease of €2.7 million compared to an operating profit of €0.7 million in 2012. This
decrease resulted primarily from higher headcount related to the
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Table of Contents
pursuit of our growth strategy, the LTCIP, which had a negative impact of €0.9 million, and a €0.6 million increase in our operating expenses
as a result of costs incurred primarily for internal scoping and planning and external consulting services related to our initial public offering.
We expect our profitability to improve in the coming years as we continue to achieve economies of scale and can further leverage our fixed
expenses. The first step towards realizing this goal was achieved through the purchase of the land and buildings comprising our headquarters in
Germany at the end of 2013, which will reduce our rental expenses going forward. The positive effect on our operating profit resulting from the
decrease in rental expenses will be partially offset by the depreciation that will accumulate on the buildings.
Financial Result
Financial result was a €0.3 million expense in both 2013 and 2012.
Provision for Income Taxes
Income tax expense for 2013 was €0.4 million compared to €0.1 million in 2012. We do not recognize deferred tax assets for loss
carry-forwards as of December 31, 2013, which results in income tax expense on a loss before taxes.
Taxation of the Company in Germany
German stock corporations are subject to a Corporation Tax of 15%. A 5.5% solidarity surcharge is imposed on the Corporation Tax, resulting
in an overall tax rate of 15.825%. In addition, German stock corporations are by virtue of their legal form subject to a municipal profit-related
German Trade Tax. The Trade Tax is calculated on the basis of the taxable Corporation Tax income as shown in the annual statutory profit and
loss accounts of the stock corporation which, however, is subject to certain particular Trade Tax add-backs and deductions. The effective Trade
Tax rate applicable depends on the municipality in which the stock corporation maintains a permanent establishment and ranges between
approximately 7% and 17%. The Corporation Tax and Trade Tax combined will result in an overall tax burden for German stock corporations
of approximately 28% on average. The deduction for a taxable loss carry-forward for the fiscal year has a limit of €1 million; thereafter taxable
income can only be offset by up to 60%. The loss carry-forward is reduced by the amount used and has an unlimited life. However, there are
limitations on the use of loss carry-forwards upon a transfer of more than 25% of a stock corporation's shares or voting rights to a single
purchaser, a related party or a group of purchasers within a specified time period, and existing loss carry-forwards are completely lost in the
case of a transfer of more than 50% of a stock corporation's shares or voting rights to any of the aforementioned persons within a period of five
years. However, these limitations do not apply to the amount of tax loss carry-forwards which do not exceed the existing excess of fair value
over tax basis in the corporation at the time of transfer. Therefore, we do not anticipate that we will lose our carry-forwards as a result of the
initial public offering or this offering.
Profit (Loss)
In 2013 we had a loss of approximately €2.7 million compared to a profit of €0.2 million in 2012. The €2.9 million decrease in profit resulted
primarily from costs related to our initial public offering, increased research and development expenses, increased cost of sales resulting from
the LTCIP and higher personnel expenses resulting from additional personnel employed in pursuit of our growth strategy.
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Table of Contents
Year Ended December 31, 2012 compared to Year Ended December 31, 2011
The following table sets forth certain statements of comprehensive income (loss) data both on an actual basis and as a percentage of revenues
for the periods indicated:
Revenues
Cost of sales
Year Ended December 31,
2012
2011
Percentage
Percentage
Period-overAmount
of revenues
Amount
of revenues
period change
(€ in
(€ in
(€ in
thousands)
thousands)
thousands)
€
8,711
100.0 %€
7,257
100.0 %€
1,454
4,957
56.9
4,337
59.8
620
Gross profit
Selling expenses
Administrative
expenses
Research and
development
expenses
Other operating
expenses
Other operating
(income)
3,754
1,510
43.1
17.3
2,920
1,160
40.2
16.0
834
350
758
8.7
670
9.2
88
1,573
18.1
1,313
18.1
260
62
0.7
140
1.9
(78 )
(822 )
9.4
(831 )
11.5
9
Operating profit
Finance expense
Finance (income)
673
363
(18 )
7.7
4.2
0.2
468
389
(5 )
6.4
5.4
0.1
205
(26 )
(13 )
Financial result
345
4.0
384
5.3
(39 )
Profit before income
taxes
Income tax expenses
328
116
3.8
1.3
84
41
1.2
0.6
244
75
212
2.4 %€
43
0.6 %€
169
Profit
€
Summary
Our revenues increased by €1.5 million, or 20%, to €8.7 million in 2012 from €7.3 million in 2011. Revenues for 2012 increased primarily due
to an increase in the number of 3D printers sold. Revenues from the printing of on-demand parts for our customers increased slightly, limited
by capacity constraints in our service center.
At December 31, 2012, our backlog, which consists of 3D printers for which a customer has signed a purchase contract, but which we have not
shipped yet, was €3.7 million, compared to €1.7 million at December 31, 2011. As production and delivery of our printers is generally not
characterized by long lead times, backlog is more dependent on the timing of customers' requested deliveries.
Our gross profit for 2012 increased by €0.8 million, or 28.6%, to € 3.8 million from €2.9 million in 2011. Our higher gross profit for 2012
arose primarily from increased sales of our 3D printers in 2012 and the product mix in the Systems segment. Our gross profit margin increased
from 40.2% in 2011 to 43.1% in 2012.
Our operating profit grew to €0.7 million in 2012 from €0.5 million in 2011.
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Table of Contents
Revenues by Segment
The table below sets forth the change in revenues by segment from 2011 to 2012:
Year Ended December 31,
Period-overperiod change
2012
Systems
Services
Total Revenues
€
3,464
5,247
€
€
8,711
€
2011
(€ in thousands)
2,206
5,051
7,257
€
1,258
196
€
1,454
Revenues from the Systems segment for 2012 were €3.5 million, up 57% from 2011. We sold 10 units in 2012 compared to five units in 2011.
Overall, we sold more new 3D printers in 2012 than in 2011. The 3D printers sold in 2012 were on average larger systems ( i.e. , VX500 and
VX800) with improved performance and higher prices per unit than in the prior year, which contributed to higher revenue. However, in 2012
we also sold four test machines, which are smaller printers with limited functionality that are used to test materials, compared to two test
machines in 2011. Test machines tend to be sold at lower prices compared to our full function 3D printers.
Revenues from the Services segment for 2012 were €5.2 million, which represents an increase of €0.2 million from €5.0 million in 2011. Our
ability to grow Services revenue in 2012 was constrained by continued capacity limitations in our service center. To remain flexible and grow
revenues in the future, we are in the process of increasing production capacity both by expanding our current facility and planning the opening
of new facilities. Currently, our new fabrication building is being built at our premises in Germany.
Revenues by Geographic Region
The table below sets forth the change in revenues by geographic region from 2011 to 2012:
EMEA
Asia Pacific
Americas
Total
Year Ended
Year Ended
December 31, 2012
December 31, 2011
Revenues
Percentage
Revenues
Percentage
(€ in thousands)
(€ in thousands)
€
7,404
85.0 % €
7,112
98.0 %
958
11.0
73
1.1
349
4.0
72
0.9
€
8,711
100.0 % €
7,257
100.0 %
We generated most of our revenues in our Europe, Middle East and Africa, or EMEA, region in both 2012 and 2011. Overall, EMEA region
revenues were stable, due in part to capacity limitations in our European service center. Our strategy to expand our presence in North America
and Asia resulted in increased revenues outside of the EMEA region in 2012. Specifically, revenues in the Asia Pacific region increased due to
new Systems customers in South Korea, and revenues in the Americas region increased as a result of the sale of a system to a new customer.
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Table of Contents
Gross Profit and Gross Profit Margin
Total gross profit for 2012 increased by €0.8 million, or 28.6% reflecting higher sales in our Systems segment in 2012 compared to 2011. Our
gross profit margin increased by 2.9 percentage points from 2011 to 2012 as a result of increased revenues in our Systems segment providing
additional scale over our fixed cost base. The gross profit in the Systems segment increased mainly due to the above-mentioned sales of larger
printers, which typically generate a higher contribution to gross profit.
The table below sets forth gross profit and gross profit margin for our Systems and Services segments:
Systems
Services
Total
Year Ended December 31,
2012
2011
Gross
Gross
margin
margin
as
as
percentage
percentage
of relevant
of relevant
segment
segment
Period-overAmount
revenue
Amount
revenue
period change
(€ in
(€ in
(€ in
thousands)
thousands)
thousands)
€
1,399
40.4 %€
569
25.8 %€
830
2,355
44.9
2,351
46.5
4
€
3,754
43.1 %€
2,920
40.2 %€
834
Gross profit for our Systems segment increased to €1.4 million in 2012 from €0.6 million in 2011, while the gross profit margin of our Systems
segment increased 14.6 percentage points to 40.4% in 2012 from 25.8% in 2011. This increase in gross profit margin resulted primarily from
the higher number of higher-priced, higher-margin 3D printers sold in 2012.
Gross profit for our Services segment was essentially flat from 2011 to 2012, with the gross profit margin decreasing 1.6 percentage points
from 46.5% in 2011 to 44.9% in 2012. As our total revenue increased, the margin contribution by the Services segment decreased due to the
fact that more machines and more personnel were included in the Services segment to satisfy the increasing customer demand. As these
increased costs could not be absorbed by the revenue increase, gross margin declined slightly.
Operating Expenses
As shown in the table below, total operating expenses increased by €0.6 million to €3.1 million in 2012 from €2.5 million in 2011, and
increased to 35.4% of revenues compared to 33.6% in 2011.
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This increase was due primarily to a €0.3 million increase in research and development expenses and a €0.3 million increase in selling
expenses.
Year Ended December 31,
2012
2011
Percentage
Percentage
Amount
of revenues
Amount
of revenues
(€ in
(€ in
thousands)
thousands)
Operating expenses
Selling expenses
Administrative
expenses
Research and
development
expenses
Other operating
expenses
Other operating
(income)
€
€
Total
17.3 %€
1,510
Period-overperiod change
(€ in
thousands)
16.0 %€
1,160
350
758
8.7
670
9.2
88
1,573
18.1
1,313
18.1
260
62
0.7
140
1.9
(78 )
(822 )
9.4
(831 )
11.5
(9 )
35.4 %€
3,081
33.7 %€
2,452
629
Selling expenses increased by €0.3 million to €1.5 million in 2012 from €1.2 million in 2011, while administrative expenses increased by
€0.1 million to €0.8 million in 2012 from €0.7 million in 2011. As a percentage of revenues, selling expenses were 17.3% and 16.0% in 2012
and 2011, respectively, while administrative expenses were 8.7% and 9.2% in 2012 and 2011, respectively.
The increase in selling expenses in 2012 was primarily related to increased headcount needed to support the growth of our business.
Furthermore, we experienced higher costs related to our sales agents and attended more global exhibitions, which increased travel expenses
significantly. As a result, our selling expenses increased at a faster rate than our revenues.
As our business grew in 2012, we continued to invest in research and development. Our research and development expenses amounted to
18.1% of our revenues in 2012, reflecting a 19.8% increase in our research and development expenses compared to 2011. Research and
development, which includes the development of new material sets and enhancements to our 3D printers, is a key element of our growth
strategy.
Operating Profit
Operating profit and operating profit as a percentage of total revenues in 2012 and 2011 were as follows:
Year Ended December 31,
2012
2011
(€ in
Percentage
(€ in
Percentage
thousands)
of revenues
thousands)
of revenues
Operating
profit
€
673
7.7 %€
468
Period-overperiod change
6.4 %€
205
Operating profit increased by €0.2 million to €0.7 million in 2012 from €0.5 million in 2011. As a percentage of total revenues, operating profit
increased by 1.3 percentage points. We expect our profitability to improve as we continue to achieve economies of scale and can further
leverage our fixed expenses.
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Table of Contents
Financial Result
Financial result was a €0.3 million expense in 2012, a slight decrease from financial result of a €0.4 million expense in 2011. The decrease was
caused primarily by lower interest expenses.
Provision for Income Taxes
Income tax expense for 2012 was €0.1 million compared to €0.04 million in 2011, with the increase due to an increase in profit before income
taxes.
Profit
In 2012 and 2011, we had a profit of €0.2 million and €0.04 million, respectively.
Liquidity and Capital Resources
As of December 31, 2013, we had cash and cash equivalents of €33.5 million, largely as a result of our initial public offering. These cash
resources are sufficient to finance our near-term growth strategy, which includes the establishment of service centers in North America and
Asia.
In September 2009, we entered into a fixed rate loan agreement with LfA Foerderbank Bayern, which allowed us to invest up to €1.45 million
in the development of a new printing technique and the creation of the VX1000 prototype machine. At December 31, 2013 this loan had a
balance of €0.9 million.
To meet the demand for our Services business and to increase capacity, we installed in our service center a VX500 and a VX800 in 2010, as
well as two additional VX800s in 2011 and 2012, all of which were financed by sale and leaseback transactions. Four 3D printers were
installed in our service center in 2013; one VX1000, two VXC800s and one VX500, all of which were financed by sale and leaseback
transactions.
Because of our strong cash position, we believe that we have the capacity to execute our growth strategy. We have used our cash and capital
resources to expand our operations in Germany through the purchase in December 2013 of the land and buildings comprising our corporate
headquarters, including two new production halls, which will allow us to increase our service center capacity. In addition, we recently formed a
U.S. subsidiary, Voxeljet of America Inc., and leased a facility near Detroit, Michigan that will house our North American service center,
which we anticipate will be operational in the third quarter of 2014. We also intend to establish a new service center in Asia in 2015.
Cash Flow
Our primary sources of cash in 2013 were the proceeds of our initial public offering and revenues and financings by working capital lines and
finance leases. Our primary uses of cash have traditionally been to finance our assets and our working capital.
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The table below sets forth cash flows from operating, investing and financing activities for 2011, 2012 and 2013:
Year Ended
December 31,
2013
2012
2011
(€ in thousands)
(1,640 ) €
436 €
102
(11,449 )
(978 )
(310 )
46,247
345
52
€
Cash provided by (used in) operating activities
Cash used in investing activities
Cash provided by (used in) financing activities
€
Increase (decrease) in cash and cash equivalents
33,158
€
(197 ) €
(156 )
Our cash and cash equivalents increased from €0.3 million at December 31, 2012 to €33.5 million at December 31, 2013, an increase of
€33.2 million. This increase was mainly due to our receipt of the proceeds from our initial public offering, partly offset by increases in cash
used in investing activities and operating activities. We received net cash proceeds of €46.8 million in our initial public offering. In December
2013, we purchased land and buildings in Friedberg, Germany for approximately €10 million. Further cash outflows from operating activities
were related to higher research and development and marketing costs.
The decrease in cash and cash equivalents of €0.2 million, from €0.5 million at December 31, 2011 to €0.3 million at December 31, 2012,
reflects investments in property, plant and equipment, partially offset by cash provided by operating and financing activities. These investments
related to the relocation of our production site to the new premises in Friedberg, Germany and costs relating to the VX4000 we installed in our
service center.
Operating Activities
Below is a reconciliation of profit (loss) adjusted for non-cash items (including depreciation) and the effect of changes in assets and liabilities
to determine net cash used in and provided by operating activities for 2011, 2012 and 2013.
Year Ended
December 31,
2012
(€ in thousands)
2013
Profit (loss) for
the period
Depreciation
Non-cash sale to
customer in
exchange for
customer loans
Proceeds from
customer loans
Changes in
deferred income
taxes
Deferred income
Change in working
capital
Trade and other
receivables and
current assets
Inventories
Trade payables
Other liabilities
€
(2,714 ) €
1,493
212 €
1,343
2011
43
1,246
(250 )
—
92
39
7
358
(686 )
(45 )
(274 )
(33 )
(539 )
1,203
(589 )
(622 )
(1,304 )
(836 )
942
2,403
131
(851 )
42
128
(349 )
(864 )
230
365
(1,386 )
and provisions
Income tax
payable
Net cash (used in)
provided by
operating
activities
(2 )
€
(1,640 ) €
(39 )
436 €
66
(4 )
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Net cash used in operating activities was €1.6 million for the year ended December 31, 2013 compared to cash provided by operating activities
of €0.4 million for the year ended December 31, 2012, an increase in cash used of €2.1 million. This effect was primarily due to higher
operating costs, including costs to prepare for our initial public offering, partly offset by lower working capital.
Net cash provided by operating activities increased by €0.3 million to €0.4 million for the year ended December 31, 2012, compared to
€0.1 million for the year ended December 31, 2011. This improvement was primarily due to the smaller increase in working capital in 2012.
Investing Activities
Investing activities consist primarily of setting up infrastructure, including equipment we install and use in our service center. As mentioned
above, in 2013, we purchased land and buildings located in Friedberg, Germany for approximately €10 million.
In 2011, a minimal investment was made in property, plant and equipment during the normal course of business, as most needed investments
were made in 2010. In 2012, we invested primarily in the VX1000 prototype machine.
Financing Activities
Financing cash flows consist principally of the net proceeds we received in our initial public offering, which amounted to approximately
€46.8 million.
Net cash of €0.3 million was provided by financing activities in 2012 compared to €0.1 million in 2011. The increase reflects funds received
from sale and leaseback transactions.
Financing Agreements
As of December 31, 2013 we had several lines of credit with four German banks in a total amount of up to €2.7 million. Interest rates across the
credit lines varied from 3.15% to 6.75% as of December 31, 2013. There are commitment fees of 0.25% and 0.30% associated with the unused
portion of two of our lines of credit.
Contractual Commitments
Future contractual payments as of December 31, 2013 consist of long-term debt, operating leases and finance leases, which are discussed in
greater detail below.
Less than
a year
Total
Bank overdrafts,
lines of credit
and long-term
debt
Leases:
Operating
Finance
Other financial
commitment
€
€
2,265
€
December 31, 2013
(€ in thousands)
1-3
years
957
€
807
€
3-5
years
More than
5 years
410
€
91
221
3,520
137
965
78
1,700
6
791
0
63
618
618
0
0
0
6,624
€
2,678
67
€
2,585
€
1,207
€
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Leases
Operating
We have historically leased various manufacturing facilities, office and warehouse spaces, equipment and vehicles under operating leases. We
expect leases that expire to be renewed or replaced by leases on other properties. Rental expense amounted to €0.4 million, €0.4 million and
€0.4 million in 2013, 2012 and 2011, respectively.
Finance
Our finance leases relate primarily to production machinery. In total, we have entered into sale and leaseback transactions for 17 self-produced
3D printers, which were sold to banks and leased back to be used in our Services segment.
Off Balance Sheet Arrangements
We are not a party to any off balance sheet arrangements.
Impact of Inflation
Our statement of comprehensive income (loss) and statement of financial position are presented based on historical cost. While it is difficult to
accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on
our statement of comprehensive income (loss) and statement of financial position have been immaterial.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk from fluctuations in interest rates and foreign currency exchange rates which may adversely affect our results of
operations and financial condition. We seek to minimize these risks through regular operating and financing activities and, when we consider it
to be appropriate, through the use of derivative financial instruments. We do not purchase, hold or sell derivative financial instruments for
trading or speculative purposes.
Interest rates
Our exposure to market risk for changes in interest rates relates primarily to loans that have variable interest rates. A hypothetical interest rate
change of 1.0%, or 100 basis points, on these loans would result in an increase in our annual finance expense of approximately €16,000.
Foreign exchange rates
We transact business globally and are subject to risks associated with fluctuating foreign exchange rates. The geographic areas outside of the
eurozone to which we sell are generally not considered to be highly inflationary. Approximately 43.6% and 25.0% of our revenues were
derived from sales outside of the eurozone region in 2013 and 2012, respectively. Receivables denominated in a foreign currency are initially
recorded at the exchange rate at the transaction date and subsequently remeasured in euro based on period-end exchange rates. Transaction
gains and losses that arise from exchange rate fluctuations are charged to income.
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BUSINESS
Our Company
We are a leading provider of high-speed, large-format 3D printers and on-demand parts services to industrial and commercial customers. Our
3D printers employ a powder binding, additive manufacturing technology to produce parts using various material sets, which consist of
particulate materials and proprietary chemical binding agents. We offer our customers the highest volumetric output rate in the industry due to
the combination of our large build boxes and print speeds. We provide our 3D printers and on-demand parts services to industrial and
commercial customers serving the automotive, aerospace, film and entertainment, art and architecture, engineering and consumer product end
markets.
We currently offer six different 3D printer platforms, with build boxes that range from 300 × 200 × 150 millimeters to 4,000 × 2,000 × 1,000
millimeters and various print speeds, which produce volumetric output rates ranging from 0.7 liters per hour to 123.0 liters per hour. All of our
platforms support our commercialized material sets, sand and plastics, along with their respective proprietary chemical binding agents. We
develop our material sets according to the needs of our industrial and commercial customers, and we are currently in varying stages of
developing new material sets, including shell molding and chromite sands, PMMA-based plastics, ceramics, silicon carbide, tungsten carbide,
wood powder and cement.
We believe that our recent innovations in 3D printers will continue to increase customer adoption of our additive manufacturing technology in
industrial and commercial applications. Recent key innovations include:
•
The VX4000 system, which offers a build box of 4,000 × 2,000 × 1,000 millimeters, representing a volume that is more than
six times the volume of the next largest commercially available 3D printer. The VX4000 prints at a speed of 75 seconds per
layer, yielding a volumetric output rate of 123.0 liters per hour, the highest in the industry. This printer enables the user to
print cost-effectively either a single, large-scale part or large quantities of customized smaller parts in a single batch.
•
The VXC800, which we believe is the only continuous build 3D printer currently on the market, has a build envelope of 850
× 500 millimeters, with the third dimension being theoretically unlimited. Unlike other additive manufacturing systems, the
VXC800 utilizes a conveyer platform which permits the manufacturing of products that are not constrained by the length of a
build box. We believe this process, enabled by our proprietary design, creates new opportunities in the direct digital
manufacturing of parts, as this 3D printer can be integrated into our customers' workflows in a manner that allows for
uninterrupted production.
Our business is divided into two principal segments: Systems and Services.
In our Systems segment, we focus on the sale, production and development of 3D printers. In addition, we sell refurbished 3D printers which
were produced for and used in our Services segment. We also provide consumables, including particulate materials and proprietary chemical
binding agents, maintenance contracts and spare parts to our customers.
In our Services segment, we print on-demand parts for our customers. At our service center, which we believe is one of the largest additive
manufacturing service centers in Europe, we create parts, molds, cores and models based on designs produced using 3D computer-aided design,
or CAD, software.
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Our legal predecessor was founded in 1999 as Generis GmbH. We sold our first 3D printer in 2002 and commenced our on-demand parts
services business in 2003. As of December 31, 2013, we had an installed base of 58 printers worldwide, and we operated one service center
with approximately 16,000 square feet of production space.
Our revenues grew to €11.7 million in 2013 from €8.7 million in 2012, an increase of 34.2%.
Our total backlog of 3D printer orders at March 15, 2014 and December 31, 2013 was €4.1 million and €2.3 million, respectively. For the years
ended December 31, 2012 and 2011, our backlog was €3.7 million and €1.7 million, respectively. Our backlog, which consisted of seven 3D
printers as of March 15, 2014, represents 3D printers for which a customer has signed a purchase order, but which we have not shipped yet. We
estimate that all of the systems in our backlog will ship prior to December 31, 2014.
Our Industry
Additive manufacturing, which is often referred to as 3D printing, is a process in which 3D printers produce parts designed with CAD software
through the successive addition of thin layers of material until a three-dimensional shape is created. Additive manufacturing has traditionally
been used for prototyping and concept modeling, but is now also increasingly being used in tooling, casting and direct part production. Many
industrial and commercial customers have realized cost and time savings through the incorporation of additive manufacturing into their existing
workflows, either complementing or replacing traditional manufacturing methods. Additive manufacturing processes do not require tooling, an
integral part of traditional manufacturing, which allows for quicker turnaround times and minimal setup costs relative to traditional
manufacturing. As additive manufacturing technologies continue to improve, particularly with respect to print speed and materials, we believe
the addressable market for 3D printing solutions will continue to expand.
We believe that additive manufacturing provides several advantages over traditional design and manufacturing processes, including:
•
Elimination of Design Constraints. 3D printers provide users with the flexibility to manufacture parts that would not be
possible or economically feasible to produce using traditional manufacturing. Traditional manufacturing processes often limit
product designs as a result of how parts are created through subtractive manufacturing, which requires the removal of material
from a solid object. Additive manufacturing allows for the design of parts without these design-to-manufacture constraints.
•
Reduced Cost of Complexity. Additive manufacturing technology enables users to produce complex parts at little or no
incremental cost versus simple parts because 3D printers build three-dimensional shapes via the successive addition of thin
layers of material, as opposed to the removal of material by drilling, milling or grinding.
•
Mass Customization. Because 3D printers do not require tooling or significant setup costs, users are able to produce
customized parts in a cost-effective manner. Large-format, industrial additive manufacturing technology expands the
opportunity for higher volume, customized part production.
•
Reduced Time to Market. 3D printers reduce the time between part design, development, testing and final part production.
Additive manufacturing enables digital designs to be
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printed, tested and evaluated, and then modified quickly. Once the design is finalized, parts can immediately be produced
without additional setup or tooling costs.
•
Cost Effective Short Run Production. The upfront setup costs required in traditional manufacturing are not required when
using additive manufacturing technologies. Therefore, additive manufacturing represents an attractive alternative to traditional
manufacturing when the production of a limited quantity of parts is needed.
There are a number of available additive manufacturing technologies, including powder binding, inkjet, fused deposition modeling,
stereolithography and selective laser sintering. The technologies differ on the basis of accuracy, surface quality, variety and properties of
consumables, capacity, speed, color variety, transparency and the ability to print multiple materials, among other factors. Our 3D printers
employ a powder binding technology to produce parts using various material sets. Powder binding is a process in which layers of powder are
bonded by a liquid agent that is deposited through a printhead. We believe this process has the fastest build speeds and the lowest materials cost
relative to other additive manufacturing technologies.
The worldwide market for additive manufacturing products and services has grown from $1.3 billion in 2010 to $2.2 billion in 2012,
representing a 29% compound annual growth rate, according to the Wohlers Report 2013. The Wohlers Report 2013 projects the worldwide
additive manufacturing products and services market to reach approximately $6.0 billion by 2017 and $10.8 billion by 2021, representing
2012-2017 and 2012-2021 compound annual growth rates of 22% and 19%, respectively. Much of the recent growth has been driven by the
demand for production parts.
We believe that our addressable market is larger than the worldwide market for additive manufacturing products detailed in the Wohlers Report
2013. For example, the global market for machine tools totaled $93.2 billion in 2012, according to the 2013 World Machine Tool Output &
Consumption Survey. In addition, according to the American Foundry Society, 90% of all manufactured goods contain some metal castings,
with the global metal casting industry producing 98.6 million metric tons of metal castings in 2011 and the United States shipping $32.4 billion
in metal castings in 2012. We believe these markets represent significant short and long-term revenue opportunities due to the advantages
offered by our technology and the early adoption of additive manufacturing technologies in these markets.
Our Competitive Strengths
We believe that our competitive strengths include:
Build box size. The size of the build box is important to many industrial and commercial customers, who may want to produce either
large-scale industrial parts or large quantities of discrete parts in one batch. We currently offer six 3D printer platforms with varying build box
sizes, ranging from 300 × 200 × 150 millimeters to 4,000 × 2,000 × 1,000 millimeters. Among our systems, the VX4000 system offers a build
box of 4,000 × 2,000 × 1,000 millimeters, representing a volume that is more than six times the volume of the next largest commercially
available 3D printer.
Volumetric output rate. Due to our build box sizes and print speeds, we believe that our 3D printers provide among the highest output
efficiency, as measured by the rate of volume ouput per hour, relative to competing additive manufacturing technologies. For example, our
VX4000 machine features a volumetric output rate of 123.0 liters per hour, which we believe is the highest in the industry. Our industry leading
volumetric output rates enable us to produce parts meeting the specifications of our
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customers at a cost and speed that is attractive relative to traditional manufacturing alternatives, which effectively expands our addressable
market.
Material sets. Our 3D printers can utilize various material sets, which include the combination of a particulate material, including sand or
plastic, and our proprietary chemical binding agents. We believe that our currently commercialized material sets and technology can more
readily address industrial and commercial applications than other additive manufacturing technologies because our materials meet or exceed
the desired performance characteristics for a wide range of industrial and commercial applications or are already commonly used in traditional
manufacturing processes. To meet our customer requirements, we are in varying stages of development of new material sets which include:
•
shell molding and chromite sands;
•
additional PMMA-based plastics;
•
ceramics;
•
silicon carbide;
•
tungsten carbide;
•
wood powder; and
•
cement.
Track record of innovation. Our technology portfolio reflects our continued investments in a range of disciplines, including physics,
chemistry, mechanical and electrical engineering and software development. We believe that we have a strong base of technology know-how,
backed by our portfolio of intellectual property featuring patents and trade secrets covering processes, materials and equipment. As of
February 28, 2014, we owned or co-owned 21 issued U.S. patents and 20 pending U.S. patent applications. In addition, we own or co-own
patent rights in Europe, Asia and Canada. In total, as of February 28, 2014 our patent portfolio consisted of over 180 U.S. and international
patents and patent applications. We also exchange information between our Services and our Systems segments to ensure that our development
efforts are aligned with our customers' needs. We believe that we have a culture of innovation, and we expect to continue to enhance our
solutions both to drive further market adoption of 3D printing and to broaden our market reach.
Strong customer relationships. We are an early entrant in the market for additive manufacturing industrial part production, and we are one
of the few providers of additive manufacturing solutions to commercial and industrial customers within the foundry, automotive, heavy
equipment, power fluid handling and aerospace industries. We believe we have a reputation for providing high-quality systems and services in
the marketplace and have relationships with a number of leading multinational customers, including Daimler AG, BMW AG, Ford Motor
Company, Liebherr Group, Alphaform AG, 3D Systems Corporation, Volkswagen AG and Porsche SE, as well as with other key users of
additive manufacturing in the film and entertainment industry, such as Propshop, and technical universities, such as the University of Rostock
and the Vaal University of Technology. Many of our customers, including Daimler AG, BMW AG, Ford Motor Company and Propshop, are
customers of both our Systems and Services segments. We pride ourselves on our ability to retain customers over time, as Daimler AG, BMW
AG, Ford Motor Company, Volkswagen and Porsche SE and have all been customers for over a decade. We also collaborate on research and
development projects with a number of our automotive and technical university customers, including Daimler AG, BMW AG, Ford Motor
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Company, Volkswagen AG and the Technical University of Munich. Together, these relationships provide us with significant insights into our
customers' needs and help us to direct our research and development efforts.
Extensive global sales agent network. In addition to our direct sales force, we have built an extensive global network of over 30 sales agents
in Europe, the Americas, the Middle East, Africa, Asia and Australia. We will continue to invest in expanding our distribution footprint to
further penetrate our existing markets and to reach attractive new geographies. We currently print parts on demand for our customers from our
service center in Europe, and, in March 2014, we leased a facility near Detroit, Michigan that will house our North American service center,
which we anticipate will be operational in the third quarter of 2014. In addition, we plan to expand our services footprint to include a service
center in Asia.
Our Business Strategies
The principal elements of our growth strategy include:
Enable adoption of our additive manufacturing technology. Our business model facilitates the adoption of our additive manufacturing
technology by providing customers the ability to utilize our technology, either through our on-demand parts services or through the purchase of
our 3D printers. Our customer relationships typically begin with the customer's purchase of parts, which we print in our on-demand parts
service center. As our parts customers embrace additive manufacturing and our technology, they typically either increase the volume of their
on-demand parts orders or purchase one of our 3D printers, or both depending on their needs.
Expand capacity via the development of high-volume service centers in key geographic locations. Our on-demand parts business plays an
integral role in the sale of our 3D printers, as a majority of our 3D printer sales have been generated from customers of our on-demand parts
business. We believe that the establishment of large-scale service centers will allow us to take advantage of significant economies of scale and
will maximize our return on investment in our on-demand parts business. We recently expanded our existing European service center from
approximately 16,000 square feet to over 40,000 square feet of production space, and, in March 2014, we leased an approximately 50,000
square foot facility near Detroit, Michigan that will house our North American service center, which we anticipate will be operational in the
third quarter of 2014. We also intend to establish a new service center in Asia in 2015.
Invest in research and development. We seek to identify ways we can apply our technology and expertise to meet a wider range of
customer needs for both 3D printers and services. We have successfully introduced six printer platforms since 2007, including the VXC800 in
2012, which we believe is the only continuous build 3D printer currently on the market, and the VX4000 in 2011, which offers the largest
commercially available 3D printer build box. In 2013, we introduced our latest platform, the VX2000. We continuously work with our
customers to develop new material sets that will facilitate the adoption of our technology. In 2013, 2012 and 2011, we spent 23%, 18% and
18% of our revenues, respectively, on research and development investment.
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Expand our sales and marketing presence. We plan to increase our market awareness by adding sales agents and increasing marketing
efforts in order to increase sales of 3D printers and on-demand parts. We plan to expand our direct sales force and our network of over 30 sales
agents throughout Europe, the Americas, the Middle East, Africa, Asia and Australia. We currently market our brand and our services at
industry conferences, trade shows, and across various forms of digital and traditional media, and we will increasingly expand our marketing
efforts in North America and Asia in conjunction with our geographic expansion to those regions.
Further penetrate our targeted industry verticals. We continue to actively pursue opportunities in our targeted verticals, which utilize larger
scale parts that require customization, complexity and short lead times. We believe our planned service center expansions, our continued
investment in research and development and expanded sales and marketing capabilities will help us further penetrate these verticals. We serve
our targeted industry verticals both directly and indirectly through foundries and service bureaus. Our targeted industry verticals include:
•
automotive;
•
aerospace;
•
film and entertainment;
•
art;
•
architecture;
•
engineering;
•
packaging;
•
education;
•
medical; and
•
consumer products.
Our Additive Manufacturing Technology
Our printers build or print parts from digital designs produced using 3D CAD software by successively depositing thin layers of particulate
materials. A printhead passes over each layer and deposits our proprietary chemical binding agent in the selected areas where the finished
product will be created.
The following is a graphical depiction illustrating our manufacturing process:
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Our 3D Printers
We currently produce six 3D printer platforms. Our 3D printers consist of a build box that includes a machine platform and a controller. Our
3D printers differ based on build box size and print speeds, but all utilize our technology and can support each of our existing material sets and
each of our material sets that are currently in development. As of December 31, 2013, we had an installed base of 58 printers worldwide, which
includes (i) printers in our service center in Europe and (ii) printers which are no longer commercially available, but which we believe our
customers continue to use.
The following table is a comparison of our 3D printer platforms:
Platform
Build Box
(millimeters)
External
Dimensions
(millimeters)
Print Resolution
(dots per inch)
Layer Thickness
(micrometers)
Volumetric Output
Rate (liters per
hour)
List Price*
Date of Introduction
Platform
Build
Box/Envelope**
(millimeters)
External Dimensions
(millimeters)
Print Resolution (dots
per inch)
Layer Thickness
(micrometers)
Volumetric Output
Rate (liters per
hour)
List Price*
Date of Introduction
VX4000
VX2000
4,000 × 2,000 2,000 × 1,000 × 1,000
× 1,000
19,500 ×
4,900 × 2,600 × 2,300
3,800 × 7,000
VX1000
1,060 × 600 × 500
600
600
600
120 – 300
100 – 400
100 – 300
123
45
23
€1,600,000
2011
€995,000 – €1,100,000
2013
€740,000 – €785,000
2011
2,400 × 2,800 × 2,000
VXC800
850 × 500
×
VX500
500 × 400 × 300
VX200
300 × 200 ×
150
4,000 ×
2,800 ×
2,200
600
1,800 × 1,800 × 1,700
1,700 × 900
× 1,500
600
300
300
80 – 150
150
18
3
0.7
€600,000
2012
€350,000 – €370,000
2007
€125,000
2012
*
Prices depend on system configuration and materials and are subject to change. The list prices for our 3D printers are subject to certain discounts. Depending on
negotiations with our customers, we may provide these discounts in the form of materials at amounts lower than their cost.
**
Build envelope relates to VXC800 only. The third dimension of the VXC800 is theoretically unlimited.
Materials
Our commercialized material sets are comprised of sand and plastic particulate materials and their respective proprietary chemical binding
agents. We believe these material sets are well suited for our commercial and industrial customers because these materials either (i) are
commonly used in their existing manufacturing processes or (ii) match or exceed desired performance characteristics of existing materials
being utilized in their manufacturing processes. Our sand material set offerings include four types of sands: (i) silica, (ii) kerphalite,
(iii) zirconium oxide and (iv) chromite, with furane (used in our Services segment only), inorganic, shell molding and phenol resins as
proprietary chemical binding agents. Our plastics material set offering is based on Poly(methyl methacrylate), or PMMA, and Polypor B and C
as the proprietary chemical binding agents.
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We are currently in varying stages of development of new material sets which include the following particulate materials:
•
shell molding and chromite sands;
•
additional PMMA-based plastics;
•
ceramics;
•
silicon carbide;
•
tungsten carbide;
•
wood powder; and
•
cement.
On-demand Parts Services
At our service center in Germany, we create parts, molds, cores and models for a variety of industrial and commercial customers based on
designs produced using 3D CAD software. We receive orders directly from customers and indirectly through our sales agents.
We recently expanded our service center in Germany, which now contains over 40,000 square feet of production space. We believe this service
center is one of the largest additive manufacturing service centers in Europe.
We help our customers move from the design stage to the production stage by assisting them in evaluating the optimal design and material sets
for their production needs. After printing parts, we employ a thorough cleaning, finishing, quality control review and packaging and shipping
process to ensure the customer receives high-quality and immediately-usable parts. Based on our capacity utilization, the lead time required for
us to print a part for a customer ranges from three to 21 days and is typically five business days. Due to the size of the printers' build boxes
utilized in our service center, specifically the VX4000 printer, we are able to print more parts simultaneously on one printer than anyone else in
the industry, resulting in cost-effective and quick turnaround times for our customers' print jobs and increased revenue and profitability for us.
Our technicians also train customers on operating, maintaining and troubleshooting our 3D printers through hands-on experience at our service
center. Additionally, our technicians provide field support to our customers as needed.
In March 2014, we leased an 50,000 square foot facility near Detroit, Michigan that will house our North American service center, which we
anticipate will be operational in the third quarter of 2014. We also intend to establish a new service center in Asia in 2015.
Our Customers
We are an early entrant in the market for industrial part production utilizing additive manufacturing and are one of the few providers of additive
manufacturing solutions to industrial customers, including the foundry, automotive, heavy equipment, power fluid handling and aerospace
industries. We believe we have a reputation for providing high-quality systems and services in the marketplace with strong relationships with a
number of leading multinational customers, including Daimler AG, BMW AG,
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Ford Motor Company, Liebherr Group, Alphaform AG, 3D Systems Corporation, Volkswagen AG and Porsche SE, as well as with other key
users of additive manufacturing in the film and entertainment industry, such as Propshop, and technical universities such as the University of
Rostock and the Vaal University of Technology. Purchasers of our printers also include original equipment manufacturers, government
agencies and independent service bureaus that provide rapid prototyping and manufacturing services to their customers. Many of our
customers, including Daimler AG, BMW AG, Ford Motor Company and Propshop, are customers of both our Systems and Services segments.
We pride ourselves on our ability to retain customers over time, as Daimler AG, BMW AG, Ford Motor Company, Volkswagen AG and
Porsche SE and have all been customers for over a decade. We also collaborate on research and development projects with a number of our
automotive and technical university customers, including Daimler AG, BMW AG, Ford Motor Company, Volkswagen AG and the Technical
University of Munich. As our customers integrate additive manufacturing into their production processes, they typically continue to utilize our
on-demand parts service center for a variety of reasons, including for incremental capacity and for parts printed from different material sets.
We conduct a significant portion of our business with a limited number of customers. Our top five customers represented 41%, 29% and 35%
of total revenues for the years ended December 31, 2013, 2012 and 2011, respectively. In the year ended December 31, 2013, Propshop
accounted for 13% of our revenues and was the only one of our customers who accounted for more than 10% of our revenues in this period.
These customers primarily purchased 3D printers. Sales of on-demand parts and consumables tend to be from repeat customers that may utilize
the capability of our on-demand parts service center for one month or longer. Sales of 3D printers are low volume and generate significant
revenues, but the same customers do not necessarily buy printers in each period. Timing of customer purchases is dependent on the customer's
capital budgeting cycle, which may vary from period to period. The nature of the revenues from 3D printers does not leave us dependent upon a
single or a limited number of customers. Rather, the timing of the sales can have a material effect on our period to period financial results.
Selected Applications of Our Technology
The following examples depict objects that have been created using our 3D printers:
Sand Parts:
Designer chair
Art
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Sand mold for production of gear
unit in Imperia GP Roadster car
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Racing intake manifold
Pump housing
Francis impeller
Aston Martin DB5 car model for
the James Bond film "Skyfall"
Designer lamp
Architectural model
Automotive 2-stroke-engine
Art with complex geometry
Formula 1 racing gearbox
Plastic Parts:
Sales and Marketing
We sell our 3D printers and related consumables both through our direct sales force and with the assistance of our network of more than 30
sales agents globally. Our sales organization, including our dedicated sales, service and application engineers, is responsible for worldwide
sales of our 3D printers and on-demand parts services, as well as for the management and coordination of our growing sales agent network. Our
direct sales force focuses primarily on customers in Europe, while our sales agents are responsible for facilitating sales in other areas of the
world where we do not operate directly. We have entered into partnership agreements with each of our sales agents, which grant the sales agent
the right to market our products in a specified territory on either an exclusive or non-exclusive basis, depending on the sales agent; however, all
sales contracts for our products are entered into between us and our customers. Certain of these sales agents also provide maintenance services
to customers in their specified territories. Our application engineers provide professional services through pre-sales support and assist existing
customers so that they can take advantage of our latest consumables and
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techniques to improve part quality and machine productivity. This group also leverages our customer contacts to help identify new application
opportunities that utilize our proprietary processes. As of December 31, 2013, our worldwide sales staff for systems and parts consisted of 20
employees.
Educating our customers and raising awareness in our target markets about the many uses and benefits of our 3D printing technology is an
important part of our sales process. We believe that customers who experience the efficiency gains, decreased lead times, increased design
flexibility and reduced costs of 3D printing as compared to subtractive manufacturing are more likely to purchase our 3D printers and utilize
our on-demand parts services. We encourage potential purchasers of our 3D printers to first utilize our on-demand parts services so that they
can experience firsthand the benefits of our 3D printing technology. We currently market our brand and our services at industry conferences,
trade shows, and across various forms of digital and traditional media and plan to increasingly expand our marketing efforts in North America
and Asia in conjunction with our geographic expansion to those regions.
Services and Warranty
Our fully-trained service technicians perform installations of our 3D printers. For the first year following the purchase of one of our 3D
printers, we provide complimentary service and support under a warranty. We also offer service contracts under which our customers can
purchase maintenance and services beyond the one-year term of the warranty. These service contracts contain varying degrees of support
services and are priced accordingly. Finally, we sell spare parts which we maintain in stock to assist in providing service expeditiously to our
customers. Historically, we have not experienced a high level of warranty claims.
Manufacturing and Suppliers
Manufacturing
We assemble our 3D printers at our facility in Friedberg, Germany using components sourced from distributors of standard electrical or
mechanical parts, as well as from manufacturers which design custom parts tailored to the proprietary designs of our machines. We periodically
review the quality and performance of our distributors and manufacturers. Upon completion of the assembly of our 3D printers, we perform
tests to ensure that the printer is functioning properly before the system is shipped and again after the system is installed at the customer's site.
To provide customers with assurance regarding the quality and consistency of our systems, we obtained ISO 9001:2008 certification for our
facilities in 2010. ISO 9001:2008 provides a structure for a quality management system that strives for customer satisfaction, consistent quality
and efficiency. In addition, there are internal benefits such as improved customer satisfaction, interdepartmental communications, work
processes and customer-and-supplier partnerships. The ISO 9000 family of standards relates to quality management systems and is designed to
help organizations ensure that they meet the needs of customers and other stakeholders.
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Inventory and Suppliers
We maintain an inventory of certain parts to facilitate the timely assembly of products required by our production plan. While most
components used in our 3D printers are available from multiple suppliers, certain of these components are only available from limited sources.
We consider our limited-source suppliers, including the suppliers of our printheads, to be reliable; however, the loss of one of these suppliers
could result in a delay in our operations. This type of delay could require us to find and re-qualify components supplied by one or more new
vendors. Although we consider our relationships with our suppliers to be good, we continue to develop risk management plans for these critical
suppliers.
Research and Development
We have an ongoing research and development program to develop new 3D printers and material sets and to improve and expand the
capabilities of our existing 3D printers and related material sets. As of December 31, 2013, we had approximately 50 active research and
development projects in various stages of completion. Our development efforts are augmented by development arrangements with research
institutions, customers and suppliers of material and hardware, among others. In certain instances, such development arrangements involve
commitments from us for prospective research and development expenditures. As of December 31, 2013, we had 31 employees working in our
research and development department.
In addition to our internally-developed technology platforms, we have licensed the rights to intellectual property developed by third parties
through licensing agreements that may obligate us to pay a license fee or royalty, typically based upon a dollar amount per unit or a percentage
of the revenues generated by such products. The amount of such royalties was not material to our results of operations or financial position for
the year ended December 31, 2013.
Our research and development expenses were €2.7 million, €1.6 million and €1.3 million for the years ended December 31, 2013, 2012 and
2011, respectively.
A significant portion of our research and development expenditures have been focused upon developing proprietary systems, processes and
materials, including:
•
the qualification of new print materials, including shell molding and chromite sands, PMMA-based plastics, ceramics, silicon
carbide, tungsten carbide, wood powder and cement;
•
the development of new or enhanced proprietary chemical binding agents;
•
the development of new or enhanced binding mechanisms;
•
the mechanics of spreading powders in a build box;
•
the transfer of digital data through a series of software links to drive a printhead; and
•
synchronizing all of the above to print ever-increasing volumes of material per unit time.
We also regularly apply for research and development grants and subsidies under European and German grant rules for small and medium
enterprises. The majority of these grants and subsidies are non-refundable. We have received grants and subsidies from different authorities,
including the German Federal Ministry of Economics and Technology ( Bundesministerium für Wirtschaft und Technologie ),
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the Bavarian Research Foundation ( Bayerische Forschungsstiftung ) and the German Federal Foundation Environment ( Deutsche
Bundesstiftung Umwelt ).
We expect to continue to invest significantly in research and development in the future.
Intellectual Property
We consider our proprietary technology to be important to the development, manufacture, and sale of our products and seek to protect such
technology through a combination of patents, trademarks, and trade secrets. We also have in place confidentiality agreements and other
contractual arrangements with our employees, consultants, customers and others.
Patents. As of February 28, 2014, we owned or co-owned 21 issued U.S. patents and 20 pending U.S. patent applications. In addition, we
own or co-own patent rights in Europe, Asia and Canada. In total, as of February 28, 2014 our patent portfolio consisted of over 180 U.S. and
international patents and patent applications. Our currently issued patents will expire at different times in the future, with the earliest expiring
in 2017 and the latest expiring in 2031. Our currently pending applications will generally remain in effect for 20 years from the date of the
initial applications.
These patent assets are complemented by our marketing, business development and applications know-how and our ongoing research and
development efforts. Nevertheless, there can be no assurance that our patents, licenses or other intellectual property rights will afford us a
meaningful competitive advantage in the fast-paced and innovative field in which we operate.
Trade Secrets. As is true in our industry generally, the development of our products, processes and materials has involved a considerable
amount of experience, manufacturing and processing know-how and research and development techniques. We protect our proprietary
processes and technologies with a blend of patent protection and trade secret protection. As part of our overall intellectual property strategy, we
protect our non-patented proprietary knowledge as trade secrets through confidentiality controls and through the use of nondisclosure and
confidentiality agreements.
Licenses. We are a party to various licenses and other arrangements that allow us to practice and improve our technology under a range of
patents, patent applications and other intellectual property, including license agreements with ExOne, Z Corp, and Bego Medical GmbH, or
Bego, each described in more detail below.
In 2003, we entered into an agreement with Extrude Hone GmbH (now doing business as ExOne and parent company to Prometal RCT GmbH,
the entity currently holding the transferred rights) related to patents and technologies using certain binders and sand-based casting methods.
Under the terms of this agreement, we granted to ExOne exclusive rights to make and sell machines exploiting these technologies in return for
a purchase by ExOne of a 40% ownership share in the relevant patents and related technologies and an ongoing obligation to pay royalties to
us. We also agreed to a corresponding 60%/40% split in revenues generated from any licenses granted by ExOne. Under this agreement, we are
permitted to use machines and provide services relating to these technologies, but not to make or sell machines utilizing these technologies
without ExOne's consent, although ExOne has an obligation to consent if the machines do not compete with products engineered, manufactured
or sold by ExOne or its affiliates. If we intend to sell any of the intellectual property that is the subject of this agreement, we are required to
notify ExOne thereof and ExOne would then have the option to acquire our ownership share of such intellectual property at fair market value
within one month of such notice. Similarly, ExOne has a right of first refusal regarding the purchase of any developments and improvements
we make to such intellectual property and a set of six patents (including one U.S.
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patent) related to wax technologies, as well as the right to negotiate to receive a license to such developments and improvements. We later
signed an amendment with ExOne specifically allowing us to use the subject patents for our own 3D printers working with plastics. As a part of
this agreement, we also agreed to pay a license fee in the low single digits that is based on the net sales price of covered plastic printing
machines. The obligation of both parties to pay royalties under this agreement extends until the expiration of the last issued patent included in
the list of transferred patent assets.
While our rights are restricted regarding use of certain binders and sand-based casting methods in 3D printers under our agreements with
ExOne, we believe these restrictions will not materially impact the growth of our business, as we have developed processes which do not rely
upon the subject patent portfolio, associated agreements and related technologies.
In 2004, we entered into a non-exclusive license and sublicense agreement with Z Corp, which allows us to make, use and sell 3D printing
equipment for the fabrication of plastic parts utilizing organic powder binders under certain Z Corp and MIT patents. In return for these rights,
we agreed to pay an initial license fee and ongoing tiered royalties at a royalty rate in the mid-single digits. We later amended this agreement,
expanding our permitted use of the licensed powder-binder technology to include inorganic powder, ceramics, and concrete printing in a
process that does not require post-processing other than oven baking parts or liquid infiltration, but restricting us to monochromatic color
configurations. The agreement extends until the expiration of the licensed patents; we can terminate the agreement with six months prior
written notice, and Z Corp can terminate the agreement if we fail to make payments or otherwise commit a material breach that we fail to cure.
In the event of a change in our control, which includes any transaction that involves the transfer of more than 50% of the voting power of our
securities to a person or persons different from the persons who held those securities immediately prior to such transaction, Z Corp has the right
to terminate the agreement by written notice to us, but has agreed to consider our interests as well as its own before terminating the agreement.
In 2012, we entered into a cross-licensing agreement with Bego pursuant to which each party granted to the other certain exclusive rights
regarding each parties' patents and applications directed to continuous additive manufacturing. We granted to Bego an exclusive license to
market patent-covered products in the field of laser-sintering and other related technologies, while Bego granted to us an exclusive license to
market patent-covered products in the field of powder-binder technology (other than for dental applications). We also agreed to pay to Bego a
royalty in the low single digits and to pay a participation fee to Bego in the event that we grant any sublicenses to the technology (which, to
date, we have not done). This agreement automatically terminates upon the expiration of the last patent subject to the agreement.
In addition to the foregoing licenses, we have also licensed additional patents that we believe can be used to expand our material set offerings.
Trademarks. We have secured word and figurative trademarks for Voxeljet in Europe and have international (IR) applications covering the
United States, Russia, Mexico and a number of countries in Asia.
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Competition
Our principal competitors consist of other developers of 3D printing systems and providers of 3D printing services. These companies use a
variety of additive manufacturing technologies, including:
•
fused deposition modeling;
•
powder binding;
•
inkjet;
•
selective laser sintering; and
•
stereolithography.
Some of the companies that have developed and use one or more additive manufacturing technologies to compete with us include: ExOne, 3D
Systems Corporation, Stratasys Ltd. and EOS GmbH.
These technologies, which compete for market share in the additive manufacturing industry, possess various competitive advantages and
disadvantages relative to one another within key categories, including resolution, accuracy, surface quality, variety and properties of the
materials they use and produce, capacity, speed, color, transparency and the ability to print multiple materials. Due to these multiple categories,
we believe end-users usually make technology purchasing decisions based on the characteristics that they value most for a particular
application. The competitive environment that has developed is therefore intense and dynamic, as market players often position their
technologies to capture multiple vertical markets.
Despite the challenging competitive landscape, we believe that we have several competitive advantages, including the size of our build
platforms, our printing speeds, the volumetric output rate of our 3D printers and the variety of qualified material sets that we offer to
commercial and industrial customers.
We also compete with established subtractive manufacturers in the industrial products market. However, we believe that we are well positioned
to expand our share of the industrial products market as additive manufacturing gains recognition and increases its cost-effectiveness. As our
technologies improve and our unit cost of production decreases, we expect to be able to better compete with subtractive manufacturing on a
wide range of products, thereby expanding our addressable market.
Seasonality
Historically, our results of operations have been subject to seasonal factors. Purchases of our 3D printers often follow a seasonal pattern owing
to the capital budgeting cycles of our customers. Generally, 3D printer sales are higher in our second and fourth fiscal quarters than in our first
and third fiscal quarters. Sales in our Services segment generally are not affected by seasonality. See "Risk Factors — Risks Related to Our
Business and Industry — Our revenues and operating results may fluctuate."
Backlog
Our total backlog of 3D printer orders at March 15, 2014 and December 31, 2013 was €4.1 million and €2.3 million, respectively. For the years
ended December 31, 2012 and 2011, our backlog was €3.7 million and €1.7 million, respectively. Our backlog, which consisted of seven 3D
printers as of March 15, 2014, represents 3D printers for which a customer has signed a purchase order, but which
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we have not shipped yet. We estimate that all of the systems in our backlog will ship prior to December 31, 2014.
Employees
We had a total of 106, 85 and 72 employees, including trainees and temporary staff, as of December 31, 2013, 2012 and 2011, respectively.
Almost all of our current employees are located in Germany, paid in euros and subject to German labor law.
None of our employees is a member of a labor union or is a party to a collective bargaining agreement. We consider our employee relations to
be good and have never experienced a work stoppage.
Properties
Our corporate headquarters and on-demand parts service center are located in Friedberg, Germany where we operate production hall spaces of
approximately 60,050 square feet, storage spaces of approximately 6,380 square feet and office spaces of approximately 10,950 square feet.
On December 6, 2013, we purchased title to the real property in Friedberg, Germany underlying our corporate headquarters and on-demand
parts service center for approximately €10.0 million. The real property purchased is approximately 162,000 square feet in size and contains two
production halls and an office building. In connection with the purchase, we obtained a ten-year option over certain parcels of real property
adjacent to the acquired property totaling approximately 190,000 square feet in size, which gives us the ability to further expand our Friedberg
facility in the future.
We had leased our corporate headquarters and on-demand parts service center through the first quarter of 2014. We made aggregate lease and
sublease payments for these facilities in 2013 and 2012 of €0.3 million and €0.3 million, respectively.
In December 2013, we committed to purchase an undeveloped site adjacent to our headquarters from the City of Friedberg for €0.6 million.
This site is approximately 57,800 square feet in size.
In March 2014, we entered into an agreement to lease an approximately 50,000 square foot facility near Detroit, Michigan that will house our
North American service center, which we anticipate will be operational in the third quarter of 2014. We also intend to establish a new service
center in Asia in 2015. We believe that our existing facilities are adequate for our current and foreseeable requirements.
Regulatory/Environmental Matters
We are subject to environmental, health and safety regulations in Germany, as well as in the countries where our products and materials are
used or sold.
Germany
Legal Requirements for Manufacturing Sites
Emissions Control Law. We currently do not require any permits granted under the Federal Emissions Control Act (
Bundes-Immissionsschutzgesetz , or BImSchG). However, we currently use resins ( Harze ) to create models for customers. A building permit
that was granted to us in June 2010 by the city of Friedberg permitted us to use the building in a different manner and reconstruct one of our
production sites for the usage of several resins. The building permit was granted under the condition ( Auflage ) that the amount of resins
processed by us does not exceed 10 kilograms per hour.
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If we process more resin in the future, we will need to obtain a permit under BImSchG. Facilities that are subject to BImSchG are required to
comply with the current state of the art ( Stand der Technik ) in emissions reduction and safety technology. It is therefore possible that we will
need to periodically upgrade our facilities that are subject to BImSchG requirements in the future in order to comply with evolving technical
standards.
Production, Possession and Handling of Waste and Dangerous Goods. Our business activities result in the generation, possession and
handling of waste, including hazardous waste. Under the German Act on Recycling ( Kreislaufwirtschaftsgesetz , or KrWG), the generation,
possession and handling of waste is subject to several obligations, depending, among other things, on the waste concerned. As the producer (
Erzeuger ) and possessor ( Besitzer ) of waste, we are generally responsible for the proper handling of this waste.
Section 50 of the KrWG requires producers, possessors, collectors and transporters of waste and disposal firms to verify to the competent
authority proper disposal of hazardous waste ( gefährliche Abfälle ). Whether a certain substance qualifies as hazardous waste is determined
according to the German Ordinance on the European Waste List (Verordnung über das Europäische Abfallverzeichnis ).
We further comply with the International Maritime Dangerous Goods Code, which is accepted as an international guideline for the safe
transportation or shipment of dangerous goods or hazardous materials by water.
We also comply with the Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of December 18, 2006 concerning the
Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH).
We have entered into an agreement with a third party in Germany to serve as our external risk prevention officer ( Gefahrgutbeauftragter ). The
risk prevention officer ensures that we comply with specific regulations and provisions when dangerous goods are shipped.
Legal Requirements Related to Products
Product Safety. Our products are used in a wide range of industries. As some of our products may be used directly by customers, we are
subject to the Product Safety Act ( Produktsicherheitsgesetz , or ProdSG), which relates to general product safety. With the ProdSG of
November 8, 2011 and the ninth regulation to the ProdSG as amended ( Neunte Verordnung zum Produktsicherheitsgesetz (
Maschinenverordnung )), the German legislature transformed, among other European Directives, the Directive 2006/42/EC of the European
Parliament and of the Council of May 17, 2006 on machinery into German law. The ProdSG applies whenever products are made available on
the market, exhibited or used for the first time in the context of a commercial activity, but only in the absence of other legal provisions that
provide for corresponding or more far-reaching provisions.
Under the ProdSG, a product may be made available on the market only if it complies with specific regulations for such product, or, in the
absence of such specific regulations, if its intended or foreseeable use does not put the health and safety of persons at risk.
In addition to compliance with this safety requirement, if products are made available to consumers, manufacturers must provide consumers
with the necessary information to enable them to assess the risks inherent in such product where such risks are not immediately obvious
without adequate warnings and to take precautions against those risks. If manufacturers or distributors of consumer
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products discover that a product is dangerous, they must notify the competent authorities and, if necessary, cooperate with them. Under certain
circumstances, a product may have to be recalled.
Occupational Health and Safety Requirements. Where the working environment may pose threats to employees, occupational health and
safety laws are applicable. German law on occupational safety is heavily influenced by the requirements of EU law. The central rules on
occupational safety in Germany are contained in the Act on Occupational Safety ( Arbeitsschutzgesetz , or ArbSchG), which requires
employers to provide for their employees' safety. This general obligation is put into effect through several ordinances ( Rechtsverordnungen )
under the ArbSchG, which are defined in technical guidelines. One central element is the Workplaces Ordinance ( Arbeitsstättenverordnung ),
which contains various regulations on workplace conditions relating to, for example, ventilation, temperature and illumination.
Potential Liability for Products and Environmental Losses
Our business activities are such that product liability and liability for environmental damage are possible. Under general rules of the German
Civil Code ( Bürgerliches Gesetzbuch , or BGB), fault-based compensation ( Schadensersatz ) is to be paid for breach of contract or unlawful
infringements of legally protected rights. This obligation does not only apply to our own acts but may extend to behavior of individuals that
work or undertake tasks for us under Sections 278, 831 BGB.
In addition, we may be strictly liable ( i.e. , liable regardless of our fault), as a Producer under the Product Liability Act (
Produkthaftungsgesetz , or ProdHaftG), for damages caused by a defective product. "Producer" means any participant in the production
process, the importer of the defective product, any person putting a name, trademark or other distinguishing feature on the product, and any
person supplying a product whose actual producer cannot be identified. "Defectiveness" means the lack of the safety which the general public
is entitled to expect when taking into account, among other things, the presentation of the product and the uses to which it can reasonably be
put.
Additionally, in case of damage to persons or property caused by our facility, we may additionally be strictly liable under the Act on Liability
for Environmental Damage ( Umwelthaftungsgesetz ) and under the Environmental Damage Act ( Umweltschadensgesetz ).
Worldwide
Our operations and the activities of our employees, contractors and agents around the world are subject to the laws and regulations of numerous
countries, including the United States. These laws and regulations include data privacy requirements, labor relations laws, tax laws,
anti-competition regulations, prohibitions on payments to governmental officials, import and trade restrictions and export requirements.
Violations of these laws and regulations could result in fines, criminal sanctions against our officers, our employees, or us and may result in
prohibitions on the conduct of our business. Any such violations could also result in prohibitions on our ability to offer our products and
services in one or more countries and could materially damage our reputation, our ability to attract and retain employees, our business and our
operating results.
Our operations (particularly in those countries with developing economies) are also subject to risks of violations of laws prohibiting improper
payments and bribery, including the European Union Anti-Corruption Act, U.K. Bribery Act, U.S. Foreign Corrupt Practices Act and similar
regulations in other jurisdictions. Although we have implemented policies and procedures designed to ensure compliance with these laws, our
employees, contractors, and agents may take actions in violation of such policies. Any such violations, even if prohibited by our policies, could
subject us to civil or criminal penalties or otherwise have an adverse effect on our business and reputation.
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Legal Proceedings
From time to time, we may be subject to various claims or legal, arbitral or administrative proceedings that arise in the ordinary course of our
business. We are currently not a party to, and we are not aware of any threat of, any legal, arbitral or administrative proceedings which, in the
opinion of our management, is likely to have a material adverse effect on our business, financial condition or results of operations.
Insurance
We maintain comprehensive business liability insurance coverage ( Betriebshaftpflichtversicherung "Compact-Firmenversicherung" ) for our
business operations. In addition, we have obtained directors and officers liability insurance, which covers expenses, capped at a certain amount,
that our management and supervisory board members and our executive managers may incur in connection with their conduct as members of
our management and supervisory boards or executive managers. We also maintain insurance policies on our 3D printers, a group insurance
policy for our employees covering occupational accidents, car insurance policies and a legal expenses insurance policy. We consider the
insurance coverage we have to be adequate in light of the risks we face.
Geographic Information
Our revenues by geographic region for the year ended December 31, 2013 were EMEA 97%, Asia Pacific 1% and Americas 2%, as compared
to EMEA 85%, Asia Pacific 11% and Americas 4% for the same period in 2012.
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MANAGEMENT
Overview
We are a German stock corporation ( Aktiengesellschaft , or AG ) with our registered seat in Germany. We are subject to German legislation on
stock corporations, most importantly the German Stock Corporation Act ( Aktiengesetz, or AktG ). In accordance with the German Stock
Corporation Act ( Aktiengesetz ), our corporate bodies are the management board ( Vorstand ), the supervisory board ( Aufsichtsrat ) and the
shareholders' meeting ( Hauptversammlung ). Our management board and our supervisory board are entirely separate and, as a rule, no
individual may simultaneously be a member of both boards.
Our management board is responsible for the day-to-day management of our business in accordance with applicable laws, our articles of
association ( Satzung ) and the management board's internal rules of procedure ( Geschäftsordnung ). Our management board represents us in
our dealings with third parties.
The principal function of our supervisory board is to supervise our management board. The supervisory board is also responsible for appointing
and removing the members of our management board and representing us in connection with transactions between a current or former member
of the management board and us.
Under German law, members of both boards owe a duty of loyalty and care to us. In carrying out their duties, they are required to exercise the
standard of care of a prudent and diligent businessperson. If they fail to observe the appropriate standard of care, they may become liable to us.
In carrying out their duties, the members of both boards may take into account a broad range of considerations when making decisions,
including our interests and the interests of our shareholders, employees, creditors and, to a limited extent, the general public, while respecting
the rights of our shareholders to be treated on equal terms. Additionally, the management board is responsible for implementing an internal
monitoring system for risk management purposes.
Our supervisory board has comprehensive monitoring responsibilities. To ensure that our supervisory board can carry out these functions
properly, our management board must, among other things, regularly report to our supervisory board regarding our current business operations
and future business planning (including financial, investment and personnel planning). In addition, our supervisory board is entitled to request
special reports from the management board at any time.
Under German law, our shareholders have no direct recourse against the members of our management board or our supervisory board if they
have breached their duty of loyalty and care to us. Apart from insolvency or other special circumstances, only the company has the ability to
claim damages against the members of our two boards. We may waive these claims to damages or settle these claims only if at least three years
have passed since any violation of a duty occurred and only if our shareholders approve the waiver or settlement at a shareholders' meeting
with a simple majority of the votes cast; provided that shareholders who in the aggregate hold one-tenth or more of our share capital do not
oppose the waiver or settlement and have their opposition formally recorded in the meeting's minutes by a German civil law notary.
The following description, as far as it relates to our articles of association, is based on the articles of association, as adopted by our general
shareholders' meeting on October 11, 2013.
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Supervisory Board
Our supervisory board currently consists of three members, which is the minimum number of members allowed under German law. As we
grow, our supervisory board may be required to include employee representatives subject to the provisions of the German One-Third Employee
Representation Act ( Drittelbeteiligungsgesetz ) and the German Codetermination Act ( Mitbestimmungsgesetz ).
Currently, all of the members of our supervisory board are elected by the shareholders' meeting in accordance with the provisions of the
German Stock Corporation Act ( Aktiengesetz ). German law does not require the majority of our supervisory board members to be
independent. The rules of procedure for our supervisory board provide that the supervisory board should be composed of a majority of
independent members, as determined by the supervisory board. Under the supervisory board's rules of procedure, a board member is deemed to
be independent if such member has no business or personal relationships with us or the management board that could constitute a conflict of
interest.
Under German law, the members of a supervisory board may be elected for a term of up to approximately five years, depending on the dates of
the annual general meeting at which the members of the supervisory board are elected, which is the standard term of office. Reelection,
including repeated reelection, is permissible. The shareholders' meeting may specify a term of office for individual members or all of the
members of our supervisory board which is shorter than the standard term of office and, subject to statutory limits, may set different start and
end dates for the terms of members of our supervisory board. Since voxeljet AG was incorporated (as VXLT 2013 AG) on July 2, 2013, the
original members of the supervisory board were elected to serve only until the end of the shareholders' meeting which resolves the discharge of
the first business year. In other words, an election of members to our supervisory board will occur at the shareholders' meeting that takes place
in 2014.
The shareholders' meeting may, at the same time as it elects the members of the supervisory board, elect one or more substitute members. The
substitute members replace members who cease to be members of our supervisory board and take their place for the remainder of their
respective terms of office. We have not elected any substitute members.
Members of our supervisory board may be dismissed at any time during their term of office by a resolution of the shareholders' meeting
adopted by a simple majority of the votes cast. In addition, any member of our supervisory board may resign at any time by giving one month
written notice of his or her resignation to the chairperson of our supervisory board (in case the chairperson resigns, such notice is to be given to
the vice chairperson). Our supervisory board may agree upon a shorter notice period.
Our supervisory board elects a chairperson and a vice chairperson from its members. The vice chairperson exercises the chairperson's rights
and obligations whenever the chairperson is unable to do so. On July 2, 2013, Peter Nietzer, Dr. Stefan Söhn and Prof. Dr. Joachim Heinzl
were appointed as members of our supervisory board. The members of our supervisory board have elected Peter Nietzer as chairperson and
Dr. Stefan Söhn as vice chairperson, each for the term of their respective membership on our supervisory board.
The supervisory board meets at least twice during the first half and twice during the second half of each fiscal year. Our articles of association
and the supervisory board's rules of procedure provide that a quorum of the supervisory board members is present if at least half of its
members, but in any case no less than three members, participate in the vote. Members of our supervisory board are deemed present if they
participate via telephone or video conference, subject to no other member of the
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supervisory board raising any objection to this type of participation. Any absent member may also participate in the voting by submitting his or
her written vote through another member.
Resolutions of our supervisory board are passed by the vote of a simple majority unless otherwise required by law, our articles of association or
the rules of procedure of our supervisory board. In the event of a tie, the chairperson casts the tie-breaking vote.
Our supervisory board is not permitted to make management decisions, but, in accordance with German law and in addition to its statutory
responsibilities, it has determined that the following matters, among others, require its prior consent:
•
any material changes to our business strategy;
•
the purchase or sale of real estate or legal entities or the purchase, sale, creation, extension, reduction or termination of
business activities, including tangible or intangible assets, if the relevant price or value, in each case, exceeds €50,000;
•
the purchase, sale or creation of joint ventures;
•
the termination of, or amendment to, consulting, advisory or other service agreements, if our costs or obligations associated
with such agreement exceed €50,000 per year or €250,000 in the aggregate;
•
the termination of, or amendment to, operating leases, land leases or rental agreements in relation to real estate, buildings or
similar objects, if our obligations associated with such agreement exceed €50,000 per year or €250,000 in the aggregate;
•
expenditures or capital investments exceeding €50,000 in each case;
•
any hiring, dismissal or modification of an employment agreement of any executive manager, provided that their aggregate
cash remuneration (including cash bonuses) exceeds €75,000;
•
any material change or amendment to our code of conduct; and
•
the approval of our budget.
Our supervisory board may designate further types of actions requiring its approval.
Section 2(2) of the rules of procedure of our supervisory board provides that a supervisory board member may not continue to serve on our
supervisory board past their 75th birthday.
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The following table sets forth the names and functions of the current members of our supervisory board, their ages, their terms (which expire
on the date of the relevant year's general shareholders' meeting) and their principal occupations outside of our company as of March 1, 2014:
Name
Peter Nietzer (Chairman)
Age
53
Term Expires
May 27, 2014 *
59
73
May 27, 2014 *
May 27, 2014 *
Dr. Stefan Söhn (Vice Chairman)
Prof. Dr. Joachim Heinzl
Principal occupation
Managing director of asset
management firm
Consultant and lawyer
University professor (retired)
*
Date of the 2014 general shareholders' meeting.
The business address of the members of our supervisory board is the same as our business address: voxeljet AG, Paul-Lenz-Straße 1b, 86316
Friedberg, Germany. Our supervisory board has determined that all members of our supervisory board are independent under German law and
the New York Stock Exchange Listed Company Manual.
The following is a brief summary of the business experience of the members of our supervisory board:
Peter Nietzer , born in 1960 in Heilbronn, Germany, has been the chairman of our supervisory board since July 2, 2013. Mr. Nietzer has served
as owner and managing director of KITES Industriebeteiligungen GmbH, a private investment holding company, and of M59 Advisory
Services, since January 2013 and as Partner and Chief Financial Officer of GermanCapital GmbH, a private equity company he co-founded and
that specializes in mid-market buy-outs, since July 2005. Mr. Nietzer has served as a Non-Executive Director of Cognis Credit Opportunities
Fund Ltd., Cognis Credit Opportunities Master Fund Ltd. and Cognis Credit Opportunities Manager (Cayman) Ltd. since September 2013.
Since April 2000, Mr. Nietzer has been an executive board member and Managing Partner of Felicitas GmbH (which was previously known as
GI Ventures AG), a fund management company he helped found. Mr. Nietzer served as a Managing Director in the private equity unit of
PartnersGroup AG from January to October 2011. Mr. Nietzer holds a M.B.A. from Friedrich-Alexander University Erlangen-Nürnberg,
Germany. We believe that Mr. Nietzer's over 12 years of experience in private equity and his previous roles as a supervisory board member
provide him with valuable insight into our business, particularly in the areas of financing and acquisition opportunities, while his focus on
technology companies gives him insight into our operations and industry. In addition, Mr. Nietzer's work as a chief financial officer provides
the supervisory board with expertise in financial matters.
Dr. Stefan Söhn , born in 1954 in Düsseldorf, Germany, has been the vice chairman of our supervisory board since July 2, 2013. Since January
2010, Dr. Söhn has served as a Partner and Managing Director of MBL China Consulting GmbH, as owner and manager of Söhn Industrial
Consulting and as Of Counsel Lawyer and Head of China Desk of Sonntag & Partner Wirtschaftsprüfer, Steuerberater, Rechtsanwälte in
Augsburg and Munich, Germany. Dr. Söhn held executive positions at KUKA Systems GmbH, an equipment supplier to the automotive
industry, from July 2000 to December 2009, serving as its Chief Financial Officer from July 2000 to December 2006 and as its Chief Executive
Officer from January 2007 to December 2009. During his time at KUKA Systems GmbH, Dr. Söhn led the successful expansion of its business
in Asia. Dr. Söhn also serves as the chairman of the supervisory board of PW Automation AG, as the deputy chairman of the supervisory board
of Mocopinus GmbH & Co. KG and as a member of the supervisory board of Stadtsparkasse Augsburg. Dr. Söhn holds a law degree from the
University of Augsburg, Germany and a Master of Science in Management for the London Business School. We believe that Dr. Söhn's
business experience in the automotive industry and in expanding corporate operations into Asia will assist us as we seek to grow
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our business. In addition, we believe that Dr. Söhn's various experiences throughout his career, including his work as an attorney, chief
financial officer and member of the supervisory boards of several companies, including public companies, provides our supervisory board with
a broad range of knowledge and insight.
Prof. Dr. Joachim Heinzl , born in 1940 in Aussig in what is now the Czech Republic, has been a member of our supervisory board since
July 2, 2013. Prof. Dr. Heinzl has served as Professor Emeritus at the Technical University of Munich, Germany since 2005. Prior to becoming
Professor Emeritus, Prof. Dr. Heinzl had been the Chair for Precision Engineering and Micro Technology at the Technical University of
Munich since 1978 and served the Technical University of Munich as Vice-Dean and Dean of the Faculty of Mechanical Engineering from
1988 to 1992 and as First Vice President from 1995 to 2002. Prof. Dr. Heinzl focused a large portion of his research on technology relating to
3D printing while on the faculty of the Technical University of Munich. From 2006 to 2012, Prof. Dr. Heinzl was the President of the Bavarian
Research Foundation. Prof. Dr. Heinzl has been a foreign associate of the U.S. National Academy of Engineering since 2007. Prof. Dr. Heinzl
also co-founded our company as Generis GmbH in 1999. Prof. Dr. Heinzl holds a diploma in mechanical engineering and a doctorate in
electroacoustics from the Technical University of Munich. We believe that Prof. Dr. Heinzl's vast knowledge of technical and engineering
matters, including 3D printing technology, provides our supervisory board with additional insight into the technical details of our operations
and industry.
Supervisory Board Practices
Decisions are generally made by our supervisory board as a whole; however, decisions on certain matters may be delegated to committees of
our supervisory board to the extent permitted by law. The chairperson, or if he or she is prevented from doing so, the vice chairperson, chairs
the meetings of the supervisory board and determines the order in which the agenda items are discussed, the method and order of the voting,
any adjournment of the discussion and passing of resolutions on individual agenda items after a due assessment of the circumstances.
Pursuant to Section 107(3) AktG, the supervisory board may form committees from among its members and charge them with the performance
of specific tasks. The committees' tasks, authorizations and processes are determined by the supervisory board. Where permissible by law,
important powers of the supervisory board may also be transferred to committees.
Under Article 7 of its internal rules of procedure, the supervisory board has set up and appointed a Compensation and Nomination Committee
and an Audit Committee.
Compensation and Nomination Committee
Pursuant to our articles of association and the rules of procedure of our supervisory board, the Compensation and Nomination Committee
prepares hiring and personnel decisions for approval by the supervisory board and performs the following functions:
•
preparation of the resolutions of the supervisory board regarding the conclusion, alteration and termination of service
contracts of members of the management board within the framework of the compensation system adopted by the supervisory
board;
•
preparation of the resolutions of the supervisory board to increase or reduce the compensation paid to the management board
under Section 87 para. 2 AktG;
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•
preparation of the resolutions of the supervisory board regarding the framework of the compensation scheme of the
management board, including its essential contractual elements, and providing the supervisory board with information
necessary for it to review this compensation scheme on a regular basis;
•
representation of the company vis-à-vis former members of the management board under Section 112 AktG;
•
granting consent for secondary occupations (including the acceptance of seats on supervisory boards of other companies) and
for other activities of management board members under Section 88 AktG;
•
approval of agreements with supervisory board members under Section 114 AktG; and
•
proposing suitable candidates as supervisory board members to the shareholders' meeting in case of elections of supervisory
board members.
The Compensation and Nomination Committee monitors the management board's adherence to the rules of procedure of the management
board. The rules of procedure of the management board contain, among other things, obligations for the management board to provide certain
information to the Compensation and Nomination Committee.
All current members of the supervisory board are members of the Compensation and Nomination Committee. Our supervisory board has
determined that each member of the Compensation and Nomination Committee satisfies the independence requirements of the New York Stock
Exchange.
Audit Committee
Our Audit Committee assists the supervisory board in overseeing the accuracy and integrity of our accounting and financial reporting processes
and audits of our financial statements, the effectiveness of the internal control system and our compliance with legal and regulatory
requirements, the independent auditors' qualifications and independence and the performance of the independent auditors.
The Audit Committee's duties and responsibilities to carry out its purposes include, among others:
•
the review of our accounting processes;
•
the review of the effectiveness of our internal systems of control, risk management and compliance;
•
the review and the handling of matters and processes related to auditor independence;
•
the recommendation of the auditors for approval by the shareholders' meeting, the commissioning of the auditors to conduct
the audit, agreeing on additional services to be provided by the auditors under the auditor's assignment, the establishment of
the scope and the main review points of the audit, agreeing upon a fee with the auditors and oversight of the auditors' work
(including resolution of disagreements with the auditors);
•
the preparation of the supervisory board's resolution on our financial statements;
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•
reviewing our interim financial statements that are made public or otherwise filed with any securities regulatory authority;
•
discussing any flaws relating to our internal control systems, as reported by the supervisory board to the Audit Committee;
•
monitoring our bookkeeping and records; and
•
the establishment of procedures for (i) the receipt, retention and treatment of complaints we receive regarding accounting,
internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by our employees of
concerns regarding questionable accounting or auditing matters.
In addition, under German law, each member of the supervisory board is obliged to carry out his or her duties and responsibilities personally,
and such duties and responsibilities cannot be generally and permanently delegated to third parties. However, the supervisory board and its
committees, including the Audit Committee, have the right to appoint third party experts for the review and analysis of specific circumstances
in accordance with its control and supervision duties under German law. For example, the supervisory board could retain an audit firm and/or
legal counsel if it wants to investigate potentially illegal activities occurring in a foreign subsidiary. We will bear the costs for any such
independent experts that are retained by the supervisory board or any of its committees, including the Audit Committee.
The Audit Committee consists of three members. The chairman of the Audit Committee shall be independent and shall, in particular, not be a
former member of our management board whose appointment ended less than two years prior to his or her appointment as chairman of the
Audit Committee.
Furthermore, the chairman of the Audit Committee shall have special knowledge and experience in the application of accounting principles and
internal control procedures and shall therefore qualify as an "audit committee financial expert" as defined under the Exchange Act.
Management Board
Overview
Under German law and the company's articles of association, the management board must consist of one or more persons and the supervisory
board determines the exact number of members of the management board. The supervisory board also appoints the chairman and the deputy
chairman of the management board, if any. Currently, the management board consists of two members, with Dr. Ingo Ederer appointed as
Chief Executive Officer and Rudolf Franz appointed as Chief Financial Officer.
Members of our management board conduct the daily business of our company in accordance with applicable laws, our articles of association
and the rules of procedure for the management board. The management board is in general responsible for the management of our company
and for handling our daily business relations with third parties, the internal organization of our business and communications with our
shareholders. In addition, the management board has the responsibility for:
•
the preparation of our annual financial statements;
•
the making of a proposal to our shareholders' meeting on how our profits (if any) should be allocated (such proposal to be
submitted simultaneously to the supervisory board); and
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•
regular reporting to the supervisory board on our current operating and financial performance, our budgeting and planning
processes and our performance under them and on future business planning (including strategic, financial, investment and
personnel planning).
The supervisory board appoints the members of the management board for a maximum term of five years. Reappointment or extension of the
term for up to five years is permissible. The supervisory board may revoke the appointment of a management board member prior to the
expiration of his or her term for good cause only, such as for gross breach of fiduciary duties or if the shareholders' meeting passes a vote of
no-confidence with respect to such member, unless the supervisory board deems the no-confidence vote to be clearly unreasonable. The
supervisory board is also responsible for entering into, amending and terminating service agreements with the management board members
and, in general, for representing us in disputes with the management board, both in and out of court. The supervisory board may assign these
duties to a committee of the supervisory board, except in certain cases where the approval of the entire supervisory board is required, such as
the approval of the compensation of members of our management board and the reduction of the compensation of members of our management
board upon a deterioration of our situation, which includes, among other things, a bankruptcy or the layoff of a significant number of
employees.
According to our articles of association, as long as there are two or more management board members, either (i) two management board
members or (ii) one management board member acting jointly with an authorized representative ( Prokurist ) have the authority to act on our
behalf. The supervisory board may grant any management board member the right to represent us alone and may release any member of the
management board from the restrictions on multiple representations under Section 181, 2nd Case of the German Civil Code ( Bürgerliches
Gesetzbuch ).
Under the board member service agreements and by a special resolution of the supervisory board, all members of the management board have
been granted authority to represent us alone and were released from the restrictions imposed by Section 181, 2nd Case of the German Civil
Code.
The management board has the authority to determine our business areas and operating segments and resolve upon the internal allocation of
responsibility for certain business areas and operating segments among the various members of the management board by setting up a business
responsibility plan ( Geschäftsverteilungsplan ). Since we currently have only two members of the management board, we do not have a
business responsibility plan in place at this time.
Section 3(7) of the rules of procedure of our supervisory board provides that a management board member may not continue to serve on our
management board past their 65th birthday.
Members of the Management Board
The following table sets forth the names and functions of the current members of our management board, their ages and their terms as of
March 1, 2014:
Name
Dr. Ingo Ederer
Rudolf Franz
Age
46
46
95
Term ends
June 30, 2017
June 30, 2017
Position
Chief Executive Officer
Chief Financial Officer
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The business address of the members of our management board is the same as our business address: voxeljet AG, Paul-Lenz-Straße 1b, 86316
Friedberg, Germany.
The following is a brief summary of the business experience of the members of our management board:
Dr. Ingo Ederer , born in 1967 in Weilheim, Germany, is one of our founders and is the key inventor of our technology. He has served as our
Chief Executive Officer since 2013. Dr. Ederer co-founded our company as Generis GmbH in 1999 and served as our Managing Director from
our incorporation in 1999 to 2013, building up the company from the start-up phase to become a leading provider of 3D printers for industrial
and commercial customers. After graduating with a degree in mechanical engineering from the Technical University of Munich in 1993,
Dr. Ederer started his career as researcher at the department of precision engineering at the Technical University of Munich where he received
his Ph.D. in 2000 with a thesis on piezo-based micro-jetting devices. He contributes more than 20 years of experience in the 3D printing
equipment market and is a holder of more than 50 patents in the field of 3D printing.
Rudolf Franz , born in 1967 in Friedberg, Germany, has served as our Chief Financial Officer since 2013. Mr. Franz, through his venture fund,
Franz Industriebeteiligungen AG, has been one of our shareholders since 2003 and served as our Chief Operating Officer from 2003 to 2013,
focusing on building our global sales and finance, accounting and administration structures. Mr. Franz has been the chairman of the supervisory
board of Rettenmeier Holding AG since 2011. From 2007 to 2009, Mr. Franz served as the Managing Director of Hama Holding GmbH and
was the chairman of the supervisory board of Wavelight AG from 2005 to 2009. In 1995, Mr. Franz was appointed as investment manager of
Technologieholding VC GmbH, an international venture capital fund that invested in European technologies, and became partner in 1997,
where he was responsible for managing the Munich investment team. After he sold his shares in Technologieholding VC GmbH to 3i
Group plc in 2000, Mr. Franz served as Managing Director of 3i Group plc and was responsible for technology investments in the
German-speaking market from 2000 to 2002. Mr. Franz studied political economics and industrial engineering at the University of Augsburg
and the University of Munich and earned a master's degree from the University of Applied Science Munich in 1991.
Service Agreements
Dr. Ingo Ederer
On September 13, 2013, we entered into a service agreement with Dr. Ingo Ederer to serve as our Chief Executive Officer and a member of our
management board. The service agreement has an effective date of September 1, 2013. This service agreement has a fixed term that expires on
June 30, 2017. Dr. Ederer's service agreement can be terminated prior to June 30, 2017 only if he is terminated for cause by us or if he
terminates the agreement for cause. Under German law, a contract can be terminated for cause only in exceptional circumstances ( i.e. , if the
continuation of the contractual relationship is unacceptable for the terminating party). Termination for cause generally requires that a party
repeatedly and severely breaches its contractual duties. To the extent Dr. Ederer's employment with us terminates during a business year, he is
entitled to a pro rata portion of his bonus that reflects the percentage of the year that he worked for us.
Dr. Ederer's service agreement contains a covenant pursuant to which Dr. Ederer has agreed not to compete with us for a period of two years
following the termination of his service agreement. Under German law, a non-compete covenant is only valid if the employee is compensated
during the term of the non-compete obligation. As compensation for his non-compete covenant, Dr. Ederer will receive 100% of his fixed
salary (but in no event less than 50% of the total compensation received in the
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preceding year) under his service agreement for the entire two-year term of the non-compete covenant. If Dr. Ederer is terminated for cause, we
are not obligated to pay the compensation for the non-compete covenant, so long as we provide Dr. Ederer with a written statement disclaiming
our obligation to pay this compensation. Furthermore, if Dr. Ederer's service agreement is terminated other than for cause, we can waive
Dr. Ederer's obligation to not compete, in which case we would not be required to pay the non-compete compensation to Dr. Ederer.
Rudolf Franz
On September 13, 2013, we entered into a service agreement with Rudolf Franz to serve as our Chief Financial Officer and a member of our
management board. The service agreement has an effective date of September 1, 2013. This service agreement has a fixed term that expires on
June 30, 2017. Mr. Franz's service agreement can be terminated prior to June 30, 2017 only if he is terminated for cause by us or if he
terminates the agreement for cause. To the extent Mr. Franz's employment with us terminates during a business year, he is entitled to a pro rata
portion of his bonus that reflects the percentage of the year that he worked for us.
Mr. Franz's service agreement contains a covenant pursuant to which Mr. Franz has agreed not to compete with us for a period of 18 months
following the termination of his service agreement. As compensation for his non-compete covenant, Mr. Franz will receive 100% of his fixed
salary (but in no event less than 50% of the total compensation received in the preceding year) under his service agreement for the entire
18-month term of the non-compete covenant. If Mr. Franz is terminated for cause, we are not obligated to pay the compensation for the
non-compete covenant, so long as we provide Mr. Franz with a written statement disclaiming our obligation to pay this compensation.
Furthermore, if Mr. Franz's service agreement is terminated other than for cause, we can waive Mr. Franz's obligation to not compete, in which
case we would not be required to pay the non-compete compensation to Mr. Franz.
German Corporate Governance Code
The German Corporate Governance Code, or Corporate Governance Code, was originally published by the German Ministry of Justice (
Bundesministerium der Justiz ) in 2002 and was most recently amended on May 13, 2013 and published in the German Federal Gazette (
Bundesanzeiger ) on June 10, 2013. The Corporate Governance Code contains recommendations ( Empfehlungen) and suggestions (
Anregungen) relating to the management and supervision of German companies that are listed on a stock exchange. It follows internationally
and nationally recognized standards for good and responsible corporate governance. The purpose of the Corporate Governance Code is to make
the German system of corporate governance transparent for investors. The Corporate Governance Code includes corporate governance
recommendations and suggestions with respect to shareholders and shareholders' meetings, the management and supervisory boards,
transparency, accounting policies, and auditing.
There is no obligation to comply with the recommendations or suggestions of the Corporate Governance Code. The German Stock Corporation
Act ( Aktiengesetz ) requires only that the management board and supervisory board of a German listed company issue an annual declaration
that either (i) states that the company has complied with the recommendations of the Corporate Governance Code or (ii) lists the
recommendations that the company has not complied with and explains its reasons for deviating from the recommendations of the Corporate
Governance Code (so called Entsprechenserklärung) . In addition, a listed company is also required to state in this annual declaration whether
it intends to comply with the recommendations or list the recommendations it does not plan to comply with in the future. These declarations
have to be published permanently on the company's website. If the company changes its policy on certain recommendations between such
annual declarations, it must disclose this fact and explain its reasons for deviating from the
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recommendations. Non-compliance with suggestions contained in the Corporate Governance Code need not be disclosed.
Following our listing on the New York Stock Exchange in October 2013, the Corporate Governance Code applies to us and we are required to
issue the annual declarations described above. On December 31, 2013, we issued and published our first annual compliance declaration. You
can find our annual compliance declaration on our website at investor.voxeljet.com . This website address is included in this prospectus as an
inactive textual reference only.
According to their respective rules of procedure, our management board and the supervisory board are obliged to comply with the Corporate
Governance Code except for such provisions which they have explicitly listed in their annual declaration and for which they have stated that
they do not comply with.
In particular, we adhere to the following significant recommendations of the Corporate Governance Code: (i) the supervisory board will
establish a compensation and nomination committee ( Vergütungs-und Nominierungsausschuss ) as well as an audit committee (
Prüfungsausschuss ); (ii) the management board must keep the supervisory board closely informed, in particular with respect to measures
which can fundamentally affect our financial situation; and (iii) significant management measures are subject to supervisory board approval.
However, we expect to deviate from the recommendations and suggestions of the Corporate Governance Code in various respects. All
deviations from the Corporate Governance Code recommendations will be published in the official annual declarations, the first of which was
published on December 31, 2013.
Code of Business Conduct and Ethics
In connection with our initial public offering in October 2013, we adopted a written code of business conduct and ethics, or code of conduct,
which outlines the principles of legal and ethical business conduct under which we do business. The code of conduct applies to all of our
supervisory board members, management board members and employees. The full text of the code of conduct is available on our website at
www.voxeljet.de . This website address is included in this prospectus as an inactive textual reference only. The information and other content
appearing on our website are not part of this prospectus. Any amendments or waivers from the provisions of the code of conduct for members
of our supervisory or management boards will be made only after approval by the appropriate body and will be disclosed on our website
promptly following the date of such amendment or waiver.
Differences between Our Corporate Governance Practices and Those Set Forth in the New York Stock Exchange Listed Company
Manual
In general, under Section 303A.11 of the New York Stock Exchange Listed Company Manual, foreign private issuers such as us are permitted
to follow home country corporate governance practices instead of certain provisions of the New York Stock Exchange Listed Company Manual
without having to seek individual exemptions from the New York Stock Exchange. A foreign private issuer making its initial U.S. listing on the
New York Stock Exchange and following home country corporate governance practices in lieu of the corresponding corporate governance
provisions of the New York Stock Exchange Listed Company Manual must disclose in its registration statement or on its website any
significant ways in which its corporate governance practices differ from those followed by U.S. companies under the New York Stock
Exchange Listed Company Manual. In addition, we also may qualify for certain exemptions under the New York Stock Exchange Listed
Company Manual as a foreign private issuer that may affect our corporate governance practices.
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The significant differences between the corporate governance practices that we follow and those set forth in the New York Stock Exchange
Listed Company Manual are described below:
•
Section 303A.01 of the New York Stock Exchange Listed Company Manual requires listed companies to have a majority of
independent directors. There is no requirement under German law that the majority of members of a supervisory board be
independent, and the rules of procedure of our supervisory board provide that the supervisory board should be composed of a
majority of independent members, though this is not a mandatory requirement. All current members of our supervisory board
are independent.
•
Section 303A.04(b) of the New York Stock Exchange Listed Company Manual requires all companies listed on the New
York Stock Exchange to have a written nominating committee charter. German law does not require a separate charter for a
nominating committee. Instead, the responsibilities and authority of our Compensation and Nominating Committee are set
forth in the rules of procedure of our supervisory board and in the applicable German laws.
•
Section 303A.05(b) of the New York Stock Exchange Listed Company Manual requires all companies listed on the New
York Stock Exchange to have a written compensation committee charter. German law does not require a separate charter for a
compensation committee. Instead, the responsibilities and authority of our Compensation and Nominating Committee are set
forth in the rules of procedure of our supervisory board and in the applicable German laws.
•
Section 303A.07(a) of the New York Stock Exchange Listed Company Manual requires each member of the audit committee
of a listed company to be financially literate and also requires that at least one audit committee member have accounting or
related financial management expertise. German law requires only that one supervisory board member have knowledge in the
areas of accounting or auditing. Accordingly, the rules of procedure of our supervisory board stipulate that the chairman of
our Audit Committee shall have special knowledge and experience of the application of accounting principles and internal
control procedures. The chairman of the Audit Committee, Peter Nietzer, fulfills these requirements. Although we believe that
all members of our Audit Committee are financially literate, neither German law, nor the rules of procedure of our
supervisory board, require all members of our Audit Committee to be financially literate.
•
Section 303A.07(b) of the New York Stock Exchange Listed Company Manual requires all companies listed on the New
York Stock Exchange to have a written audit committee charter. German law does not require a separate charter for an audit
committee. Instead, the responsibilities and authority of our Audit Committee are set forth in the rules of procedure of our
supervisory board and in the applicable German laws.
•
Section 303A.09 of the New York Stock Exchange Listed Company Manual requires all listed companies to adopt and
disclose corporate governance guidelines. German law does not require a company to adopt separate corporate governance
guidelines. Instead, we follow the German Corporate Governance Code as described above. In addition, certain of the subjects
to be addressed in the corporate governance guidelines pursuant to Section 303A.09 are contained in the rules of procedure of
our supervisory board.
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Compensation of Management Board and Supervisory Board Members
Compensation of Management Board Members
We have entered into service agreements with the current members of our management board. These agreements generally provide for an
annual fixed compensation (base salary), an annual performance award (annual bonus) with a target of up to 40% of the yearly base salary, as
well as a long-term performance award for a three-business-year period (long-term bonus) with a target of up to 60% of the yearly base salary.
The performance targets of the annual and long-term bonuses are a mixture of certain financial and non-financial targets, such as revenue and
profitability goals, as well as a certain increase of the price of the ADSs being offered hereby. In addition to the fixed and variable
remuneration components, under the terms of their service agreements, the members of our management board are entitled to additional
benefits (including company car arrangements, mobile phone, accident and director and officer liability insurance) and reimbursement of
necessary and reasonable expenses.
We believe that the service agreements between us and the members of our management board provide for payments and benefits (including
upon termination of employment) that are in line with customary market practice for similar companies who are operating in our industry.
In 2014, the two members of our management board are collectively entitled to receive total compensation of up to €514,000, which includes
base salary and other compensation as a result of other benefits as described above. The two members of our management board are also
collectively eligible to earn bonus payments of up to €273,600. In 2013, the two members of our management board collectively received total
compensation of €602,000, which included base salary, bonus payments and other compensation.
Compensation of Supervisory Board Members
Under mandatory German law, the compensation of the first supervisory board of a German stock corporation can only be determined by the
shareholders' meeting that resolves on the discharge of the first members of the supervisory board. Because the supervisory board appointed at
the time of our incorporation on July 2, 2013 is our first supervisory board, the final consideration payable to supervisory board members will
be decided at our annual general shareholders' meeting that will take place in 2014.
However, we believe that the following remuneration system will be proposed to our shareholders at our 2014 annual general shareholders'
meeting:
•
Compensation for 2013: Ordinary members of the supervisory board will receive a fixed remuneration in the amount of
€20,000 per annum. The chairman and vice chairman of the supervisory board will receive higher fixed remuneration in the
amount of €40,000 per annum and €30,000 per annum, respectively. As the supervisory board was established on July 2,
2013, these amounts will be paid on a pro rata basis.
•
Compensation for 2014: Ordinary members of the supervisory board will receive a fixed remuneration in the amount of
€30,000 per annum. The chairman and vice chairman of the supervisory board shall receive higher fixed remuneration in the
amount of €60,000 per annum and €45,000 per annum, respectively.
•
We will not pay fees for attendance at supervisory board meetings.
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•
The members of the supervisory board will be entitled to reimbursement of their reasonable, documented expenses (including,
but not limited to, travel, board and lodging and telecommunication expenses).
After its approval by our general shareholders' meeting in 2014, this proposed remuneration system will remain in force until it has been
amended or terminated by our general shareholders' meeting.
Remuneration and Benefits in the Business Years 2012 and 2013
Our supervisory board was established for the first time upon the incorporation of voxeljet AG (as VXLT 2013 AG), which was resolved upon
on July 2, 2013 and became effective by registration with the commercial register on July 11, 2013. Our legal predecessor, Voxeljet
Technology GmbH, did not have a supervisory board. Therefore, for the business years 2012 and earlier, no remuneration or benefits in kind
were granted to supervisory board members, and no amounts were set aside or accrued by us for these purposes. The final remuneration
payable to members of our supervisory board for the 2013 fiscal year will be decided at our 2014 general shareholders' meeting.
Share Ownership by Members of Supervisory Board and Management Board
Supervisory Board
Supervisory board member Prof. Dr. Joachim Heinzl holds 76,375 of our ordinary shares, which represented 2.4% of our ordinary shares as of
March 1, 2014 (or 1.8% after giving effect to this offering). None of the other members of the supervisory board held any of our ordinary
shares as of March 1, 2014.
Management Board
Our CEO and founder, Dr. Ingo Ederer, holds 612,625 of our ordinary shares, which represented 19.6% of our ordinary shares as of March 1,
2014 (or 14.4% after giving effect to this offering).
Our CFO, Rudolf Franz, holds 274,625 of our ordinary shares through Franz Industriebeteiligungen AG, which is wholly owned by Mr. Franz
and members of his family, which represented 8.8% of our ordinary shares as of March 1, 2014 (or 6.5% after giving effect to this offering).
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CERTAIN TRANSACTIONS
Since January 1, 2011, there has not been, nor is there currently proposed, any material transaction or series of similar material transactions to
which we were or are a party in which any of the members of our supervisory board and management board, executive officers, holders of
more than 10% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a
direct or indirect material interest, other than the compensation and shareholding arrangements we describe where required in "Management"
and "Principal and Selling Shareholders," and the transactions we describe below.
Shareholders' Agreement
On July 2, 2013, we entered into a shareholders' agreement with all of our shareholders prior to our initial public offering. The shareholders'
agreement defined the rights and obligations of the parties thereto as our shareholders and included, inter alia , voting and approval
requirements, rights of first refusal, tag-along and drag-along rights and potential redemption procedures. The shareholders' agreement was
terminated on October 23, 2013 upon the closing of our initial public offering.
Advisory Agreement with Franz Industriebeteiligungen AG
We entered into an advisory agreement with our shareholder Franz Industriebeteiligungen AG, or Franz AG, on November 18, 2003, as
amended on June 30, 2009. Franz AG is wholly owned by Rudolf Franz, a member of our management board, and members of his family. The
agreement provided for Franz AG to provide advisory services to us regarding business strategy, marketing, finance and international business
development. Payments made to Franz AG under the advisory agreement were €99,000, €150,574 and €101,000 for the years ended
December 31, 2013, 2012 and 2011, respectively. The advisory agreement was mutually terminated by the parties on August 31, 2013.
Dr. Ederer's Personal Guarantee of a Loan from Bayerische Hypo-und Vereinsbank AG to the Company
The documents relating to a loan from Bayerische Hypo-und Vereinsbank AG to us provided for a separate personal guarantee of €75,000 of
the loan by Dr. Ederer. We paid interest at a rate of 6.00% per annum on the amount that Dr. Ederer guaranteed that was not otherwise
reimbursed by one of our other shareholders (see immediately below). We paid interest to Dr. Ederer in connection with his guarantee in the
amount of €563 in the year ended December 31, 2013 and €1,125 in each of the years ended December 31, 2012 and 2011. Dr. Ederer's
guarantee was terminated on March 3, 2014.
Shareholders' Undertaking Regarding Personal Guarantee of Dr. Ederer vis-à-vis Bayerische Hypo-und Vereinsbank AG
In connection with Dr. Ederer's personal guarantee of the loan from Bayerische Hypo-und Vereinsbank AG, pursuant to an agreement dated
September 1, 2010, three of our shareholders each agreed to reimburse Dr. Ederer €18,750 in case we defaulted on the loan and Dr. Ederer was
required to pay any sums under his personal guarantee. We paid an interest rate of 6.00% per annum on the amount that each of the three
shareholders guarantees. We paid interest to the three shareholders in the aggregate amount of €1,688 in the year ended December 31, 2013 and
€3,375 in each of the years ended December 31, 2012 and 2011. The shareholders' undertaking was terminated on March 3, 2014 in connection
with the termination of Dr. Ederer's guarantee.
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Service Agreements
We have entered into service agreements with the members of our management board. See "Management — Management Board — Service
Agreements."
Long Term Cash Incentive Plan
Effective January 1, 2013, we implemented a long-term cash incentive plan, or the LTCIP, which has a term of five years through 2017. The
purpose of the LTCIP is to motivate, attract and retain highly-qualified and valued senior management and other key personnel who are not
members of our management board by linking their personal interests with the success of our business and the interests of our shareholders.
Our supervisory board, which has adopted the LTCIP, will oversee its operation. Our management board will implement and administer the
plan. Participants in the LTCIP are carefully selected by our management board in consultation with our supervisory board. The LTCIP is an
additional component of compensation to the respective employee beneficiary's salary and other employee benefits.
Under the LTCIP, we issue Award Units to the selected employee beneficiaries. Each Award Unit entitles the beneficiary to participate in a
fixed amount of any cash award that is declared by our management board. Each cash payment is subject to our achievement of certain
long-term goals over assessment periods that are at least one year in length. The first cash payment, if any, is based on two performance targets:
(1) top-line revenue growth for the annual business year and (2) the successful completion of our initial public offering of ADSs on the New
York Stock Exchange on or before March 31, 2014. The ensuing assessment periods are each two years in duration and payments are based on
two performance targets: (1) top-line revenue growth and (2) an increase in the average closing price of our listed ADSs over the initial public
offering price during any 120-day period. Award Units bear certain forfeiture risks for the beneficiary, and payments under each Award Unit
are due only if we continue to employ the beneficiary at the time of the close of the relevant assessment period.
The LTCIP has a maximum distributable amount over the five-year period of €5,000,000. After the first assessment, up to 20% of the total
distributable amount may be distributed based on actual performance in relation to the relevant performance targets. After the second
assessment, 40% of the total distributable amount may be awarded, and after the third and final assessment, an additional 40% of the total
distributable amount may be awarded. The relevant weighting of the performance targets after each assessment period to arrive at the cash
award, if any, will be made in our management board's sole discretion based on our actual performance with respect to each target. Our
management board, in consultation with our supervisory board, may change the performance targets applicable to any assessment period to
reflect actual performance based on other acceptable performance metrics that are set forth in the LTCIP and/or may extend the timeline for the
accomplishment of the performance targets into the next assessment period in light of the circumstances arising at such time. The performance
targets are not designed to be minimum thresholds that must be met before an award may be declared for the assessment period. Our
management board may declare a cash award under the LTCIP for such period if the management board, in consultation with our supervisory
board, believes that our actual performance, while not attaining one or more of the specified targets, is nevertheless material and merits an
award. Additionally, our supervisory board may amend or terminate the LTCIP in its sole discretion at any time in its exercise of good faith
judgment.
We expect to make the first payments to the selected employee beneficiaries under the LTCIP in April 2014.
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PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth information, as of March 1, 2014, regarding the beneficial ownership of our ordinary shares: (i) immediately
prior to the consummation of this offering and (ii) as adjusted to reflect the sale of our ADSs in this offering, for:
•
members of our supervisory board;
•
members of our management board;
•
members of our supervisory and management boards as a group;
•
each person who is known by us to own beneficially more than 5% of our outstanding ordinary shares as of March 1, 2014;
and
•
each selling shareholder.
The column entitled "Ordinary Shares Beneficially Owned Prior to the Offering — Percent" is based on 3,120,000 ordinary shares outstanding
as of March 1, 2014. The columns entitled "Ordinary Shares Beneficially Owned After the Offering — Excluding Exercise of
Over-Allotment — Percent" and "Ordinary Shares Beneficially Owned After the Offering — Including Exercise of Over-Allotment —
Percent" are both based on 3,720,000 ordinary shares to be issued and outstanding immediately after the closing of this offering.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days
of March 1, 2014, including through the vesting of deferred share awards, exercise of any option, warrant or other right or the conversion of
any other security. These shares, however, are not included in the
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computation of the percentage ownership of any other person. Unless otherwise indicated, the business address of each such person is c/o
voxeljet AG, Paul-Lenz Straße 1, 86316 Friedberg, Germany.
Ordinary Shares Beneficia
Owned After this Offerin
Ordinary Shares
Beneficially Owned
Prior to this
Offering
Ordinary
Shares
Sold in
this
Offering
Excluding
Exercise of
Over-Allotment
Inclu
Exerc
Over-A
5% Shareholders and
Members of our Supervisory
and Management Boards
Percent
Number (1)
Number
(1)
Number
Percent
Number
Franz Industriebeteiligungen AG
(2)
Startkapital-Fonds
Augsburg GmbH (3)
AleSta Beteiligungs GmbH (4)
Technologie Beteiligungsfonds
Bayern GmbH & Co. KG (5)
Dr. Ingo Ederer (6)
Rudolf Franz (7)
Prof. Dr. Joachim Heinzl
Peter Nietzer
Dr. Stefan Söhn
All Members of our Supervisory
and Management Boards as a
Group (5 persons):
274,625
8.8 %
33,800
240,825
6.5 %
220,545
274,625
203,125
8.8 %
6.5 %
33,800
25,000
240,825
178,125
6.5 %
4.8 %
220,545
163,125
183,625
612,645
274,625
76,375
0
0
5.9 %
19.6 %
8.8 %
2.4 %
—
—
22,600
75,400
33,800
9,400
0
0
161,025
537,245
240,825
66,975
0
0
4.3 %
14.4 %
6.5 %
1.8 %
—
—
147,465
492,005
220,545
61,335
0
0
963,625
30.9 %
118,600
845,045
22.7 %
773,885
*
Represents beneficial ownership of less than one percent (1%) of our outstanding ordinary shares.
(1)
Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all ordinary shares shown as beneficially
owned by them, subject to community property laws where applicable and to the information contained in the footnotes to this table.
(2)
Rudolf Franz and Bärbel Franz are the Managing Directors of Franz Industriebeteiligungen AG and have shared power to vote, hold and dispose of the shares
held by it. Bärbel Franz is the spouse of Rudolf Franz. The address for Franz Industriebeteiligungen AG is Am Silbermannpark 1b, 86161 Augsburg, Germany.
Prior to our initial public offering, Franz Industriebeteiligungen AG was the beneficial owner of 16.9% of our outstanding ordinary shares.
(3)
Marcus Wagner is the managing director of Startkapital-Fonds Augsburg GmbH and has the sole power to vote, hold and dispose of shares held by it. The address
for Startkapital-Fonds Augsburg GmbH is Stettenstraße 1, 86150 Augsburg, Germany. Prior to our initial public offering, Startkapital-Fonds Augsburg GmbH
was the beneficial owner of 16.9% of our outstanding ordinary shares.
(4)
Alexander Stärker is the managing director of AleSta Beteiligungs GmbH and has the sole power to vote, hold and dispose of shares held by it. The address for
AleSta Beteiligungs GmbH is Brunnenlechgaesschen 1, 86161 Augsburg, Germany. Prior to our initial public offering, AleSta Beteiligungs GmbH was the
beneficial owner of 12.5% of our outstanding ordinary shares.
(5)
Technologie Beteiligungsfonds Bayern Verwaltungs GmbH is the general partner of Technologie Beteiligungsfonds Bayern GmbH & Co. KG. Roman Huber and
Dr. Georg Ried are the managing directors of Technologie Beteiligungsfonds Bayern Verwaltungs GmbH and have shared power to vote, hold and dispose of the
shares held by it. The address for Technologie Beteiligungsfonds Bayern GmbH & Co. KG is Ländgasse 135 a, 84028 Landshut, Germany. Prior to our initial
public offering, Technologie Beteiligungsfonds Bayern GmbH & Co. KG was the beneficial owner of 11.3% of our outstanding ordinary shares.
(6)
Prior to our initial public offering, Dr. Ingo Ederer was the beneficial owner of 37.7% of our outstanding ordinary shares.
(7)
Consists entirely of ordinary shares held by Franz Industriebeteiligungen AG.
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As of March 1, 2014, there were seven holders of record entered in our share register. Citibank, N.A., the depositary, is a U.S. resident and the
holder of record of the ordinary shares that underlie our ADSs. Each ADS represents one-fifth of an ordinary share. As of March 1, 2014,
Citibank, N.A. held 1,495,000 ordinary shares representing 47.9% of the issued share capital at that date. Other than Citibank, N.A., we do not
believe that any of our other holders of record is a U.S. resident. The number of holders of record is based exclusively upon our share register
and does not address whether a share or shares may be held by the holder of record on behalf of more than one person or institution who may
be deemed to be the beneficial owner of a share or shares in our company.
None of our shareholders will have different voting rights from other shareholders after the closing of this offering. We are not aware of any
arrangement that may, at a subsequent date, result in a change of control of our company.
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DESCRIPTION OF SHARE CAPITAL
The following description is a summary of certain information relating to our share capital as well as certain provisions of our articles of
association and the German Stock Corporation Act ( Aktiengesetz ). Unless stated otherwise, the description insofar as it relates to our articles
of association is based on the amended version of our articles of association as of
, 2014, which is expected to be registered in the
commercial register in due course prior to the completion of this offering. This summary does not purport to be complete and speaks as of the
date of this prospectus. Copies of the articles of association will be publicly available from the commercial register ( Handelsregister ) of the
local court in Augsburg, Germany, electronically at www.unternehmensregister.de and as an exhibit to the Registration Statement of which this
prospectus forms a part.
Share Capital
As of the date of this prospectus, we have share capital registered in the commercial register in the amount of €
, which is divided
into
ordinary registered shares ( Namensaktien ). All shares are no par-value shares ( Stückaktien ohne Nennbetrag ).
Incorporation of the Company
The legal predecessor of our company was founded as Generis GmbH on May 5, 1999 by our founders, Dr. Ingo Ederer, Prof. Dr. Joachim
Heinzl and Rainer Höchsmann. The incorporation was registered with the commercial register of the local court ( Amtsgericht ) of Augsburg
under the number HRB 17081 on May 25, 1999.
By a shareholders' resolution as of November 18, 2003, the name of our company was changed from Generis GmbH to Voxeljet
Technology GmbH. The name change was registered with the commercial register of the local court of Augsburg on January 7, 2004.
On July 2, 2013, the former shareholders of Voxeljet Technology GmbH, Startkapital-Fonds Augsburg GmbH, Technologie Beteiligungsfonds
Bayern GmbH & Co. KG, Franz Industriebeteiligungen AG, Dr. Ingo Ederer, Prof. Dr. Joachim Heinzl and AleSta Beteiligungs GmbH
incorporated VXLT 2013 AG, which was registered in the commercial register of the local court of Augsburg on July 11, 2013 under number
HRB 27999. Upon its incorporation, VXLT 2013 AG had a nominal share capital amounting to €50,000.
Voxeljet Technology GmbH was subsequently merged by way of merger through assumption into VXLT 2013 AG on July 29, 2013 effective
as of September 12, 2013 upon registration of the merger in the commercial register of the surviving entity, VXLT 2013 AG. The merger had
retroactive effect as of January 1, 2013. As part of the merger, VXLT 2013 AG changed its name to voxeljet AG effective upon the registration
of the merger in the commercial register. By way of merger through assumption, voxeljet AG, as the surviving entity, has taken over all assets
and liabilities of Voxeljet Technology GmbH by universal assumption and accession under German mandatory law, and Voxeljet
Technology GmbH ceased to exist. As a result of the merger, voxeljet AG increased its share capital by €1,950,000, from €50,000 to
€2,000,000 by issuing ordinary shares to the shareholders of the contributing entity, Voxeljet Technology GmbH, as compensation for the
transfer and merger of Voxeljet Technology GmbH into voxeljet AG.
Since the merger was concluded within two years after the incorporation of voxeljet AG, the merger is considered to be a post-incorporation
acquisition contract ( Nachgründungsvertrag ), which must be registered in the local commercial register with the local court of Augsburg in
order to be valid pursuant to Section 67 of the German Transformation Act ( Umwandlungsgesetz ) in connection with
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Section 52 AktG. We have complied with the respective requirements under German law, and the merger agreement was duly registered as a
post-incorporation acquisition contract on September 12, 2013.
Two of our current shareholders, Startkapital-Fonds Augsburg GmbH and Technologie Beteiligungsfonds Bayern GmbH & Co. KG, used to be
silent partners ( stille Gesellschafter ) in our legal predecessor, Voxeljet Technology GmbH. The silent partnership with Startkapital-Fonds
Augsburg GmbH was terminated on November 18, 2003, on which date Startkapital-Fonds Augsburg GmbH and Technologie
Beteiligungsfonds Bayern GmbH & Co. KG became direct shareholders in Voxeljet Technology GmbH. The silent partnership with
Technologie Beteiligungsfonds Bayern GmbH & Co. KG was terminated on April 30, 2007.
Form, Certification and Transferability of the Shares
Our shares are in registered form. The form and contents of our share certificates, any dividend certificates, renewal certificates and interest
coupons are determined by our management board with the approval of our supervisory board. A shareholder's right to certificated shares is
excluded, to the extent permitted by law and to the extent certification is not required by the stock exchange on which the shares are admitted to
trading. We are permitted to issue share certificates that represent one or more shares.
All of our outstanding shares are no par-value ordinary registered shares. Under German law, if a resolution regarding a capital increase does
not specify whether such increase will be in bearer or registered form, the new shares resulting from such capital increase will be no par-value
ordinary registered shares by default. Any resolution regarding a capital increase may determine the profit participation of the new shares
resulting from such capital increase.
Our shares are freely transferable under German law, with the transfer of ownership governed by the rules of the relevant clearing system.
General Information on Capital Measures
Pursuant to our articles of association, an increase of our share capital generally requires a resolution passed at our shareholders' meeting with
both a simple majority of the share capital represented at the relevant shareholders' meeting and a simple majority of the votes cast. The
shareholders at such meeting may authorize our management board to increase our share capital with the consent of our supervisory board
within a period of five years by issuing shares for a certain total amount ( genehmigtes Kapital or authorized capital), which is a concept under
German law that enables us to issue shares without going through the process of obtaining a shareholders' resolution.
Furthermore, our shareholders may resolve to amend or create conditional capital ( bedingtes Kapital ); however, they may do so only to issue
conversion or subscription rights to holders of convertible bonds, in preparation for a merger with another company or to issue subscription
rights to employees and members of the management of our company or of an affiliated company by way of a consent or authorization
resolution.
According to German law, any resolution pertaining to the creation of authorized or conditional capital requires the vote of at least
three-quarters of the share capital represented at the relevant shareholders' meeting and a simple majority of the votes cast. The shareholders
may also resolve to increase the share capital from company resources by converting capital reserve and profit reserves into share capital.
Pursuant to our articles of association, any resolution pertaining to an increase in share
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capital from company resources requires the vote of a simple majority of the share capital represented at the relevant shareholders' meeting and
a simple majority of the votes cast.
The aggregate nominal amount of the authorized capital created by the shareholders may not exceed one-half of the share capital existing at the
time of registration of the authorized capital with the commercial register.
According to German law, the aggregate nominal amount of the conditional capital created at the shareholders' meeting may not exceed
one-half of the share capital existing at the time of the shareholders' meeting adopting such resolution. The aggregate nominal amount of the
conditional capital created for the purpose of granting subscription rights to employees and members of the management of our company or of
an affiliated company may not exceed 10% of the share capital existing at the time of the shareholders' meeting adopting such resolution.
Any resolution relating to a reduction of our share capital requires the vote of at least three-quarters of the share capital represented at the
relevant shareholders' meeting as well as a simple majority of the votes cast according to mandatory German law.
Changes in Our Share Capital during the Last Three Fiscal Years
As of July 2, 2013, the date of the incorporation of voxeljet AG, our share capital as registered with the commercial register amounted to
€50,000. Since then, our share capital has changed as follows:
•
As a result of the merger of Voxeljet Technology GmbH into voxeljet AG, voxeljet AG increased its share capital by
€1,950,000, from €50,000 to €2,000,000 by issuing 1,950,000 ordinary shares to the shareholders of the contributing entity,
Voxeljet Technology GmbH, as compensation for the transfer and merger of Voxeljet Technology GmbH into voxeljet AG.
•
By resolution of the shareholders' meeting of voxeljet AG held on October 11, 2013, our share capital was increased against
contribution in cash from €2,000,000 to €3,120,000 under exclusion of the statutory subscription rights of the shareholders.
The implementation of this capital increase was registered with the commercial register on October 17, 2013. The ordinary
shares that were issued pursuant to this capital increase, as represented by the respective ADSs, formed part of our initial
public offering.
•
By resolution of our management board with approval of our supervisory board, our share capital was increased against
contribution in cash by up to €1,560,000 from €3,120,000 to up to €4,680,000. Our articles of association authorize the
management board, with the approval of the supervisory board, to increase the share capital up to a certain amount without a
shareholder resolution being required. Our shareholders, other than the depositary, have irrevocably waived their statutory
subscription rights with regard to the new shares that are issued pursuant to this capital increase. The management board, with
the approval of the supervisory board, decided on April 4, 2014 that the capital increase will be executed in the amount of
€600,000. Citigroup Global Markets Limited has subscribed for all 600,000 new, non-par value registered shares with the
obligation to offer such shares to existing shareholders who exercise their subscription rights on a pro rata basis to their
existing shareholdings in the Company. All shares for which subscription rights were waived or have lapsed will be allocated
to Citigroup Global Markets Limited and will, as represented by the respective ADSs, form part of this offering. It is
anticipated that the implementation of this capital increase will be registered with the commercial register on or about
April 10, 2014.
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Authorized Capital
Our authorized capital as of the date of this prospectus amounted to €
and was created by the resolution of our shareholders' meeting on
October 11, 2013. Under this authorized capital, the management board is authorized, subject to the consent of the supervisory board, to
increase the company's share capital by up to €
through one or more issuances on or before October 10, 2018 by issuance
of
new no par-value shares against cash contributions and/or contributions in kind ( Genehmigtes Kapital ). With the consent of the
supervisory board, the management board is authorized to exclude the shareholders' subscription rights in the following circumstances:
•
to exclude fractional amounts resulting from the subscription ratio from the statutory subscription right of the shareholders;
•
in the case of increases of the share capital against contributions in kind, in particular, but without limitation, to acquire
companies, divisions of companies or interests in companies; or
•
in the case that the increase of the share capital is against contributions in cash, and provided that the issue price of the new
shares is not substantially lower (as defined in the German Stock Corporation Act) than the stock exchange price for our
shares of the same class and having the same conditions already listed at the time of the final determination of the issue price,
and further provided that the amount of the share capital represented by the shares issued under the exclusion of the statutory
subscription right granted pursuant to German law does not exceed 10% of the share capital at the time of this authorization
coming into effect or being exercised. The 10% threshold shall include new or treasury shares of our company which are
issued or transferred during the term of this authorized capital on another legal basis under the exclusion of the statutory
subscription rights granted pursuant to German law.
Subscription Rights
According to the German Stock Corporation Act, every shareholder is generally entitled to subscription rights (commonly known as
preemptive rights) to any new shares issued within the framework of a capital increase, including convertible bonds, bonds with warrants,
profit-sharing rights or income bonds in proportion to the number of shares he or she holds in the corporation's existing share capital. Under
German law, these rights do not apply to shares issued out of conditional capital. A minimum subscription period of two weeks must be
provided for the exercise of such subscription rights.
Under German law, the shareholders' meeting may pass a resolution excluding subscription rights if at least three-quarters of the share capital
represented adopts the resolution. To exclude subscription rights, the management board must also make a report available to the shareholders
justifying the exclusion and demonstrating that the company's interest in excluding the subscription rights outweighs the shareholders' interest
in having them. In addition to approval by the general shareholders' meeting, the exclusion of subscription rights requires a justification. The
justification must be based on the principle that our interest in excluding subscription rights outweighs the shareholders' interest in their
subscription rights and may be subject to judicial review. Accordingly, under German law, the exclusion of subscription rights upon the
issuance of new shares is permitted, in particular, if we increase the share capital against cash contributions, if the amount of the capital
increase does not exceed 10% of the existing share capital and the issue price of the new shares is not significantly lower than the market price
of our shares.
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The authorization of the management board to issue convertible bonds or other securities convertible into shares must be limited to a period not
exceeding five years as of the respective shareholder resolution.
Shareholders' Meetings, Resolutions and Voting Rights
Pursuant to our articles of association, shareholders' meetings may be held at our registered offices, at the registered seat of a German stock
exchange or in a German city with more than 100,000 inhabitants. In general, shareholders' meetings are convened by our management board.
The supervisory board is additionally required to convene a shareholders' meeting in cases where this is required under binding statutory law (
i.e. , if this is in the best interest of our company). In addition, shareholders who, individually or as a group, own at least 5% of our share
capital may request that our management board convene a shareholders' meeting. If our management board does not convene a shareholders'
meeting upon such a request, the shareholders may petition the competent German court for authorization to convene a shareholders' meeting.
Pursuant to our articles of association, the notice of the convening of a shareholders' meeting must be made public at least 36 days prior to the
meeting. Shareholders who, individually or as a group, own at least 5% or €500,000 of our share capital may require that modified or additional
items be added to the agenda of the shareholders' meeting and that these items be published before the shareholders' meeting takes place.
Under German law, our annual general shareholders' meeting must take place within the first eight months of each fiscal year. Among other
things, the general shareholders' meeting is required to decide on the following issues:
•
appropriation and use of annual net income;
•
discharge or ratification of the actions taken by the members of our management board and our supervisory board;
•
the approval of our statutory auditors;
•
increases or decreases in our share capital;
•
the election of supervisory board members; and
•
to the extent legally required, the approval of our financial statements.
Each share carries one vote at a shareholders' meeting.
Our articles of association provide in Article 19 that the resolutions of the shareholders' meeting are adopted by a simple majority of the votes
cast. To the extent required by law, certain resolutions may have to be approved by a simple majority of share capital represented at the
meeting, in addition to the majority of votes cast.
Neither the German laws nor our articles of association provide for a minimum participation for a quorum for our shareholders' meetings.
Under German law, certain resolutions of fundamental importance require the vote of at least three-quarters of the share capital present or
represented in the voting at the time of adoption of the
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resolution. Resolutions of fundamental importance include, in particular, capital increases with exclusion of subscription rights, capital
decreases, the creation of authorized or conditional share capital, the dissolution of a company, a merger into or with another company,
split-offs and split-ups, the conclusion of inter-company agreements ( Unternehmensverträge ), in particular control agreements (
Beherrschungsverträge ) and profit and loss transfer agreements ( Ergebnisabführungsverträge ), and a change of the legal form of a company.
Our annual general shareholders' meeting for 2014 is scheduled to be held on May 27, 2014.
Dividend Rights
Under German law, distributions of dividends on shares for a given fiscal year are generally determined by a process in which the management
board and supervisory board submit a proposal to our annual general shareholders' meeting held in the subsequent fiscal year and such annual
general shareholders' meeting adopts a resolution. German law provides that a resolution concerning dividends and distribution thereof may be
adopted only if the company's unconsolidated financial statements under the applicable law show net retained profits. In determining the profit
available for distribution, the result for the relevant year must be adjusted for profits and losses brought forward from the previous year and for
withdrawals from or transfers to reserves. Certain reserves are required by law and must be deducted when calculating the profit available for
distribution.
Shareholders participate in profit distributions in proportion to the number of shares they hold. Dividends on shares resolved by the general
shareholders' meeting are paid annually, shortly after the general shareholders' meeting, in compliance with the rules of the respective clearing
system. Dividend payment claims are subject to a three-year statute of limitation in the company's favor.
Liquidation Rights
Apart from liquidation as a result of insolvency proceedings, we may be liquidated only with a vote of the holders of at least three-quarters of
the share capital represented at the shareholders' meeting at which such a vote is taken. If we are liquidated, any assets remaining after all of
our liabilities have been paid off would be distributed among our shareholders in proportion to their holdings in accordance with German
statutory law. The German Stock Corporation Act provides certain protections for creditors which must be observed in the event of liquidation.
Authorization to Acquire Our Own Shares
The shareholders' meeting adopted a resolution on October 11, 2013 authorizing the management board, for a period until October 10, 2018,
subject to the consent of the supervisory board and provided it complies with the legal requirement of equal treatment, to purchase our shares in
an amount up to 10% of our total share capital. The shares may be purchased by means of a sale on a stock exchange or an offer to all
shareholders in one or more tranches and may be used for any purpose permitted by law. The management board is authorized to redeem the
purchased shares without further resolution by the shareholders' meeting. The management board is also authorized to sell the purchased shares
in other ways than a sale on a stock exchange or an offer to all shareholders under full or partial exclusion of the statutory subscription rights of
the shareholders with the supervisory board's consent as follows: (i) to exclude shareholders' subscription rights for fractional amounts, (ii) by
selling the purchased shares against consideration, (iii) by selling the purchased shares against cash consideration, if the consideration is not
significantly lower than the market price at the time of the sale and (iv) to satisfy our obligations from option or conversion rights or conversion
obligations (or combinations of these instruments) which grant a conversion or option right or an obligation to convert.
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Squeeze-Out of Minority Shareholders
Under German law, the shareholders' meeting of a stock corporation may resolve upon request of a shareholder that holds at least 95% of the
share capital that the shares held by any remaining minority shareholders be transferred to this shareholder against payment of "adequate cash
compensation" ( Ausschluss von Minderheitsaktionären) . This amount must take into account the full value of the company at the time of the
resolution, which is generally determined using the future earnings value method ( Ertragswertmethode ).
Objects and Purposes of Our Company
Our business purpose, as described in section 2 of our articles of association, is the development, production and distribution of 3D printers, 3D
printing systems, three dimensional moulds, models and other 3D printing solutions and 3D products of materials of all kinds as well as supply
of related services in that field including web-based sales.
We may engage in all business activities which serve, directly or indirectly, our business purpose. In particular, we are allowed to invest in,
acquire interests in and dispose of other companies, and to establish domestic and foreign branch offices and subsidiaries. Furthermore, we may
enter into agreements with our affiliates and third parties against consideration in the context of acting as a management holding company or
operational holding company by way of direct or indirect corporate governance, management and administration of our affiliates.
Registration of the Company with Commercial Register
We are a German stock corporation ( Aktiengesellschaft , or AG ) that is organized under the laws of Germany. On July 11, 2013, our company
was registered in the commercial register of Augsburg, Germany under the number HRB 27999.
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DESCRIPTION OF AMERICAN DEPOSITARY SHARES
Citibank, N.A., or Citibank, has agreed to act as the depositary for the American Depositary Shares. Citibank's depositary offices are located at
388 Greenwich Street, New York, New York 10013. American Depositary Shares are frequently referred to as "ADSs" and represent
ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as
"American Depositary Receipts" or "ADRs." The depositary typically appoints a custodian to safekeep the securities on deposit. In this case,
the custodian is Citigroup Global Markets Deutschland AG, located at Reuterweg 16, 60323 Frankfurt, Germany.
We have appointed Citibank as depositary pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SEC under
cover of a Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC's Public Reference Room at
100 F Street, N.E., Washington, DC 20549 and from the SEC's website at www.sec.gov . Please refer to Registration Number 333-191526 when
retrieving such copy.
We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner of ADSs. Please
remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of
ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit
agreement in its entirety.
Each ADS represents the right to receive, and to exercise the beneficial ownership interest in, one-fifth of an ordinary share on deposit with the
custodian. An ADS also represents the right to receive any other property received by the depositary or the custodian on behalf of the owner of
the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations. The custodian, the
depositary and their respective nominees will hold all deposited property for the benefit of the holders and beneficial owners of ADSs. The
deposited property does not constitute the proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership in the
deposited property will under the terms of the deposit agreement be vested in the beneficial owners of the ADSs. The depositary, the custodian
and their respective nominees will be the record holders of the deposited property represented by the ADSs for the benefit of the holders and
beneficial owners of the corresponding ADSs. A beneficial owner of ADSs may or may not be the holder of ADSs. Beneficial owners of ADSs
will be able to exercise beneficial ownership interests in the deposited property only through the registered holders of the ADSs, by the
registered holders of the ADSs (on behalf of the applicable ADS owners) only through the depositary, and by the depositary (on behalf of the
owners of the corresponding ADSs) directly, or indirectly through the custodian or their respective nominees, in each case upon the terms of
the deposit agreement.
If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and to the terms of
any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and
obligations as owner of ADSs and those of the depositary. As an ADS holder you appoint the depositary to act on your behalf in certain
circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of ordinary
shares will continue to be governed by the laws of Germany, which may be different from the laws in the United States.
In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain
circumstances. You are solely responsible for complying with such reporting requirements and obtaining such approvals. Neither the
depositary, the custodian, us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on
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your behalf to satisfy such reporting requirements or obtain such regulatory approvals under applicable laws and regulations.
As an owner of ADSs, we will not treat you as one of our shareholders and you will not have direct shareholder rights. The depositary will hold
on your behalf the shareholder rights attached to the ordinary shares underlying your ADSs. As an owner of ADSs you will be able to exercise
the shareholders rights for the ordinary shares represented by your ADSs through the depositary only to the extent contemplated in the deposit
agreement. To exercise any shareholder rights not contemplated in the deposit agreement you will, as an ADS owner, need to arrange for the
cancellation of your ADSs and become a direct shareholder.
As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping
account, or through an account established by the depositary in your name reflecting the registration of uncertificated ADSs directly on the
books of the depositary (commonly referred to as the "direct registration system," or DRS). The direct registration system reflects the
uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the DRS, ownership of ADSs is evidenced by periodic
statements issued by the depositary to the holders of the ADSs. The DRS includes automated transfers between the depositary and The
Depository Trust Company, or DTC, the central book-entry clearing and settlement system for equity securities in the United States. If you
decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert
your rights as ADS owner. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC.
The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with
your broker or bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in
the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in
your name and, as such, we will refer to you as the "holder." When we refer to "you," we assume the reader owns ADSs and will own ADSs at
the relevant time.
The registration of the ordinary shares in the name of the depositary or the custodian shall, to the maximum extent permitted by applicable law,
vest in the depositary or the custodian the record ownership in the applicable ordinary shares with the beneficial ownership rights and interests
in such ordinary shares being at all times vested with the beneficial owners of the ADSs representing the ordinary shares. The depositary or the
custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited property, in each case only on behalf of the
holders and beneficial owners of the ADSs representing the deposited property.
Dividends and Distributions
As a holder of ADSs, you generally have the right to receive the distributions we make on the securities deposited with the custodian. Your
receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs will receive such
distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of a specified record date, after deduction
of the applicable fees, taxes and expenses.
Distributions of Cash
Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon
receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds to be converted into U.S. dollars and for
the distribution of the U.S. dollars to the holders, subject to the laws and regulations of Germany.
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The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The depositary
will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian in
respect of securities on deposit.
The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the
deposit agreement. The depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the
applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary holds must be escheated
as unclaimed property in accordance with the laws of the relevant states of the United States.
Distributions of Ordinary Shares
Whenever we make a free distribution of ordinary shares for the securities on deposit with the custodian, we will deposit the applicable number
of ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute to holders new ADSs
representing the ordinary shares deposited or modify the ADS-to-ordinary shares ratio, in which case each ADS you hold will represent rights
and interests in the additional ordinary shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and
the proceeds of such sale will be distributed as in the case of a cash distribution.
The distribution of new ADSs or the modification of the ADS-to-ordinary shares ratio upon a distribution of ordinary shares will be made net
of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes
or governmental charges, the depositary may sell all or a portion of the new ordinary shares so distributed.
No such distribution of new ADSs will be made if it would violate a law ( i.e. , the U.S. securities laws) or if it is not operationally practicable.
If the depositary does not distribute new ADSs as described above, it may sell the ordinary shares received upon the terms described in the
deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.
Distributions of Rights
Whenever we intend to distribute rights to purchase additional ordinary shares, we will give prior notice to the depositary and we will assist the
depositary in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders.
The depositary will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders to exercise such
rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation
contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses,
taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The depositary is not obligated to
establish procedures to facilitate the distribution and exercise by holders of rights to purchase new ordinary shares other than in the form of
ADSs.
The depositary will not distribute the rights to you if:
•
we do not timely request that the rights be distributed to you or we request that the rights not be distributed to you;
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•
we fail to deliver satisfactory documents to the depositary; or
•
it is not reasonably practicable to distribute the rights.
The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of
such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, it will allow the rights to
lapse.
Elective Distributions
Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional ADSs, we will give prior
notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. In such case, we will
assist the depositary in determining whether such distribution is lawful and reasonably practicable.
The depositary will make the election available to you only if it is reasonably practicable and if we have provided all of the documentation
contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect to receive either cash or
additional ADSs, in each case as described in the deposit agreement.
If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a shareholder in Germany
would receive upon failing to make an election, as more fully described in the deposit agreement.
Other Distributions
Whenever we intend to distribute property other than cash, ordinary shares or rights to purchase ordinary shares, we will notify the depositary
in advance and will indicate whether we wish such distribution to be made to you. If so, we will assist the depositary in determining whether
such distribution to holders is lawful and reasonably practicable.
If it is reasonably practicable to distribute such property to you and if we provide all of the documentation contemplated in the deposit
agreement, the depositary will distribute the property to the holders in a manner it deems practicable.
The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit
agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received.
The depositary will not distribute the property to you and will sell the property if:
•
we do not request that the property be distributed to you or if we ask that the property not be distributed to you;
•
we do not deliver satisfactory documents to the depositary; or
•
the depositary determines that all or a portion of the distribution to you is not reasonably practicable.
The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.
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Redemption
Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary in advance. If it is practicable
and if we provide all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the redemption to the
holders.
The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary
will convert the redemption funds received into U.S. dollars upon the terms of the deposit agreement and will establish procedures to enable
holders to receive the net proceeds from the redemption upon surrender of their ADSs to the depositary. You may have to pay fees, expenses,
taxes and other governmental charges upon the redemption of your ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will
be selected by lot or on a pro rata basis, as the depositary may determine.
Changes Affecting Ordinary Shares
The ordinary shares held on deposit for your ADSs may change from time to time. For example, there may be a change in nominal or par value,
a split-up, cancellation, consolidation or any other reclassification of such ordinary shares or a recapitalization, reorganization, merger,
consolidation or sale of assets of us.
If any such change were to occur, your ADSs would, to the extent permitted by law, represent the right to receive the property received or
exchanged in respect of the ordinary shares held on deposit. The depositary may in such circumstances deliver new ADSs to you, amend the
deposit agreement, the ADRs and the applicable Registration Statement(s) on Form F-6, call for the exchange of your existing ADSs for new
ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the ordinary shares. If the depositary may
not lawfully distribute such property to you, the depositary may sell such property and distribute the net proceeds to you as in the case of a cash
distribution.
Issuance of ADSs upon Deposit of Ordinary Shares
Upon the completion of this offering, the share certificates representing the ordinary shares that are being offered for sale by us and the selling
shareholders pursuant to this prospectus will be deposited with the custodian. Upon receipt of confirmation of such deposit, the depositary will
issue the ADSs to the underwriters named in this prospectus.
After the closing of this offering, the depositary may create ADSs on your behalf if you or your broker deposit ordinary shares with the
custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges
and taxes payable for the transfer of the ordinary shares to the custodian. Your ability to deposit ordinary shares and receive ADSs may be
limited by U.S. and German legal considerations applicable at the time of deposit.
The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals have been given
and that the ordinary shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole numbers.
When you make a deposit of ordinary shares, you will be responsible for transferring good and valid title to the depositary. As such, you will be
deemed to represent and warrant that:
•
the ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained;
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•
all preemptive (and similar) rights, if any, with respect to such ordinary shares have been validly waived or exercised;
•
you are duly authorized to deposit the ordinary shares;
•
the ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or
adverse claim, and are not, and the ADSs issuable upon such deposit will not be, "restricted securities" (as defined in the
deposit agreement); and
•
the ordinary shares presented for deposit have not been stripped of any rights or entitlements.
If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and expense, take any and all
actions necessary to correct the consequences of the misrepresentations.
Transfer, Combination and Split Up of ADRs
As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfers of ADRs,
you will have to surrender the ADRs to be transferred to the depositary and also must:
•
ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer;
•
provide such proof of identity and genuineness of signatures as the depositary deems appropriate;
•
provide any transfer stamps required by the State of New York or the United States; and
•
pay all applicable fees, charges and expenses imposed by the transfer agent in connection with the processing of certificated
securities, as well as all applicable taxes and other government charges payable by ADR holders.
To have your ADRs either combined or split up, you must surrender the ADRs in question to the depositary with your request to have them
combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms of the deposit
agreement, upon a combination or split up of ADRs.
Withdrawal of Ordinary Shares Upon Cancellation of ADSs
As a holder, you will be entitled to present your ADSs to the depositary for cancellation and then receive the corresponding number of
underlying ordinary shares at the custodian's offices. Your ability to withdraw the ordinary shares may be limited by U.S. and German
considerations applicable at the time of withdrawal. In order to withdraw the ordinary shares represented by your ADSs, you will be required to
pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the ordinary shares being
withdrawn. You assume the risk for delivery of all funds and securities upon withdrawal. Once canceled, the ADSs will not have any rights
under the deposit agreement.
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If you hold ADSs registered in your name, the depositary may ask you to provide proof of identity and genuineness of any signature and such
other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the ordinary shares represented by
your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please
keep in mind that the depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit.
You will have the right to withdraw the securities represented by your ADSs at any time except for:
•
temporary delays that may arise because (i) the transfer books for the ordinary shares or ADSs are closed, or (ii) ordinary
shares are immobilized on account of a shareholders' meeting or a payment of dividends;
•
obligations to pay fees, taxes and similar charges; or
•
restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.
The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except to comply with
mandatory provisions of law.
Voting Rights
As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for the ordinary
shares represented by your ADSs. The voting rights of holders of ordinary shares are described in the section entitled "Description of Share
Capital — Shareholders' Meetings, Resolutions and Voting Rights" in this prospectus.
At our request, the depositary will distribute to you any notice of a shareholders' meeting received from us together with information explaining
how to instruct the depositary to exercise the voting rights of the securities represented by ADSs.
If the depositary timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities (in person or by proxy)
represented by the holder's ADSs in accordance with such voting instructions.
Please note that the ability of the depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of
the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the
depositary in a timely manner. Securities for which no voting instructions have been received will not be voted.
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Fees and Charges
As an ADS holder, you will be required to pay the following fees under the terms of the deposit agreement:
Service
(1) Issuance of ADSs upon deposit of shares (excluding issuances as
a result of distributions of shares described in (4) below)
Fees
Up to U.S. 5¢ per ADS issued
(2) Cancellation of ADSs
Up to U.S. 5¢ per ADS canceled
(3) Distribution of cash dividends or other cash distributions ( i.e. ,
sale of rights or other entitlements)
Up to U.S. 5¢ per ADS held
(4) Distribution of ADSs pursuant to (i) stock dividends or other free
stock distributions or (ii) exercise of rights to purchase additional
ADSs.
Up to U.S. 5¢ per ADS held
(5) Distribution of securities other than ADSs or rights to purchase
additional ADSs ( i.e. , spin-off shares)
Up to U.S. 5¢ per ADS held
(6) ADS Services
Up to U.S. 5¢ per ADS held on the applicable record date(s)
established by the depositary
As an ADS holder you will also be responsible to pay certain charges such as:
•
taxes (including applicable interest and penalties) and other governmental charges;
•
the registration fees as may from time to time be in effect for the registration of ordinary shares on the share register and
applicable to transfers of ordinary shares to or from the name of the custodian, the depositary or any nominees upon the
making of deposits and withdrawals, respectively;
•
certain cable, telex and facsimile transmission and delivery expenses;
•
the expenses and charges incurred by the depositary in the conversion of foreign currency;
•
the fees and expenses incurred by the depositary in connection with compliance with exchange control regulations and other
regulatory requirements applicable to ordinary shares, ADSs and ADRs; and
•
the fees and expenses incurred by the depositary, the custodian, or any nominee in connection with the servicing or delivery
of deposited property.
ADS fees and charges payable upon (i) deposit of ordinary shares against issuance of ADSs and (ii) surrender of ADSs for cancellation and
withdrawal of ordinary shares are charged to the person to whom the ADSs are delivered (in the case of ADS issuances) and to the person who
delivers the ADSs for cancellation (in the case of ADS cancellations). In the case of ADSs issued by the depositary into
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DTC or presented to the depositary via DTC, the ADS issuance and cancellation fees and charges are charged to the DTC participant(s)
receiving the ADSs or the DTC participant(s) surrendering the ADSs for cancellation, as the case may be, on behalf of the beneficial owner(s)
and will be charged by the DTC participant(s) to the account(s) of the applicable beneficial owner(s) in accordance with the procedures and
practices of the DTC participant(s) as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are
charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and
charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of
the ADS record date will be invoiced for the amount of the ADS fees and charges. For ADSs held through DTC, the ADS fees and charges for
distributions other than cash and the ADS service fee are charged to the DTC participants in accordance with the procedures and practices
prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they
hold ADSs.
In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requested service
until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.
Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will
receive prior notice of such changes.
The depositary may reimburse us for certain expenses incurred by us in respect of the ADR program by making available a portion of the ADS
fees charged in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary agree from time to time.
Amendments and Termination
We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders 30 days'
prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement. We will not
consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonably necessary for the ADSs to
be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and
charges you are required to pay. In addition, we may not be able to provide you with prior notice of any modifications or supplements that are
required to accommodate compliance with applicable provisions of law.
You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to the deposit
agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the ordinary shares represented by
your ADSs (except as permitted by law).
We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certain circumstances on its own
initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 days before termination.
Until termination, your rights under the deposit agreement will be unaffected.
After termination, the depositary will continue to collect distributions received (but will not distribute any such property until you request the
cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and
any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have
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no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of
applicable fees, taxes and expenses).
Books of Depositary
The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business
hours, but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit
agreement.
The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer of
ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.
Limitations on Obligations and Liabilities
The deposit agreement limits our obligations and the depositary's obligations to you. Please note the following:
•
we and the depositary are obligated only to take the actions specifically stated in the deposit agreement without negligence or
bad faith;
•
the depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or
for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement;
•
the depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content
of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment
risks associated with investing in ordinary shares, for the validity or worth of the ordinary shares, for any tax consequences
that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the
terms of the deposit agreement, for the timeliness of any of our notices or for our failure to give notice;
•
we and the depositary will not be obligated to perform any act that is inconsistent with the terms of the deposit agreement;
•
we and the depositary disclaim any liability if we or the depositary are prevented or forbidden from or subject to any civil or
criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the
deposit agreement, by reason of any provision, any present or future law or regulation, or by reason of any present or future
provision of our articles of association, or any provision of or governing the securities on deposit, or by reason of any act of
God or war or other circumstances beyond our control;
•
we and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in
the deposit agreement or in our articles of association or in any provisions of or governing the securities on deposit;
•
we and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information received
from legal counsel, accountants, any person presenting ordinary shares for deposit, any holder of ADSs or authorized
representatives
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thereof, or any other person believed by either of us in good faith to be competent to give such advice or information;
•
we and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or
other benefit that is made available to holders of ordinary shares but is not, under the terms of the deposit agreement, made
available to you;
•
we and the depositary may rely without any liability upon any written notice, request or other document believed to be
genuine and to have been signed or presented by the proper parties;
•
we and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the
deposit agreement; and
•
no disclaimer of any Securities Act liability is intended by any provision of the deposit agreement.
Pre-Release Transactions
Subject to the terms and conditions of the deposit agreement, the depositary may issue to broker/dealers ADSs before receiving a deposit of
ordinary shares or release ordinary shares to broker/dealers before receiving ADSs for cancellation. These transactions are commonly referred
to as "pre-release transactions" and are entered into between the depositary and the applicable broker/dealer. The deposit agreement limits the
aggregate size of pre-release transactions (not to exceed 30% of the ordinary shares on deposit in the aggregate) and imposes a number of
conditions on such transactions ( i.e. , the need to receive collateral, the type of collateral required, the representations required from brokers,
etc.). The depositary may retain the compensation received from the pre-release transactions.
Taxes
You will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the ADSs. We, the
depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holders and may sell any and all
property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency if the sale proceeds do
not cover the taxes that are due.
The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until all taxes and
charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds
and reduced tax withholding for any distributions on your behalf. However, you may be required to provide to the depositary and to the
custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal
obligations. You are required to indemnify us, the depositary and the custodian for any claims with respect to taxes based on any tax benefit
obtained for you.
Foreign Currency Conversion
The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, and it will
distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in
converting foreign currency,
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such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements.
If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable cost or
within a reasonable period, the depositary may take the following actions in its discretion:
•
convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the
conversion and distribution is lawful and practical;
•
distribute the foreign currency to holders for whom the distribution is lawful and practical; or
•
hold the foreign currency (without liability for interest) for the applicable holders.
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SHARES ELIGIBLE FOR FUTURE SALES
Upon completion of this offering, we will have outstanding 11,475,000 ADSs representing approximately 61.7% of our outstanding ordinary
shares. All of the ADSs sold in this offering will be freely transferable by persons other than by our "affiliates" without restriction or further
registration under the Securities Act. Sales of substantial amounts of our ADSs in the public market could adversely affect prevailing market
prices of our ADSs. We do not intend to list our ordinary shares on a trading market and therefore do not expect that a trading market will
develop for our ordinary shares not represented by the ADSs.
Lock-Up Agreements
Initial Public Offering Lock-Up Agreements. In connection with our initial public offering, we, the members of our management board and
supervisory board and the selling shareholders in the initial public offering agreed to certain restrictions on our and their ability to sell
additional ADSs or ordinary shares for a period of 180 days after October 17, 2013. We and they agreed not to directly or indirectly offer for
sale, sell, contract to sell, grant any option for the sale of, or otherwise issue or dispose of, any ADSs or ordinary shares, options or warrants to
acquire ADSs or ordinary shares, or any related security or instrument, without the prior written consent of Piper Jaffray & Co. and Citigroup
Global Markets Inc.
Piper Jaffray & Co. and Citigroup Global Markets Inc., on behalf of the underwriters, for the lock-up agreements described above, have waived
the lock-up with respect to the Company for the limited purpose of filing this registration statement and have or will have released the ADSs or
ordinary shares to be sold in the offering to which this prospectus relates from the lock-up agreements.
Current Offering Lock-Up Agreements. In connection with this offering, we, the members of our management board and supervisory board
and the selling shareholders have agreed to certain restrictions on our and their ability to sell additional ADSs or ordinary shares for a period of
90 days after the date of this prospectus. We and they have agreed not to directly or indirectly offer for sale, sell, contract to sell, grant any
option for the sale of, or otherwise issue or dispose of, any ADSs or ordinary shares, options or warrants to acquire ADSs or ordinary shares, or
any related security or instrument, without the prior written consent of Piper Jaffray & Co. and Citigroup Global Markets Limited. The
agreements provide exceptions for, among other things, sales to the underwriters pursuant to the underwriting agreement. In addition, these
lock-up agreements supersede the lock-up agreements entered into in connection with our initial public offering, thereby terminating the prior
lock-up agreements and any restrictions on the sale of ADS or ordinary shares by the selling shareholders contained in those agreements. For
more information, see "Underwriting."
Rule 144
In general, under Rule 144 under the Securities Act as in effect on the date of this prospectus, a person who is not an affiliate of ours at any
time during the three months preceding a sale, and who has held their ordinary shares or ADSs for at least six months, as measured by SEC
rule, including the holding period of any prior owner other than one of our affiliates, may sell ordinary shares or ADSs without restriction,
provided current public information about us is available. In addition, under Rule 144, any person who is not an affiliate of ours at any time
during the three months preceding a sale, and who has held their ordinary shares or ADSs for at least one year, as measured by SEC rule,
including the holding period of any prior owner other than one of our affiliates, would be entitled to sell an unlimited number of ordinary
shares or ADSs immediately upon consummation of this offering without regard to whether current public information about us is available.
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In general, under Rule 144, a person who is an affiliate of ours and who has beneficially owned "restricted" ordinary shares or ADSs for at least
six months, as measured by SEC rule, including the holding period of any prior owner other than one of our affiliates, is entitled to sell a
number of restricted ordinary shares or ADSs within any three-month period that does not exceed the greater of:
•
1% of the number of ordinary shares then outstanding, in the form of ADSs or otherwise, which is expected to equal
approximately 37,200 ordinary shares immediately after this offering; and
•
the average weekly trading volume of our ordinary shares in the form of ADSs on the New York Stock Exchange during the
four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
Sales of restricted ordinary shares or ADSs under Rule 144 held by our affiliates are also subject to requirements regarding the manner of sale,
notice and the availability of current public information about us. Rule 144 also requires that affiliates relying on Rule 144 to sell ordinary
shares or ADSs that are not restricted must nonetheless comply with the same restrictions applicable to restricted ordinary shares or ADSs,
other than the holding period requirement.
In addition, in each case, these ordinary shares and ADSs would remain subject to any lock-up arrangement that may exist and would only
become eligible for sale when the lock-up period expires.
Regulation S
Regulation S under the Securities Act provides that ordinary shares and ADSs owned by any person may be sold without registration in the
United States, provided that the sale is effected in an offshore transaction and no directed selling efforts are made in the United States (as these
terms are defined in Regulation S), subject to certain other conditions. In general, this means that our ordinary shares or ADSs may be sold
outside the United States without registration in the United States being required.
Rule 701
Under Rule 701 under the Securities Act, ordinary shares acquired upon the exercise of options or pursuant to other rights granted under a
written compensatory stock or option plan or other written agreement in compliance with Rule 701 may be resold by:
•
persons other than affiliates, subject only to the manner-of-sale provisions of Rule 144; and
•
our affiliates, subject to the manner-of-sale and volume limitations, current public information and filing requirements of
Rule 144, in each case, without compliance with the six-month holding period requirement of Rule 144.
As of March 1, 2014, no options to purchase ordinary shares were outstanding.
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EXCHANGE CONTROLS AND LIMITATIONS AFFECTING SHAREHOLDERS
There are currently no legal restrictions in Germany on international capital movements and foreign-exchange transactions, except in limited
embargo circumstances ( Teilembargo ) relating to certain areas, entities or persons as a result of applicable resolutions adopted by the United
Nations and the European Union. Restrictions currently exist with respect to, among others, Belarus, Congo, Egypt, Eritrea, Guinea,
Guinea-Bissau, Iran, Iraq, Ivory Coast, Lebanon, Liberia, Libya, North Korea, Somalia, South Sudan, Sudan, Syria, Tunisia, and Zimbabwe.
For statistical purposes, there are, however, limited notification requirements regarding transactions involving cross-border monetary transfers.
With some exceptions, every corporation or individual residing in Germany must report to the German Central Bank ( Deutsche Bundesbank )
(i) any payment received from, or made to, a non-resident corporation or individual that exceeds €12,500 (or the equivalent in a foreign
currency) and (ii) any claim against, or liability payable to, a non-resident or corporation in excess of €5 million (or the equivalent in a foreign
currency) at the end of any calendar month. Payments include cash payments made by means of direct debit, checks and bills, remittances
denominated in euros and other currencies made through financial institutions, as well as netting and clearing arrangements.
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TAXATION
German Taxation
The following discussion describes the material German tax consequences for a holder that is a U.S. person of acquiring, owning, and
disposing of the ADSs. A holder that is a U.S. person, which we refer to as a "U.S. treaty beneficiary," is a resident of the United States for
purposes of the Agreement between the Federal Republic of Germany and United States of America for the Avoidance of Double Taxation and
the Prevention of Fiscal Evasion with respect to Taxes on Income and on Capital as of June 4, 2008 ( Abkommen zwischen der Bundesrepublik
Deutschland und den Vereinigten Staaten von Amerika zur Vermeidung der Doppelbesteuerung und zur Verhinderung der Steuerverkürzung
auf dem Gebiet der Steuern vom Einkommen und vom Vermögen und einiger anderer Steuern in der Fassung vom 4. Juni 2008 ), which we
refer to as the "Treaty," who is fully eligible for benefits under the Treaty.
A holder will be a U.S. treaty beneficiary entitled to full Treaty benefits in respect of the ADSs if it is, inter alia :
•
the beneficial owner of the ADSs (and the dividends paid with respect thereto);
•
a citizen or an individual resident of the United States, a corporation or other entity treated as a corporation for U.S. federal
income tax purposes created or organized under the laws of the United States or any state thereof or the District of Columbia,
an estate the income of which is subject to U.S. federal income tax without regard to its source, or a trust if a court within the
United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have
the authority to control all substantial decisions of the trust, or the trust has elected to be treated as a domestic trust for U.S.
federal income tax purposes;
•
not also a resident of Germany for German tax purposes; and
•
not subject to the limitation on benefits ( i.e. , anti-treaty shopping) article of the Treaty that applies in limited circumstances.
Special rules apply to pension funds and certain other tax-exempt investors.
This discussion does not address the treatment of ADSs that are (i) held in connection with a permanent establishment or fixed base through
which a U.S. treaty beneficiary carries on business or performs personal services in Germany or (ii) part of business assets for which a
permanent representative in Germany has been appointed.
With the exception of the subsection " — General Rules for the Taxation of Shareholders Tax Resident in Germany" below, which provides an
overview of dividend taxation with regards to the general principles applicable on tax residents in Germany, this discussion applies only to U.S.
treaty beneficiaries that acquire ADSs in the offering and hold ADSs as capital assets for U.S. federal income tax purposes. It does not purport
to be a comprehensive description of all tax considerations that may be relevant to a decision to purchase ADSs by any particular investor,
including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers that are generally
assumed to be known by investors. In particular, this discussion does not address tax considerations applicable to a U.S. treaty beneficiary that
may be subject to special tax rules, including, without limitation, a dealer in securities or currencies, a trader in securities that elects to use a
mark-to-market method of accounting for securities holdings, banks, thrifts, or other financial
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institutions, U.S. expatriates, an insurance company, a tax-exempt organization, a person that holds ADSs as part of a hedge, straddle,
conversion or other integrated transaction for tax purposes, a person that purchases or sells ordinary shares or ADSs as part of a wash sale for
tax purposes, a person whose functional currency for tax purposes is not the U.S. dollar, a person subject to the U.S. alternative minimum tax,
or a person that owns or is deemed to own 10% or more of the company's voting stock. In addition, the discussion does not address tax
consequences to an entity treated as a partnership (or other pass-through entity) for U.S. federal income tax purposes that holds ADSs. The U.S.
federal income tax treatment of each partner of the partnership generally will depend upon the status of the partner and the activities of the
partnership. Prospective purchasers that are partners in a partnership holding ADSs should consult their own tax advisors.
This discussion is based on German tax laws, including, but not limited to interpretation circulars issued by German tax authorities, which are
not binding on the courts, and the Treaty. It is based upon tax laws in effect at the time of preparation of this prospectus (March 2014). These
laws are subject to change, possibly on a retroactive basis. There is no assurance that German tax authorities will not challenge one or more of
the tax consequences described in this discussion.
In addition, this discussion is based upon the assumption that each obligation in the deposit agreement and any related agreement will be
performed in accordance with its terms. It does not purport to be a comprehensive or exhaustive description of all German or U.S. tax
considerations that may be of relevance in the context of acquiring, owning and disposing of ADSs.
Prospective holders of ADSs should consult their own tax advisors regarding the German tax consequences of the purchase, ownership and
disposition of ADSs in light of their particular circumstances, including the effect of any state, local, or other foreign or domestic laws or
changes in tax law or interpretation.
German Taxation of ADSs
This subsection "German Taxation of ADSs" is the opinion of Dechert LLP insofar as it relates to legal conclusions with respect to matters of
applicable German tax law as in effect on the date of this Registration statement.
General
As of the date hereof, no published German tax court cases exist as to the German tax treatment of ADRs or ADSs, but based on the
interpretation circular issued by the German Federal Ministry of Finance (BMF-Schreiben) (dated May 24, 2013, reference number IV C
1-S2204/12/10003) (the "ADR Tax Circular"), for German tax purposes, although it is not free from doubt, the ADSs should represent a
beneficial ownership interest in the underlying shares and qualify as ADRs for the purpose of the ADR Tax Circular. If the ADSs qualify as
ADRs under the ADR Tax Circular, dividends would accordingly be attributable to U.S. treaty beneficiaries of the ADSs for tax purposes, and
not to the legal owner of the ordinary shares ( i.e. , the financial institution on behalf of whom the ordinary shares are stored at a domestic
depository for the ADS holders), and U.S. treaty beneficiaries would be treated as holding an interest in the company's ordinary shares for
German tax purposes. However, investors should note that interpretation circulars published by the German tax administration (including the
ADR Tax Circular) are not binding on German courts, including German tax courts, and it is unclear whether a German tax court would follow
the ADR Tax Circular in determining the German tax treatment of ADRs or ADSs. For the purpose of this German tax section it is assumed
that the ADSs qualify as ADRs within the meaning of the ADR Tax Circular.
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German Taxation of Dividends and Capital Gains
General Rules for the Taxation of Shareholders Tax Resident in Germany
This subsection provides an overview of dividend taxation with regards to the general principles applicable on tax residents in Germany.
The German dividend and capital gains taxation rules applicable to German tax residents require a distinction between shares held as private
assets ( Kapitalvermögen ) and shares held as business assets ( Gewerbebetrieb ).
In case the shares are held as private assets, dividends and capital gains are taxed as investment income and are principally subject to 25%
German flat income tax on capital income ( Abgeltungsteuer ) (plus a 5.5% solidarity surcharge ( Solidaritätszuschlag ) thereon, resulting in an
aggregate rate of 26.375%), which is levied in the form of withholding tax ( Kapitalertragsteuer ). The shareholder is taxed on its gross
personal investment income, less the saver's tax-free allowance of €801 for an individual or €1,602 for a married couple filing taxes jointly.
The deduction of income related expenses actually incurred is generally not possible. Private investors can apply to have their investment
income assessed in accordance with the general rules on determining an individual's tax bracket if this would result in a lower tax burden. In
this case, the shareholder will be taxed on gross personal investment income, less the saver's tax-free allowance of €801 (€1,602 for married
couples filing jointly), without deduction of income-related expenses actually incurred. If tax is initially withheld, it will be credited against the
amount of personal income tax assessed against the shareholder.
Losses resulting from the disposal of shares can only be offset by capital gains from the sale of shares. If, however, a shareholder directly or
indirectly held at least 1% of the share capital of the company at any time during the five years preceding the sale, 60% of any capital gains
resulting from the sale are taxable at the shareholder's personal income tax rate (plus 5.5% solidarity surcharge thereon). Conversely, 60% of
any capital losses are recognized for tax purposes.
In case the shares are held as business assets, the taxation depends on the legal form of the shareholder ( i.e. , whether the shareholder is a
corporation, an individual or a partnership). Irrespective of the legal form of the shareholder, dividends are subject to the aggregate withholding
tax rate of 26.375%. The withholding tax ( Kapitalertragsteuer ) is credited against the respective shareholder's final (corporate) income tax
liability. To the extent the amount withheld exceeds the (corporate) income tax liability, the withholding tax will be refunded, provided that
certain requirements are met.
Special rules apply to financial institutions ( Kreditinstitute ), financial services providers ( Finanzdienstleistungsinstitute ), financial
enterprises ( Finanzunternehmen ), life insurance and health insurance companies, and pension funds.
With regard to shareholders in the legal form of a corporation , dividends and capital gains are effectively 95% tax exempt from corporate
income tax (including solidarity surcharge). However, with regards to dividends (not to capital gains) realized after February 28, 2013, the 95%
corporate income tax exemption only applies if the corporation holds at least 10% of the shares in the company at the beginning of the calendar
year.
A circular issued by the Regional Tax Office Frankfurt/Main ( Verfügung der OFD ), dated December 2, 2013, reference number S 2750a
A-19-St 52, provides for further comments on the scope of application of the 10% threshold.
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Business expenses actually incurred in connection with the dividends and capital gains might not be tax deductible for corporate income and
trade tax purposes except if certain requirements are met.
Dividends are fully subject to trade tax ( Gewerbesteuer ), unless the shareholder holds at least 15% of the shares in the company at the
beginning of the tax assessment period. In the latter case, effectively 95% of the dividends are also exempt from trade tax. Capital gains,
however, are, irrespective of the size of the shareholding, 95% exempt from trade tax. Losses from the sale of shares are not tax deductible for
corporate income tax and trade tax purposes.
With regards to individuals holding shares as business assets, 60% of dividends and capital gains are taxed at the individual's personal income
tax rate (plus 5.5% solidarity surcharge thereon). Correspondingly, only 60% of business expenses related to the dividends and capital gains are
principally deductible for income tax purposes.
If shares are held as business assets of a commercial permanent establishment located in Germany, dividends are fully subject to trade tax,
unless the sole proprietor holds at least 15% of the company's shares at the beginning of the tax assessment period. In this case dividends are
fully tax exempt from trade tax. With regards to capital gains, only 60% of the gains are subject to trade tax. 60% of any losses from the sale of
shares are tax deductible for income tax and trade tax purposes. All or part of the trade tax is generally credited as a lump sum against the
income taxes of the individual.
General rules for the Taxation of Shareholders Not Tax Resident in Germany
Non German resident holders of ADSs are subject to German taxation with respect to German source income ( beschränkte Steuerpflicht ).
According to the ADR Tax Circular dated May 24, 2013, income from the shares should be attributed to the holder of the ADSs for German tax
purposes. As a consequence, income from the ADSs should be treated as German source income ( beschränkte Steuerpflicht ).
The full amount of a dividend distributed by the company to a non German resident shareholder which does not maintain a permanent
establishment or other taxable presence in Germany is subject to (final) German withholding tax ( Kapitalertragsteuer ) at an aggregate rate of
26.375%. The basis for the withholding tax is the approval of the dividend for distribution by the company's general shareholder meeting. The
amount of the relevant taxable income is based on the gross amount in euro; any currency differences shall be irrelevant.
German withholding tax is withheld and remitted to the German tax authorities by the disbursing agent ( i.e. , the German bank, financial
services institution, securities trading enterprise or securities trading bank (each as defined in the German Banking Act ( Kreditwesengesetz )
and in each case including a German branch of a foreign enterprise, but excluding a foreign branch of a German enterprise) that holds or
administers the underlying shares in custody and disburses or credits the dividend income from the underlying shares or disburses or credits the
dividend income from the underlying shares on delivery of the dividend coupons or disburses such dividend income to a foreign agent or the
central securities depository ( Wertpapiersammelbank) in terms of the German Depositary Act ( Depotgesetz )) holding the underlying shares in
a collective deposit, if such central securities depository disburses the dividend income from the underlying shares to a foreign agent, regardless
of whether or not a holder must report the dividend for tax purposes and regardless of whether or not a holder is a resident of Germany.
Pursuant to the Treaty, the German withholding tax may not exceed 15% of the dividends received by U.S. treaty beneficiaries. The excess of
the total withholding tax, including the solidarity surcharge,
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over the maximum rate of withholding tax permitted by the Treaty is refunded to U.S. treaty beneficiaries upon application. For example, for a
declared dividend of 100, a U.S. treaty beneficiary initially receives 73.625 (100 minus the 26.375% withholding tax). The U.S. treaty
beneficiary is entitled to a partial refund from the German tax authorities in the amount of 11.375% of the gross dividend (of 100). As a result,
the U.S. treaty beneficiary ultimately receives a total of 85 (85% of the declared dividend) following the refund of the excess withholding.
However, investors should note that it is unclear how the German tax administration will apply the refund process to dividends on the ADSs
and ADRs. Further, such refund is subject to the German anti-avoidance treaty shopping rule (as described below in section " — Withholding
Tax Refund for U.S. Treaty Beneficiaries").
German Taxation of Capital Gains of the U.S. Treaty Beneficiaries of the ADSs
The capital gains from the disposition of ADSs realized by a non German resident shareholder which does not maintain a permanent
establishment or other taxable presence in Germany would be treated as German source income and subject to German tax ( beschränkte
Steuerpflicht ) if such holder at any time during the five years preceding the disposition, directly or indirectly, held ADSs that represent 1% or
more of the company's shares. If such holder had acquired the ADSs without consideration, the previous owner's holding period and size of the
holding would also be taken into account.
However, U.S. treaty beneficiaries are eligible for treaty benefits under the Treaty (as discussed above in the section " — German Taxation").
Pursuant to the Treaty, U.S. treaty beneficiaries are not subject to German tax even under the circumstances described in the preceding
paragraph.
German statutory law requires the disbursing agent to levy withholding tax on capital gains from the sale of shares or other securities held in a
custodial account in Germany. With regards to the German taxation of capital gains, disbursing agent means a German bank, a financial
services institution, a securities trading enterprise or a securities trading bank (each as defined in the German Banking Act ( Kreditwesengesetz
) and, in each case including a German branch of a foreign enterprise, but excluding a foreign branch of a German enterprise) that holds the
ADSs in custody or administers the ADSs for the investor or conducts sales or other dispositions and disburses or credits the income from the
ADSs to the holder of the ADSs. The German statutory law does not explicitly condition the obligation to withhold taxes on capital gains being
subject to taxation in Germany under German statutory law or on an applicable income tax treaty permitting Germany to tax such capital gains.
However, an interpretation circular issued by the German Federal Ministry of Finance (BMF-Schreiben) (dated October 9, 2012, reference
number IV C 1-S2252/10/10013) provides that taxes need not be withheld when the holder of the custody account is not a resident of Germany
for tax purposes and the income is not subject to German taxation. The interpretation circular further states that there is no obligation to
withhold such tax even if the non-resident holder owns 1% or more of the shares of a German company. While interpretation circulars issued
by the German Federal Ministry of Finance are only binding on the tax authorities but not on the tax courts, in practice, the disbursing agents
nevertheless typically rely on guidance contained in such interpretation circulars. Therefore, a disbursing agent would only withhold tax at
26.375% on capital gains derived by a U.S. treaty beneficiary from the sale of ADSs held in a custodial account in Germany in the unlikely
event that the disbursing agent did not follow this guidance. In this case, the U.S. treaty beneficiary should be entitled to claim a refund of the
withholding tax from the German tax authorities under the Treaty (as described in the section " — Withholding Tax Refund for U.S. Treaty
Beneficiaries").
Withholding Tax Refund for U.S. Treaty Beneficiaries
U.S. treaty beneficiaries are generally eligible for treaty benefits under the Treaty (as discussed above in Section " — German Taxation").
Accordingly, U.S. treaty beneficiaries are entitled to claim a refund of
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the portion of the otherwise applicable 26.375% German withholding tax on dividends that exceeds the applicable Treaty rate. However, as
previously discussed, investors should note that it is unclear how the German tax administration will apply the refund process to dividends on
the ADSs and ADRs. Further, such refund is subject to the German anti-avoidance treaty shopping rule according to section 50d para. 3 of the
German Income Tax Act ( Einkommensteuergesetz ). Generally, this rule requires that the U.S. treaty beneficiary (in case it is a non German
resident company) maintains its own administrative substance and conducts its own business activities. In particular, a foreign company has no
right to a full or partial refund to the extent persons holding ownership interests in the company would not be entitled to the refund if they
derived the income directly and the gross income realized by the foreign company is not caused by the business activities of the foreign
company, and there are either no economic or other valid reasons for the interposition of the foreign company, or the foreign company does not
participate in general commerce by means of a business organization with resources appropriate to its business purpose. However, this shall not
apply if the foreign company's principal class of stock is regularly traded in substantial volume on a recognized stock exchange, or if the
foreign company is subject to the provisions of the German Investment Tax Act ( Investmentsteuergesetz ).
Individual claims for refunds may be made on a separate form, which must be filed with the German Federal Central Tax Office (
Bundeszentralamt für Steuern ), An der Küppe 1, 53225 Bonn, Germany. The form is available at the same address, on the German Federal Tax
Office's website ( www.bzst.de ) or from the Embassy of the Federal Republic of Germany, 2300 M Street, NW, Washington DC 20037.
Generally, the refund claim becomes time-barred after four years following the calendar year in which the dividend is received. As part of the
individual refund claim, a U.S. treaty beneficiary must submit to the German tax authorities the original withholding certificate (or a certified
copy thereof) issued by the disbursing agent and documenting the tax withheld, and an official certification of United States tax residency on
IRS Form 6166. IRS Form 6166 may be obtained by filing a properly completed IRS Form 8802 with the Internal Revenue Service,
P.O. Box 71052, Philadelphia, PA 19176-6052. Requests for certification must include the U.S. treaty beneficiary's name, social security
number or employer identification number, the type of U.S. tax return filed, the tax period for which the certification is requested and a user fee
of $85. An online payment option is also available at www.irs.gov . If the online payment option is used, then the completed IRS Form 8802
and all required attachments should be mailed to Department of the Treasury, Internal Revenue Service, Philadelphia, PA 19255-0625. The
Internal Revenue Service will send the certification on IRS Form 6166 to the U.S. treaty beneficiary, who must then submit the certification
with the claim for refund of withholding tax.
Under a simplified refund procedure based on electronic data exchange ( Datenträgerverfahren ) a disbursing agent that is registered as a
participant in the electronic data exchange procedure with the German Federal Central Tax Office ( Bundeszentralamt für Steuern ) may file an
electronic collective refund claim on behalf of all of the U.S. treaty beneficiaries for whom it holds the company's ADSs in custody. However
the simplified refund procedure only allows for a refund up to the regular tax rate provided in the Treaty. It is not possible to use the simplified
refund procedure to claim a further refund, for example based on special privileges under the Treaty.
Due to the legal structure of the ADSs, only limited guidance of the German tax authorities exists on the practical application of this procedure
with respect to the ADSs.
German Inheritance and Gift Tax ( Erbschaft-und Schenkungsteuer )
It is unclear whether the German inheritance or gift tax applies to the transfer of the ADSs as the ADR Tax Circular does not refer explicitly to
the German Inheritance and Gift Tax Act. However, if
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German inheritance or gift tax is applicable to ADSs, then under German domestic law, the transfer of the ordinary shares in the company and,
as a consequence, the transfer of the ADSs would be subject to German gift or inheritance tax if:
(a)
the decedent or donor or heir, beneficiary or other transferee (i) maintained his or her residence or a habitual abode in Germany or had
its place of management or registered office in Germany at the time of the transfer, or (ii) is a German citizen who has spent no more
than five consecutive years outside Germany without maintaining a residence in Germany or (iii) is a German citizen who serves for a
German entity established under public law and is remunerated for his or her service from German public funds (including family
members who form part of such person's household, if they are German citizens) and is only subject to estate or inheritance tax in his or
her country of residence or habitual abode with respect to assets located in such country (special rules apply to certain former German
citizens who neither maintain a residence nor have their habitual abode in Germany), or
(b)
at the time of the transfer, the ADSs are held by the decedent or donor as business assets forming part of a permanent establishment in
Germany or for which a permanent representative in Germany has been appointed, or
(c)
the ADSs subject to such transfer form part of a portfolio that represents at the time of the transfer 10% or more of the registered share
capital of the company and that has been held directly or indirectly by the decedent or donor, either alone or together with related
persons.
Under the Agreement between the Federal Republic of Germany and the United States of America for the avoidance of double taxation with
respect to taxes on inheritances and gifts ( Abkommen zwischen der Bundesrepublik Deutschland und den Vereinigten Staaten von Amerika zur
Vermeidung der Doppelbesteuerung auf dem Gebiet der Nachlass-, Erbschaft- und Schenkungsteuern in der Fassung vom 21. Dezember 2000
), hereinafter referred to as the "United States-Germany Inheritance and Gifts Tax Treaty," a transfer of ADSs by gift or upon death is not
subject to German inheritance or gift tax if the donor or the transferor is domiciled in the United States, within the meaning of the United
States-Germany Inheritance and Gift Tax Treaty, and is neither a citizen of Germany nor a former citizen of Germany and, at the time of the
transfer, the ADSs are not held by the decedent or donor as business assets forming part of a permanent establishment in Germany or for which
a permanent representative in Germany has been appointed.
Notwithstanding the foregoing, in case the heir, transferee or other beneficiary (i) has, at the time of the transfer, his or her residence or habitual
abode in Germany, or (ii) is a German citizen who has spent no more than five (or, in certain circumstances, ten) consecutive years outside
Germany without maintaining a residence in Germany or (iii) is a German citizen who serves for a German entity established under public law
and is remunerated for his or her service from German public funds (including family members who form part of such person's household, if
they are German citizens) and is only subject to estate or inheritance tax in his or her country of residence or habitual abode with respect to
assets located in such country (or special rules apply to certain former German citizens who neither maintain a residence nor have their habitual
abode in Germany), the transferred ADSs are subject to German inheritance or gift tax.
If, in this case, Germany levies inheritance or gift tax on the ADSs with reference to the heir's, transferee's or other beneficiary's residence in
Germany or his or her German citizenship, and the United States also levies federal estate tax or federal gift tax with reference to the decedent's
or donor's residence (but not with reference to the decedent's or donor's citizenship), the amount of the U.S. federal estate tax or the U.S.
federal gift tax, respectively, paid in the United States with respect to the
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transferred ADSs is credited against the German inheritance or gift tax liability, provided the U.S. federal estate tax or the U.S. federal gift tax,
as the case may be, does not exceed the part of the German inheritance or gift tax, as computed before the credit is given, which is attributable
to the transferred ADSs. A claim for credit of the U.S. federal estate tax or the U.S. federal gift tax, as the case may be, may be made within
one year of the final determination (administrative or judicial) and payment of the U.S. federal estate tax or the U.S. federal gift tax, as the case
may be, provided that the determination and payment are made within ten years of the date of death of the decedent or of the date of the making
of the gift by the donor. Similarly, U.S. state-level estate or gift taxes are also creditable against the German inheritance or gift tax liability to
the extent that U.S. federal estate or gift tax is creditable.
United States Taxation of ADSs and Ordinary Shares
The following discussion describes the material U.S. federal income tax consequences that are relevant with respect to the acquisition,
ownership and disposition of the ADSs and ordinary shares by a U.S. holder (as defined below) and is the opinion of Dechert LLP insofar as it
relates to legal conclusions with respect to matters of U.S. federal income tax law as in effect on the effective date of this Registration
Statement. The information provided below is based on the Internal Revenue Code of 1986, as amended, or the Code, Internal Revenue
Service, or IRS, rulings and pronouncements, and judicial decisions all as now in effect and all of which are subject to change or differing
interpretations, possibly with retroactive effect. This summary addresses only U.S. federal income tax considerations of U.S. holders that will
hold ADSs or ordinary shares as capital assets. It does not provide a complete analysis of all potential tax considerations. In particular, this
summary does not address all of the tax considerations applicable to a particular holder of the ADSs or ordinary shares in light of the holder's
circumstances (for example, financial institutions; insurance companies; dealers or traders in securities; currencies or notional principal
contracts; persons that will hold ADSs or ordinary shares as part of a hedging or conversion transaction or as a position in a straddle or other
integrated transactions for U.S. federal income tax purposes; persons that have a functional currency other than the U.S. dollar; persons that
own (or are deemed to own) 10% or more (by voting power) of our share capital who would, if we were considered to be a controlled foreign
corporation for U.S. federal income tax purposes, be subject to special rules; regulated investment companies, real estate investment trusts;
tax-exempt entities; persons who hold ADSs or ordinary shares through partnerships or other pass-through entities; tax-deferred or other
retirement accounts; certain former citizens or residents of the United States; or persons deemed to sell ADSs or ordinary shares under the
constructive sale provisions of the Code). Finally, the summary does not describe the effect of the U.S. federal estate and gift tax laws on U.S.
holders or the effects of any applicable foreign, state or local laws.
For purposes of this summary, a "U.S. holder" is a beneficial owner of ADSs or ordinary shares that for U.S. federal income tax purposes, is
(1) an individual who is a citizen or resident of the United States, (2) a corporation, or an entity treated as a corporation for U.S. federal income
tax purposes, created or organized in or under the laws of the United States or any state of the United States, including the District of Columbia,
(3) an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust, if it (i) is subject to the
primary supervision of a U.S. court and the control of one or more U.S. persons or (ii) has a valid election in effect under applicable U.S.
Treasury Regulations to be treated as a U.S. person. A "non-U.S. holder" is a beneficial owner of the ADSs or ordinary shares, other than a
partnership or entity treaty as a partnership, that is not a U.S. holder.
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If a partnership (including an entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) holds
ADSs or ordinary shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the
partnership. A holder of ADSs or ordinary shares that is a partnership, and partners in such partnership, should consult their own tax advisors
about the U.S federal income and estate tax consequences of purchasing, owning and disposing of the ADSs or ordinary shares.
Each prospective holder of ADSs should consult its own tax advisors regarding the U.S. federal, state and local or other tax consequences
of acquiring, owning and disposing of the company's ADSs in light of their particular circumstances. U.S. holders should also review the
discussion under "German Taxation of ADSs" for the German tax consequences to a U.S holder of the ownership of the ADSs.
General
In general, and taking into account the earlier assumptions, a U.S. holder of ADSs is treated as the owner of the ordinary shares represented by
such ADSs. Exchanges of ordinary shares for ADSs, and ADSs for ordinary shares, respectively, generally will not be subject to U.S. federal
income tax.
Distributions
Under the United States federal income tax laws, and subject to the passive foreign investment company, or PFIC, rules discussed below, the
gross amount of any distribution that is actually or constructively received by a U.S. holder with respect to its ordinary shares (including shares
deposited in respect of ADSs) will be a dividend includible in gross income of a U.S. holder as ordinary income to the extent the amount of
such distribution is paid out of our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. To the
extent the amount of such distribution exceeds our current and accumulated earnings and profits as so computed, it will be treated first as a
non-taxable return of capital to the extent of such U.S. holder's adjusted tax basis in its ADSs or ordinary shares, and to the extent the amount
of such distribution exceeds such adjusted tax basis, will be treated as gain from the sale of the ADSs or ordinary shares. If you are a
non-corporate U.S. holder, dividends paid to you that constitute qualified dividend income will be taxable to you at a preferential rate (rather
than the higher rates of tax generally applicable to items of ordinary income) provided that you hold our ADSs or ordinary shares for more than
60 days during the 121-day period beginning 60 days before the ex-dividend date and meet other holding period requirements. If we are a
passive foreign investment company (as discussed below under "— Additional United States Federal Income Tax Consequences — PFIC
Rules"), distributions paid by us with respect ADSs or ordinary shares will not be eligible for the preferential income tax rate. Prospective
investors should consult their own tax advisors regarding the taxation of distributions under these rules.
You must include any German tax withheld from the dividend payment in this gross amount even though you do not in fact receive it. The
gross amount of the dividend is taxable to you when you receive the dividend, actually or constructively. Dividends paid on ADSs or ordinary
shares generally will constitute income from sources outside the United States and will not be eligible for the dividends-received deduction
generally available to corporate U.S. holders. The gross amount of any dividend paid in foreign currency will be included in the gross income
of a U.S. holder in an amount equal to the U.S. dollar value of the foreign currency calculated by reference to the exchange rate in effect on the
date the dividend distribution is includable in the U.S. holder's income, regardless of whether the payment is in fact converted into U.S. dollars.
If the foreign currency is converted into U.S. dollars on the date of receipt by the depositary, in the case of ADSs, or the U.S. holder, in the case
of ordinary shares, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend. If the
foreign currency received is not converted into U.S. dollars on the date
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of receipt, a U.S. holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any gain or loss on a
subsequent conversion or other disposition of the foreign currency will be treated as ordinary income or loss, and will generally be income or
loss from sources within the United States for foreign tax credit limitation purposes. The amount of any distribution of property other than cash
will be the fair market value of the property on the date of the distribution, less the sum of any encumbrance assumed by the U.S. holder.
For foreign tax credit purposes, our dividend distributions will, depending on the U.S. holder's circumstances, be either "passive" or "general"
income for purposes of computing the foreign tax credit allowable to the U.S. holder. The amount of the qualified dividend income, if any, paid
to a U.S. holder that is subject to the reduced dividend income tax rate and that is taken into account for purposes of calculating the U.S.
holder's U.S. foreign tax credit limitation must be reduced by the rate differential portion of the dividend. Prospective investors should consult
their own tax advisors regarding the implications of the foreign tax credit provisions for them, in light of their particular situation.
U.S. Taxation of Sale or Other Disposition
Subject to the discussion below under "— Additional United States Federal Income Tax Consequences — PFIC Rules," a U.S. holder will
generally recognize a gain or loss for U.S. federal income tax purposes upon the sale or other disposition of ADSs or ordinary shares in an
amount equal to the difference between the U.S. dollar value of the amount realized from such sale or other disposition and the U.S. holder's
tax basis in such ADSs or ordinary shares. Such gain or loss generally will be capital gain or loss. Capital gain of a non-corporate U.S. holder
recognized on the sale or other disposition of ADSs or ordinary shares held for more than one year is generally eligible for a reduced rate of
taxation. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. The
deductibility of capital losses is subject to limitations.
A U.S. holder that receives foreign currency on the sale or other disposition of ADSs or ordinary shares will realize an amount equal to the U.S.
dollar value of the foreign currency on the date of sale (or, in the case of cash basis and electing accrual basis taxpayers, the U.S. dollar value
of the foreign currency on the settlement date) provided that the ADSs or ordinary shares, as the case may be, are treated as being "traded on an
established securities market." If a U.S. holder receives foreign currency upon a sale or exchange of ADSs or ordinary shares, gain or loss, if
any, recognized on the subsequent sale, conversion or disposition of such foreign currency will be ordinary income or loss, and will generally
be income or loss from sources within the United States for foreign tax credit limitation purposes. However, if such foreign currency is
converted into U.S. dollars on the date received by the U.S. holder, a cash basis or electing accrual U.S. holder should not recognize any gain or
loss on such conversion.
Redemption
A redemption of ADSs or ordinary shares by us will be treated as a sale of the redeemed ADSs or ordinary shares by the U.S. holder or as a
distribution to the U.S. holder (which is taxable as described above under " — Distributions").
Additional United States Federal Income Tax Consequences
PFIC Rules. Special adverse U.S. federal income tax rules apply to U.S. holders owning shares of a passive foreign investment company, or
PFIC. We believe that our ADSs and ordinary shares should not be treated as stock of a PFIC for United States federal income tax purposes, for
our taxable year
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ending December 31, 2014 or the foreseeable future. In general, if you are a U.S. holder, we will be a PFIC with respect to you if for any
taxable year in which you held our ADSs or ordinary shares: (i) at least 75% of our gross income for the taxable year is passive income or
(ii) at least 50% of the value, determined on the basis of a quarterly average, of our assets is attributable to assets that produce or are held for
the production of passive income. The determination of whether we are a PFIC will be made annually. Accordingly, it is possible that we may
become a PFIC in the current or any future taxable year due to changes in our asset or income composition. Because we have valued our
goodwill based on the market value of our equity, a decrease in the price of our ADSs or ordinary shares may also result in our becoming a
PFIC. In addition, the composition of income and assets will be affected by how, and how quickly, we spend the cash we raise in this offering.
Passive income generally includes dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a
trade or business), annuities and gains from the disposition of assets that produce passive income. Any cash we hold, including the cash raised
in this offering, generally will be treated as held for the production of passive income for the purpose of the PFIC test, and any income
generated from cash or other liquid assets generally will be treated as passive income for such purpose. If a foreign corporation owns at least
25% by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate
share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation's income.
If we were to be treated as a PFIC, except as otherwise provided by election regimes described below, a U.S. Holder would be subject to
special adverse tax rules with respect to (i) "excess distributions" received on our ADSs or ordinary shares and (ii) any gain recognized upon a
sale or other disposition (including a pledge) of our ADSs or ordinary shares. A U.S. holder would be treated as if it had realized such gain and
certain "excess distributions" ratably over its holding period for our ADSs or ordinary shares and would be taxed at the highest tax rate in effect
for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. Special
rules apply for calculating the amount of the foreign tax credit with respect to "excess distributions" by a PFIC.
With certain exceptions, a U.S. holder's ADSs or ordinary shares will be treated as stock in a PFIC if we were a PFIC at any time during the
U.S. holder's holding period in for its ordinary shares or ADSs, even if we are not currently a PFIC.
Dividends that a U.S. holder receives from us will not be eligible for the special tax rates applicable to qualified dividend income if we are
treated as a PFIC either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to
ordinary income.
If a U.S. holder owns ordinary shares in a PFIC that are treated as "marketable stock," the U.S. holder may make a mark-to-market election. If
a U.S. holder makes this election, the U.S. holder will not be subject to all of the PFIC rules described above. Instead, in general, the U.S.
holder will include as ordinary income the excess, if any, of the fair market value of its ADSs or ordinary shares at the end of the taxable year
over the U.S. holder's adjusted basis in its ADSs or ordinary shares. Similarly, any gain realized on the sale, exchange or other disposition of
the ADSs or ordinary shares will be treated as ordinary income, and will not be eligible for the favorable tax rates applicable to qualified
dividend income or long-term capital gains. The U.S. holder will also be allowed to take an ordinary loss in respect of the excess, if any, of the
adjusted basis of its ADSs or ordinary shares over the fair market value at the end of the taxable year (but only to the extent of the net amount
of previously included income as a result of the mark-to-market election). A U.S. holder's basis in the ADSs or ordinary shares will be adjusted
to reflect any such income or loss amounts.
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A U.S. holder may in certain circumstances also mitigate adverse tax consequences of the PFIC rules by filing an election to treat the PFIC as a
qualified electing fund, or a QEF, if the PFIC complies with certain reporting requirements. However, in the event that we are or become a
PFIC, we do not intend to comply with such reporting requirements necessary to permit U.S. holders to elect to treat us as a QEF.
U.S. holders should consult their own tax advisors regarding the application of the PFIC rules to their investment in our ADSs or ordinary
shares and the elections discussed above.
Medicare Tax. Certain U.S. holders who are individuals, estates and trusts will be required to pay an additional 3.8% tax on some or all of
their "net investment income," which generally includes its dividend income and net gains from the disposition of our ADSs or ordinary shares.
U.S. holders should consult their own tax advisors regarding the applicability of this additional tax on their particular situation.
Information with Respect to Foreign Financial Assets. Owners of "specified foreign financial assets" with an aggregate value in excess of
$50,000 (and in some circumstances, a higher threshold) may be required to file an information report with respect to such assets on their tax
returns. "Specified foreign financial assets" may include financial accounts maintained by foreign financial institutions, as well as the
following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons,
(ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties, and (iii) interests in foreign entities.
U.S. holders are urged to consult their tax advisors regarding the application of this legislation to their ownership of the ADSs and ordinary
shares.
Information with Respect to Interests in Passive Foreign Investment Companies (PFICs). If we are were to be treated as a PFIC, owners
of our ADSs or ordinary shares (including, potentially, indirect owners) would be required to file an information report with respect to such
interest on their tax returns, subject to certain exceptions. U.S. holders are urged to consult their tax advisors regarding the application of these
rules to their ownership of the ADSs and ordinary shares.
Backup Withholding and Information Reporting. Backup withholding and information reporting requirements will generally apply to
certain payments to U.S. holders of dividends on ADSs or ordinary shares. We, our agent, a broker or any paying agent, may be required to
withhold tax from any payment that is subject to backup withholding unless the U.S. holder (1) is an exempt payee, or (2) provides the U.S.
holder's correct taxpayer identification number and complies with applicable certification requirements. Payments made to U.S. holders by a
broker upon a sale of our ADSs or ordinary shares will generally be subject to backup withholding and information reporting. If the sale is
made through a foreign office of a foreign broker, however, the sale will generally not be subject to either backup withholding or information
reporting. This exception may not apply if the foreign broker is owned or controlled by U.S. persons, or is engaged in a U.S. trade or business.
Backup withholding is not an additional tax. Any amounts withheld from a payment to a U.S. holder of ADSs or ordinary shares under the
backup withholding rules can be credited against any U.S. federal income tax liability of the U.S. holder, provided the required information is
timely furnished to the IRS. A U.S. holder generally may obtain a refund of any amounts withheld under the backup withholding rules that
exceeds the U.S. holder's income tax liability by filing a refund claim with the IRS. Prospective investors should consult their own tax advisors
as to their qualification and procedure for exemption from backup withholding.
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UNDERWRITING
Subject to the terms and conditions described in the underwriting agreement dated the date of this prospectus, among us, the selling
shareholders and the representatives of the underwriters, we and the selling shareholders have agreed to sell to the underwriters, and the
underwriters severally have agreed to purchase from us, the number of ADSs listed opposite their respective names below. Piper Jaffray & Co.
and Citigroup Global Markets Limited are acting as the representatives of the underwriters named below.
Underwriters
Piper Jaffray & Co.
Citigroup Global Markets Limited
Cowen and Company, LLC
Stephens Inc.
Number of ADSs
Total
4,000,000
The underwriters have advised us and the selling shareholders that they propose to offer the ADSs to the public at $
per ADS. The
underwriters propose to offer the ADSs to certain dealers at the same price less a concession of not more than $
per ADS. The
underwriters may allow and the dealers may reallow a concession of not more than $
per ADS on sales to certain other brokers and
dealers. After the offering, these figures may be changed by the underwriters.
The selling shareholders have granted to the underwriters an option to purchase up to an additional 600,000 ADSs, on a pro rata basis, at the
same price to the public, and with the same underwriting discount, as set forth in the table above. The underwriters may exercise this option
any time during the 30-day period after the date of this prospectus, but only to cover over-allotments, if any. To the extent the underwriters
exercise the option, each underwriter will become obligated, subject to certain conditions, to purchase approximately the same percentage of
the additional ADSs as it was obligated to purchase under the underwriting agreement.
The following table shows the underwriting fees to be paid to the underwriters in connection with this offering. These amounts are shown
assuming both no exercise and full exercise of the over-allotment option.
Per Share
Total
No Exercise
$
$
Full Exercise
$
$
We have agreed to reimburse the underwriters for their expenses in an amount up to $15,000, which may be incurred in connection with the
review by Financial Industry Regulatory Authority, Inc., or FINRA, of the terms of the ADSs offered hereby. We and the selling shareholders
have agreed to indemnify the underwriters against certain liabilities, including civil liabilities under the Securities Act, or to contribute to
payments that the underwriters may be required to make in respect of those liabilities.
Citigroup Global Markets Limited is not a U.S. registered broker-dealer and will not effect any offers or sales of any ADSs in the United States
unless it is through its U.S. registered broker-dealer affiliate, Citigroup Global Markets Inc.
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In compliance with the German stock corporation law applicable when issuing new shares for new investors, the representatives of the
underwriters will initially subscribe, on behalf of the underwriters, for all of the shares underlying the ADSs to be sold by us at a subscription
price per share equal to their nominal value per share. This subscription price will be credited against the amount due from the underwriters at
closing. In addition, Citigroup Global Markets Limited is acting as the underwriter in the offering of the subscription rights to existing
shareholders of our ordinary shares, as required by the German Stock Corporation Act.
We, the members of our management board and supervisory board and the selling shareholders have agreed to certain restrictions on our and
their ability to sell additional ADSs or ordinary shares for a period of 90 days after the date of this prospectus. We and they have agreed not to
directly or indirectly offer for sale, sell, contract to sell, grant any option for the sale of, or otherwise issue or dispose of, any ADSs or ordinary
shares, options or warrants to acquire ADSs or ordinary shares, or any related security or instrument, without the prior written consent of Piper
Jaffray & Co. and Citigroup Global Markets Limited. The agreements provide exceptions for sales to underwriters pursuant to the underwriting
agreement and certain other exceptions. In addition, in connection with our initial public offering, we, the members of our management board
and supervisory board and the selling shareholders in the initial public offering agreed to substantially the same lock-up terms as described
above, but for a period of 180 days. In connection with the commencement of this offering, Piper Jaffray & Co. and Citigroup Global
Markets Inc., on behalf of the underwriters, intend to waive certain terms of those lock-ups entered into by the Company. Moreover, the
lock-up agreements entered into in connection with this offering by the selling shareholders and members of our management board and
supervisory board terminated the lock-up agreements entered into in connection with our initial public offering and all restrictions contained
therein. See "Shares and ADSs Eligible for Future Sale — Lockup Agreements."
Our ADSs are listed on the New York Stock Exchange under the symbol "VJET."
To facilitate this offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the ADSs during
and after this offering. Specifically, the underwriters may over-allot or otherwise create a short position in the ADSs for their own account by
selling more ADSs than have been sold to them by us and the selling shareholders. The underwriters may elect to cover any such short position
by purchasing ADSs in the open market or by exercising the over-allotment option granted to the underwriters. In addition, the underwriters
may stabilize or maintain the price of the ADSs by bidding for or purchasing ADSs in the open market and may impose penalty bids. If penalty
bids are imposed, selling concessions allowed to syndicate members or other broker-dealers participating in the offering are reclaimed if ADSs
previously distributed in the offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these
transactions may be to stabilize or maintain the market price of the ADSs at a level above that which might otherwise prevail in the open
market. The imposition of a penalty bid may also affect the price of the ADSs to the extent that it discourages resales of the ADSs. The
magnitude or effect of any stabilization or other transactions is uncertain. These transactions may be effected on the New York Stock Exchange
or otherwise and, if commenced, may be discontinued at any time.
These activities may have the effect of raising or maintaining the market price of the ADSs or preventing or retarding a decline in the market
price of the ADSs, and, as a result, the price of the ADSs may be higher than the price that would otherwise prevail in the open market. If the
underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the New
York Stock Exchange or otherwise.
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Certain of the underwriters and their affiliates may provide from time to time certain commercial banking, financial advisory, investment
banking and other services for us and such affiliates in the ordinary course of their business, for which they may receive customary fees and
commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the
account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and
may do so in the future.
No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of our ADSs, or the possession,
circulation or distribution of this prospectus or any other material relating to us or our ADSs in any jurisdiction where action for that purpose is
required. Accordingly, the shares of ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering
material or advertisements in connection with our ADSs may be distributed or published, in or from any country or jurisdiction, except in
compliance with any applicable rules and regulations of any such country or jurisdiction.
Each of the underwriters may arrange to sell the ADSs offered hereby in certain jurisdictions outside the United States, either directly or
through affiliates, where they are permitted to do so.
European Economic Area. This document has been prepared on the basis that any offer of ADSs in any member state of the European
Economic Area which has implemented the Prospectus Directive, each, a Relevant Member State, will be made pursuant to an exemption under
Article 3 of the Prospectus Directive from the requirement to publish a prospectus for offers of ADSs. Accordingly any person making or
intending to make an offer in that Relevant Member State of shares which are the subject of the offering contemplated in this document may
only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the
Prospectus Directive in relation to such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer
of ADSs in circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer.
In relation to each Relevant Member State, no offer of ADSs may be made to the public in that Relevant Member State other than:
•
to any legal entity which is a "qualified investor" as defined in the Prospectus Directive;
•
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending
Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted
under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or
•
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
•
provided that no such offer of ADSs shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the
Prospectus Directive.
For purposes of this provision, the expression an "offer of securities to the public" in any Relevant Member State means the communication in
any form and by any means of sufficient information on the terms of the offer and the ADSs to be offered, so as to enable an investor to decide
to purchase or subscribe for the ADSs, as the expression may be varied in that Relevant Member State by any measure implementing the
Prospectus Directive in that member state, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending
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Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member
State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
United Kingdom. This document is only being distributed to, and is only directed at (i) persons who have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as
amended, or the Order, (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the
Order; or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this
document relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its contents.
France. Neither this prospectus nor any other offering material relating to the ADSs described in this prospectus has been submitted to the
clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic
Area and notified to the Autorité des Marchés Financiers. The ADSs have not been offered or sold and will not be offered or sold, directly or
indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the ADSs has been or will be:
•
released, issued, distributed or caused to be released, issued or distributed to the public in France; or
•
used in connection with any offer for subscription or sale of the ADSs to the public in France.
Such offers, sales and distributions will be made in France only:
•
to qualified investors ( investisseurs qualifiés ) and/or to a restricted circle of investors ( cercle restreint d'investisseurs ), in
each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2,
D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier ;
•
to investment services providers authorized to engage in portfolio management on behalf of third parties; or
•
in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and
article 211-2 of the General Regulations ( Règlement Général ) of the Autorité des Marchés Financiers , does not constitute a
public offer ( appel public à l'épargne ).
The ADSs may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of
the French Code monétaire et financier .
Hong Kong. The ADSs may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not
constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), (ii) to "professional investors"
within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made
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thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies
Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the ADSs may be issued or may be in the
possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of
which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with
respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the
meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
India. This prospectus is for information purposes only and does not constitute an offer or invitation for any investment or subscription for
ADSs in India. Any person who is in possession of this prospectus is hereby notified that no action has been or will be taken that would allow
an offering of the ADSs in India and neither this prospectus nor any offering material relating to the ADSs has been submitted to the Registrar
of Companies or the Securities and Exchange Board of India for prior review or approval. Further, no document filing has been made with the
Registrar of Companies, India. Accordingly, the ADSs may not be offered, sold, transferred or delivered and neither this prospectus nor any
offering material relating to the ADSs may be distributed or made available (in whole or in part) in India, directly or indirectly in connection
with any offer or invitation for any investment or subscription for the ADSs in India. You are advised to read this disclaimer carefully and
consult with your advisors before accessing, reading or making any other use of this prospectus.
Japan. The ADSs offered in this prospectus have not been registered under the Financial Instruments and Exchange Act of Japan. The
ADSs have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of
Japan, except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Act of Japan and
(ii) in compliance with any other applicable requirements of Japanese law.
Singapore. This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus
and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs may not be
circulated or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act,
Chapter 289 of Singapore, or the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in
accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any
other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.
Where the ADSs are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
•
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited
investor; or
•
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the
trust is an individual who is an accredited investor, shares, debentures and units of shares and debentures of that corporation
or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred
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within six months after that corporation or that trust has acquired the ADSs pursuant to an offer made under Section 275 of the
SFA except:
•
to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2)
of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and
debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than
S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by
exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275
of the SFA;
•
where no consideration is or will be given for the transfer; or
•
where the transfer is by operation of law.
In addition, investors in Singapore should note that the securities acquired by them are subject to resale and transfer restrictions specified under
Section 276 of the SFA, and they, therefore, should seek their own legal advice before effecting any resale or transfer of their securities.
Switzerland. The ADSs may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any
other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards
for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses
under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither
this document nor any other offering or marketing material relating to the ADSs or the offering may be publicly distributed or otherwise made
publicly available in Switzerland.
Neither this document nor any other offering or marketing material relating to the offering, the company or the ADSs have been or will be filed
with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of ADSs will not be
supervised by, the Swiss Financial Market Supervisory Authority, and the offer of ADSs has not been and will not be authorized under the
Swiss Federal Act on Collective Investment Schemes, or the CISA. The investor protection afforded to acquirers of interests in collective
investment schemes under the CISA does not extend to acquirers of ADSs.
Dubai International Financial Centre. This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the
Dubai Financial Services Authority, or the DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered
Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or
verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the
information set forth herein and has no responsibility for the prospectus. The ADSs to which this prospectus relates may be illiquid and/or
subject to restrictions on their resale. Prospective purchasers of the ADSs offered should conduct their own due diligence on the ADSs. If you
do not understand the contents of this prospectus you should consult an authorized financial advisor.
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EXPENSES RELATED TO THIS OFFERING
The following table sets forth the main expenses we and the selling shareholders identified in this prospectus will be required to pay in
connection with this offering, other than the underwriting discounts and commissions. All amounts are estimated, except the SEC registration
fee and the filing fee of FINRA:
Expenses
SEC registration fee
FINRA filing fee
Legal fees and expenses
Accounting fees and expenses
Printing fees
Other fees and expenses
$
Total
$
Amount
15,302
18,320
675,000
280,000
146,000
215,378
1,350,000
LEGAL MATTERS
The validity of the shares and the ADSs with respect to German and U.S. federal law and New York state law in connection with this offering
will be passed upon for us by Dechert LLP, our German and U.S. counsel. Certain legal matters with respect to German and U.S. federal law
and New York state law in connection with this offering will be passed upon for the underwriters by Paul Hastings LLP, German and U.S.
counsel for the underwriters.
EXPERTS
Our financial statements as of December 31, 2013 and 2012, and for each of the years in the three-year period ended December 31, 2013,
included in this prospectus have been so included in reliance on the report of KPMG AG Wirtschaftsprüfungsgesellschaft (Munich, Germany),
an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in auditing and
accounting.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
voxeljet AG is a German stock corporation ( Aktiengesellschaft or AG ), and its registered offices and substantially all of its assets are located
outside of the United States. In addition, most of the members of our management board, our supervisory board, our senior management and
the experts named herein are residents of Germany and jurisdictions other than the United States. As a result, it may not be possible for you to
effect service of process within the United States upon these individuals or upon voxeljet AG or to enforce judgments obtained in U.S. courts
based on the civil liability provisions of the U.S. securities laws against voxeljet AG in the United States. Awards of punitive damages in
actions brought in the United States or elsewhere are generally not enforceable in Germany. In addition, actions brought in a German court
against voxeljet AG or the members of its management board and supervisory board, its senior management and the experts named herein to
enforce liabilities based on U.S. federal securities laws may be subject to certain restrictions; in particular, German courts generally do not
award punitive damages. Litigation in Germany is also subject to rules of procedure that differ from the U.S. rules, including with respect to the
taking and admissibility of evidence, the conduct of the proceedings and the allocation of costs. Proceedings in Germany would have to be
conducted in the German language, and all documents submitted to the court would, in principle, have to be translated into German. For these
reasons, it may be difficult for a U.S. investor to bring an original action in a German court predicated upon the civil liability provisions of the
U.S. federal securities laws against us, the members of our management board, supervisory board and senior
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management and the experts named in this prospectus. In addition, even if a judgment against our company, the non-U.S. members of our
management board, supervisory board, senior management or the experts named in this prospectus based on the civil liability provisions of the
U.S. federal securities laws is obtained, a U.S. investor may not be able to enforce it in U.S. or German courts.
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WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a Registration Statement on Form F-1 under the Securities Act, including amendments and relevant exhibits and
schedules, covering the underlying ordinary shares represented by the ADSs to be sold in this offering. This prospectus, which constitutes a
part of the Registration Statement, summarizes material provisions of contracts and other documents that we refer to in the prospectus. Since
this prospectus does not contain all of the information contained in the Registration Statement, you should read the Registration Statement and
its exhibits and schedules for further information with respect to us and our ADSs.
We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Our
annual reports on Form 20-F are due within four months after fiscal year end. We are not required to disclose certain other information that is
required from U.S. domestic issuers. Also, as a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the
furnishing of proxy statements to shareholders and members of our management and supervisory boards and our principal shareholders are
exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
You may review and copy the Registration Statement, reports and other information we file at the SEC's public reference room at 100 F Street,
N.E., Washington, DC 20549. You may also request copies of these documents upon payment of a duplicating fee by writing to the SEC. For
further information on the public reference facility, please call the SEC at 1-800-SEC-0330. Our SEC filings, including the Registration
Statement, are also available to you on the SEC's website at http://www.sec.gov .
As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure
that select groups of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the
anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5. Since many of the disclosure obligations required of us as a foreign
private issuer are different than those required by other U.S. domestic reporting companies, our shareholders, potential shareholders and the
investing public in general should not expect to receive information about us in the same amount and at the same time as information is
received from, or provided by, other U.S. domestic reporting companies. We are liable for violations of the rules and regulations of the SEC
which do apply to us as a foreign private issuer.
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INDEX TO FINANCIAL STATEMENTS
Page
Financial Statements of voxeljet AG:
Report of Independent Registered Public Accounting Firm
F-2
Statement of Financial Position as of December 31, 2013 and 2012
F-3
Statement of Comprehensive Income (Loss) for the years 2013, 2012 and 2011
F-4
Statement of Changes in Equity for the years 2013, 2012 and 2011
F-5
Statement of Cash Flows for the years 2013, 2012 and 2011
F-6
Notes to the Financial Statements
F-7
F-1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Supervisory Board
voxeljet AG:
We have audited the accompanying statements of financial position of voxeljet AG (the "Company") as of December 31, 2013 and 2012, and
the related statements of comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended
December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of voxeljet AG as of
December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the years in the three-year period ended
December 31, 2013 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
[s] KPMG AG Wirtschaftsprüfungsgesellschaft
Munich, Germany
March 27, 2014
F-2
Table of Contents
voxeljet AG
STATEMENT OF FINANCIAL POSITION
Thousands of Euros
Current assets
Cash and cash equivalents
Financial assets
Trade receivables
Inventories
Income tax receivables
Other assets
Notes
12/31/2013
39,977
33,459
744
1,003
3,641
129
1,001
12/31/2012
4,104
301
108
625
2,806
—
264
17,939
1,561
62
16,316
—
6,634
925
52
5,299
358
57,916
10,738
11
12
12/31/2013
7,090
622
1,502
14
1,922
3,030
12/31/2012
4,322
533
560
17
2,366
846
10
11
12
5,426
1,337
3,863
226
5,198
1,063
4,128
7
45,400
3,120
46,038
(3,758 )
1,218
1,000
1,262
(1,044 )
57,916
10,738
6
7
8
9
Non-current assets
Financial assets
Intangible assets
Property, plant and equipment
Deferred tax assets
6
10
10
18
Total assets
Thousands of Euros
Notes
Deferred income
Trade payables
Income tax payable
Financial liabilities
Other liabilities and provisions
10
Non-current liabilities
Deferred income
Financial liabilities
Other liabilities and provisions
Equity
Subscribed Capital
Capital reserves
Accumulated deficit
26
26
Total equity and liabilities
F-3
Table of Contents
voxeljet AG
STATEMENT OF COMPREHENSIVE INCOME (LOSS)
Thousands of Euros
Revenues
Cost of sales
Gross profit
Selling expenses
Administrative expenses
Research and development
expenses
Other operating expenses
Other operating income
Operating profit (loss)
Notes
2013
14
15
16
16
2012
2011
11,688
(7,045 )
4,643
8,711
(4,957 )
3,754
7,257
(4,337 )
2,920
(2,640 )
(1,676 )
(1,510 )
(758 )
(1,160 )
(670 )
(2,651 )
(583 )
894
(2,013 )
(1,573 )
(62 )
822
673
(1,313 )
(140 )
831
468
Finance expense
Finance income
17
(380 )
37
(363 )
18
(389 )
5
Financial result
17
(343 )
(345 )
(384 )
(2,356 )
328
84
(358 )
(2,714 )
(116 )
212
(41 )
43
Profit (loss) before income taxes
Income taxes
Profit (loss)
18
—
Other comprehensive income
Total comprehensive income
(loss)
1
4
213
47
2,000,000
2,000,000
(1.21 )
0.11
0.02
(1.21 )
0.11
0.02
(2,714 )
Weighted average number of
ordinary shares outstanding
Earnings (loss) per ordinary
share — basic (EUR)
Earnings (loss) per ordinary
share — diluted (EUR)
2,252,000
F-4
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voxeljet AG
STATEMENT OF CHANGES IN EQUITY
Thousands of Euros
Balance at
January 1, 2011
Subscribed
capital
Capital
reserves
Accumulated
deficit
(1,299 )
1,000
1,262
—
—
43
—
Accumulated
other
comprehensive
loss
Total
equity
(5 )
958
Profit for the year
Other comprehensive
income
Balance at
December 31,
2011
—
—
1,000
1,262
(1,256 )
(1 )
1,005
Balance at
January 1, 2012
1,000
1,262
(1,256 )
(1 )
1,005
—
—
212
—
212
—
1
1
43
4
4
Profit for the year
Other comprehensive
income
Balance at
December 31,
2012
—
—
1,000
1,262
(1,044 )
—
1,218
Thousands of Euros
Balance at
January 1, 2013
1,000
1,262
(1,044 )
—
1,218
—
—
(2,714 )
Loss for the year
Reorganization (refer
to Note 26)
Initial public offering
(refer to Note 26)
Balance at
December 31,
2013
1,000
(950 )
1,120
45,726
3,120
46,038
F-5
(2,714 )
—
—
50
—
—
46,846
—
45,400
(3,758 )
Table of Contents
voxeljet AG
STATEMENT OF CASH FLOWS
Thousands of Euros
Cash Flow from operating activities
Profit (loss) for the period
2013
2012
2011
(2,714 )
212
Depreciation
Non cash sale to customer in exchange for customer loans
Proceeds from customer loans
Changes in deferred income taxes
Deferred income
1,493
(1,386 )
92
358
(686 )
1,343
(250 )
39
(45 )
(274 )
1,246
—
7
(33 )
(539 )
Change in working capital
Trade and other receivables and current assets
Inventories
Trade payables
Other liabilities and provisions
Income tax payable
1,203
(1,304 )
(836 )
942
2,403
(2 )
(589 )
131
(851 )
42
128
(39 )
(622 )
(349 )
(864 )
230
365
(4 )
Total
(1,640 )
436
102
Cash Flow from investing activities
Payments to acquire property, plant and equipment and
intangible assets
Payments to acquire financial assets
(11,176 )
(273 )
(702 )
(276 )
(222 )
(88 )
Total
(11,449 )
(978 )
(310 )
Cash Flow from financing activities
Proceeds (repayment) from bank overdrafts and lines of credit
Proceeds from sale and leaseback
Repayment of finance lease obligations
Repayment of long-term debt
Reorganization (refer to Note 26)
Proceeds from issuance of shares (refer to Note 26)
(707 )
1,900
(1,503 )
(339 )
50
46,846
1,250
776
(582 )
(1,099 )
—
—
859
950
(567 )
(1,190 )
—
—
Total
46,247
345
52
Net increase (decrease) in cash and cash equivalents
33,158
(197 )
(156 )
498
654
Cash and cash equivalents at beginning of period
301
43
Cash and cash equivalents at end of period
Supplemental Cash Flow Information
Interest paid net
Income taxes paid net
Non-cash items:
Additions to property, plant and equipment through lease
F-6
33,459
301
498
314
129
320
171
359
45
1,900
822
956
Table of Contents
voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS
Basis of preparation
1. The reporting entity
voxeljet AG (formerly Voxeljet Technology GmbH; in the following referred to as 'voxeljet' or the 'Company') is a high-tech company
headquartered in Friedberg, Germany. As a manufacturer of three-dimensional ("3D") printing systems, voxeljet has specialized in the
development, production and distribution of industrial printing machines and the sale of customized printed products to industrial customers.
The Company operates in two business divisions: Systems and Services. The voxeljet Systems business division creates innovative 3D printers.
Today, voxeljet has a product range that reaches from smaller entry models to large-format machines, and therefore offers 3D printer systems
for a wide range of application areas.
Through its Services business division, the Company also offers customized printed products such as sand molds and plastic models based on
CAD data through its 'on-demand production' service center. Small-batch and prototype manufacturers utilize the Company's machines for the
automatic, patternless manufacture of their casting moulds and 3D models. The Company's customer base includes automotive manufacturers
and suppliers as well as companies from the arts and design industries.
On October 23, 2013, the Company completed its initial public offering; American Depositary Shares representing ordinary shares of the
Company are traded on the New York Stock Exchange (refer to Note 26).
2. Preparation of financial statements
The financial statements of the Company were prepared in accordance with International Financial Reporting Standards (IFRS) as set forth by
the International Accounting Standards Board (IASB) and interpretations of the IFRS Interpretations Committee (IFRIC). The designation
IFRS also includes all valid IAS; the designation IFRIC also includes all valid interpretations of the Standing Interpretations Committee (SIC).
The financial statements were authorized for issue by the Management Board on March 27, 2014.
The balance sheet was structured in accordance with IAS 1, separating current from non-current assets and liabilities. Assets and liabilities
were classified as current if they are expected to be realized within twelve months of the balance sheet date. These financial statements were
prepared on the basis of historical cost.
The financial statements were prepared in Euros, the Company's functional currency. As used in these financial statements 'kEUR' means
thousands of Euros. Due to rounding, numbers presented throughout these notes may not add up precisely to the totals provided and
percentages may not precisely reflect the absolute figures.
The financial statements were prepared on the assumption that the Company will continue as a going concern.
For clarity, various line items of the statement of financial position and statement of comprehensive income (loss) have been combined. These
items are explained in the notes.
F-7
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
3. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been
consistently applied to all financial years presented.
Recognition of income and expenses
Revenue
Revenue from the sale of new or refurbished 3D printers is recognized upon the transfer of risks and rewards of ownership to the buyer, which
is upon completion of the installation of the 3D printers at the customer site and evidenced through final acceptance by the customer. Revenue
from the sale of custom-ordered printed products, consumables, or spare parts and other machine parts is recognized upon transfer of title,
generally upon shipment. Revenue for all deliverables in sales arrangements is recognized to the extent that it is probable that the economic
benefit arising from the ordinary activities of the business will flow to the Company and provided that the amount of revenue and the costs
incurred or to be incurred in respect of the sale can be measured reliably. Revenue is measured at the fair value of the consideration received or
receivable, which is fixed at the time of recognition of revenue. In instances where revenue recognition criteria are not met, amounts are
recorded as deferred income in the accompanying statements of financial position.
The Company provides customers with a standard warranty agreement on all machines for up to one year. The warranty is not treated as a
separate service because the warranty is an integral part of the sale of the machine. The provision associated with these warranty obligations
was not significant in 2013 or 2012.
After the initial one year warranty period, the Company offers its customers optional maintenance contracts. Maintenance contracts are
provided for a period of twelve months and automatically extended for another twelve months if not cancelled on time. Deferred maintenance
service revenue is recognized on a straight-line basis as the costs of providing services incurred under the contracts generally do not vary
significantly throughout the year.
Shipping and handling costs billed to customers for machine sales and sales of printed products and consumables are included in revenue in the
statements of comprehensive income (loss). Costs incurred by the Company associated with shipping and handling are included in selling
expenses in the statements of comprehensive income (loss).
The Company's terms of sale generally require payment within 30 to 60 days after shipment of a product, although the Company also
recognizes that longer payment periods are customary in some countries where it transacts business. To reduce credit risk in connection with
machine sales, the Company may, depending upon the circumstances, require significant deposits prior to shipment. In some circumstances, the
Company may require payment in full for its products prior to shipment and may require international customers to furnish letters of credit.
These deposits are reported as customer deposits included in other liabilities and provisions in the accompanying statements of financial
position. Services under maintenance contracts are billed to customers in advance on a monthly, quarterly, or annual basis, depending on the
contract and are included in deferred income in the statement of financial position.
F-8
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
3. Summary of significant accounting policies (Continued)
In the course of the Company's ordinary business activities refurbished 3D printers, which were operating in the Service segment on average
for 1.5 to 2.5 years, are routinely sold to customers. These 3D printers were operated in the production of manufacturing products ordered by
customers. Prior to their sale, these 3D printers are generally fully refurbished, which includes setting up a new printhead. Proceeds from the
sale of such refurbished 3D printers are recognized as revenue.
On four occasions, the Company has provided loans to three customers to cover the purchase price of a 3D printer. The Company recognized
revenue from the sale of these 3D printers upon acceptance by the customer.
Research and development expenses
The Company is continuously involved in the research and development of new methods and technologies relating to its products. All research
and development costs are charged to expense as incurred.
Government grants
Government grants awarded for project funding are recorded in "Other operating income" if the research and development costs have been
incurred and provided that the conditions for the funding have been met. Until then, amounts received under government grants have been
recorded as deferred income in the statement of financial position.
The benefit of a government loan at a below-market rate of interest is treated as a government grant. The loan is recognized and measured in
accordance with IAS 39. The benefit of the below-market rate of interest is measured as the difference between the initial carrying value of the
loan determined in accordance with IAS 39 and the proceeds received. The value of the government grant is recorded as deferred income in the
statement of financial position and recognized in the same period as the relevant research expenditures are incurred.
Leases
Finance leases consist primarily of borrowings associated with sale and leaseback transactions of 3D printers that were manufactured and used
within the Services segment. Additionally, the Company has entered into finance lease agreements for 3D printers manufactured by others.
Maturities of the financing leases extend to 2019. Leased assets are recognized at the lower of fair value or the present value of minimum lease
payments and depreciated over the asset's estimated useful life. Assets under finance leases are included in "Property, plant and equipment" in
the statement of financial position. Gains on sale and leaseback transactions are recorded as deferred income in the statement of financial
position and recognized as "Other operating income" over the respective lease term.
Operating leases consist of various lease agreements for the rental of manufacturing facilities, office and warehouse spaces, vehicles, and office
and IT equipment, expiring in various years through 2017. Rent expense under operating leases is charged to profit or loss on a straight-line
basis over the term of the lease.
F-9
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
3. Summary of significant accounting policies (Continued)
In 2013, voxeljet leased four 3D printers (2012 and 2011: two 3D printers) to customers under operating leases. Rental income is recognized
straight-line over the term of the lease as revenue.
Long Term Cash Incentive Plan
voxeljet has a Long-Term Cash Incentive Plan ("LTCIP") that provides for cash awards to non-executive employees. Compensation cost is
determined based on the grant-date fair value of the awards and recognized, net of estimated forfeitures due to termination of employment, on a
straight-line basis over the requisite service period of the award and depending on the evaluation of certain performance and market conditions.
The requisite service period is generally the vesting period stated in the award. The liability awards are measured at fair value at each balance
sheet date until settlement and are classified as "Other liabilities and provisions".
Foreign currencies
The financial statements were prepared in Euros, the Company's functional currency. Within the respective periods no changes in the functional
currency occurred.
Monetary transactions denominated in foreign currencies are translated to Euros at the exchange rates prevailing on the transaction date.
Monetary assets and liabilities in foreign currency are translated at the closing rate at the date of the statement of financial position. All realized
and unrealized exchange gains or losses are included in the statement of comprehensive income (loss).
Foreign averages exchange rates to Euro
Year ended December 31,
Average Rate
USD
GBP
1.3303
0.8493
1.2909
0.8112
1.4002
0.8678
2013
2012
2011
Foreign year end exchange rates to Euro
Year ended December 31,
Year End Rate
USD
GBP
1.3779
0.8363
1.3186
0.8123
1.2973
0.8440
2013
2012
2011
Income Tax
Income tax expense (benefit) consists of current and deferred tax expense and benefit in accordance with IAS 12.
Current income tax expense (benefit) is based on taxable profit (loss) for the year. Taxable profit (loss) differs from profit (loss) as reported in
the statement of comprehensive income (loss) because it
F-10
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
3. Summary of significant accounting policies (Continued)
excludes items of income or expense that are taxable or deductible in other years and further excludes items that are never taxable or
deductible. Current income tax expense (benefit) is calculated using tax rates that have been enacted or substantively enacted by the end of the
respective reporting period.
Deferred income tax expense (benefit) is recognized on temporary differences between the carrying amounts of assets and liabilities in the
statement of financial position and the corresponding tax base used in the computation of taxable profit (loss).
Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets, including for carry forward losses
to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized. The
carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer more
probable than not that sufficient taxable profits will be available to allow all or a part of the assets to be recovered.
Deferred tax expense (benefit) is calculated at the tax rates that are expected to apply in the periods when the liability is settled or the asset is
realized, based on tax rates (and tax regulations) that have been enacted or substantively enacted by the end of the reporting period. The
measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company
expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax expense (benefit) is
charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred taxation is
also recorded to equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off tax assets against tax liabilities and when they
relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
Deferred taxes are calculated with a combined tax rate of 28%, consisting of a corporate tax rate of 15.83% and a trade tax rate of 12.17%.
Intangible Assets
Intangible assets are entirely comprised of acquired intangible assets. These assets with finite useful lives — mainly software and licenses —
are carried at cost less accumulated amortization. Amortization for intangible assets with finite useful lives is recognized on a straight-line basis
over their useful lives.
The estimated useful economic lives of acquired intangible assets are presented in the following table:
USEFUL LIFE OF INTANGIBLE ASSETS
Software
Licenses
3 years
6 years
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Table of Contents
voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
3. Summary of significant accounting policies (Continued)
An intangible asset is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the
asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying
amount of the item) is included in the profit or loss in the period in which the item is derecognized.
Property, Plant and Equipment
Property, plant and equipment is carried at acquisition or manufacturing (for internally manufactured equipment) cost and depreciated on a
straight-line basis over the estimated useful lives of the related assets, taking into account estimated residual values. Realized gains and losses
are recognized upon disposal or retirement of the related assets and are reflected in 'Other operating income' or 'Other operating expenses'.
Subsequent expenditures are capitalized only if it is probable that voxeljet will receive additional economic benefits from the particular asset
associated with these expenditures, and the costs can be determined reliably. Repair and maintenance expenditures are expensed as incurred.
The estimated useful economic lives of items of property, plant and equipment are as follows:
USEFUL LIFE OF PROPERTY, PLANT AND EQUIPMENT
Leasehold improvements
Buildings
Plant and machinery
Other facilities, machinery and factory equipment
Office equipment
6-9 years
33 years
7-8 years
2-10 years
3-12 years
Useful lives, depreciation methods and residual values are reviewed at least annually and, in case they change significantly, depreciation
charges for current and future periods are adjusted accordingly.
Inventories
Inventories are measured at the lower of acquisition cost, as determined on the first-in, first-out (FIFO) method, or manufacturing cost and net
realizable value. Manufacturing costs comprise all costs that are directly attributable to the manufacturing process, such as direct material and
labor, and production related overheads (based on normal operating capacity and normal consumption of material, labor and other production
costs), including depreciation charges. Net realizable value is the estimated selling price in the ordinary course of business less applicable
variable selling expenses.
Impairment of non-financial assets
The Company assesses at the end of each reporting period whether there is an indication that a non-financial asset may be impaired. The asset
is tested for impairment if there are indicators that the carrying amounts may not be recoverable. An impairment loss is recognized in the
amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is defined as the higher of an asset's fair
value less cost to sell and its value in use.
If the fair value less cost to sell cannot be determined, or if it is lower than the carrying amount, the value in use is calculated. In calculating the
value in use by discounting the future expected cash flows
F-12
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
3. Summary of significant accounting policies (Continued)
at a risk-adequate pre-tax interest rate, current and expected future cash flows are taken into account, together with technological, economic
and general development trends, on the basis of approved and adjusted financial plans.
Financial instruments
Non-derivative financial assets
The Company initially recognizes financial assets on the trade date, which is the date that the Company becomes a party to the contractual
provisions of the instrument. The Company classifies non-derivative financial assets into the 'loans and receivables' category.
Loans and receivables
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are
recognized initially at fair value. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective
interest method, less any impairment losses.
Cash and cash equivalents
Cash and cash equivalents include cash, deposits and other short-term, highly liquid financial assets that have an original maturity of not more
than three months and are exposed only insignificantly to the risk of changes in their fair value. The Company maintains cash balances with
financial institutions located in Germany. Restricted cash is restricted as to withdrawal or use and consists of cash deposits pledged as collateral
for bank borrowings.
Derivative financial instruments
The Company entered into an interest rate swap agreement to hedge the interest rate risk associated with variable rate debt. This interest rate
swap expired in 2012. The Company does not purchase, hold or sell derivative financial instruments for trading or speculative purposes. The
interest rate swap was recognized at fair value in 'Financial liabilities' in the statement of financial position. The effective part of gains or losses
from changes in the fair value of the interest rate swap was recognized in 'Other comprehensive income' in the statement of comprehensive
income (loss).
Other assets
Other assets include mainly security deposits for leases, prepaid expenses and deferred charges as well as amounts relating to VAT.
Other liabilities and provisions
Other liabilities and provisions consist mainly of customer deposits in relation to machine sales and provisions for personnel such as bonuses,
royalties and vacation pay. In addition, other liabilities and provisions include amounts accrued under the LTCIP (refer to Note 12).
Deferred income
Deferred income consists of deferred gains from 3D printers sold and leased back under finance leases, prepaid customer fees for maintenance
contracts and deferred grant income related to the below-market loan.
F-13
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
3. Summary of significant accounting policies (Continued)
Earnings (loss) per share
Basic earnings per share amounts are calculated by dividing profit (loss) by the weighted average number of ordinary shares outstanding. There
are no dilutive instruments issued and outstanding.
4. Changes in reporting standards
The IASB issued a number of new IFRS standards which were required to be adopted in annual periods beginning on January 1, 2013.
Standard
IFRS 1
IFRS 7
IFRS 10
IFRS 11
IFRS 12
IFRS 13
IAS 19
IAS 27
IAS 28
Various Standards
IFRIC 20
Effective
date
01/2013
01/2013
01/2013
01/2013
01/2013
01/2013
01/2013
01/2013
01/2013
01/2013
01/2013
Description
Amendments to IFRS 1 — Government Loans
Disclosures — Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7)
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interest in Other Entities
Fair Value Measurement
Employee Benefits (2011)
Separate Financial Statements (2011)
Investments in Associates and Joint Ventures (2011)
Annual Improvements to IFRS 2009-2011
Stripping Costs in the Production of a Surface Mine
The Company has determined that the new standards, amendments or interpretations have no impact on the financial statements, as the
concerned aspects are not relevant for the Company.
Amendments IAS 32
Various Standards
IAS 36
IAS 39
IFRIC 21
IAS 19
IFRS 14
01/2014
01/2014
01/2014
01/2014
01/2014
07/2014
01/2016
Offsetting Financial Assets and Financial Liabilities
Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27)
Amendment Recoverable Amount Disclosures for Non-Financial Assets
Amendment Novation of Derivatives and Continuation of Hedge Accounting
Levies
Amendment Defined Benefit Plans: Employee Contributions
Regulatory Deferral Accounts
The Company has determined that the new standards, amendments or interpretations have no impact on the financial statements, as the
concerned aspects are not relevant for the Company.
F-14
Table of Contents
voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
5. Critical accounting judgment and key sources of estimation and uncertainty
In the process of applying the Company's accounting policies, management is required to make judgments, estimates and assumptions about the
carrying amounts of assets and liabilities that are not readily apparent from other sources. These estimates and associated assumptions are
based on the knowledge available as of the preparation date of the financial statements and historical experiences as well as other factors that
are considered to be relevant. The estimates and underlying assumptions are reviewed on an ongoing basis.
Unforeseeable developments outside management's control may cause actual amounts to differ from the original estimates. In that case, the
underlying assumptions and, if necessary, the carrying amounts of the pertinent assets and liabilities are adjusted accordingly. Revisions to
accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the
revision and future periods, if the revision affects both current and future periods.
The assumptions and estimates refer primarily to the determination of the useful lives of property, plant and equipment, the application of the
criteria for recognizing finance leases, the realization of receivables and customer loans, measurement of inventory, the recognition and
measurement of provisions, the recognition and measurement of share based payment liabilities and the possibility of using tax loss
carry-forwards.
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed
below.
Sales agents are used in connection with the sale of 3D printers. These sales agents receive a sales commission based on a percentage of the
sale price for each sale initiated by them. Generally, the commission is paid only after the customer has paid the final invoice.
Useful lives
The estimated useful lives and depreciation methods for and property, plant and equipment are based on experiential values. The estimation of
the useful life of an asset is based on the experience of the Company with similar assets that are used in a similar way. Additional depreciation
is recorded if the estimated useful lives and/or the residual values of property, plant and equipment are different from the previous estimation
(refer to Note 10 'Intangible assets and property, plant and equipment').
Criteria for classifying leases as lessee
A finance lease is an arrangement that transfers substantially all the risks and rewards incident to ownership of an asset to the lessee. Whether a
lease is a finance lease or an operating lease depends on the substance of the transaction rather than the form of the contract. The criteria to
classify a lease as a finance lease are as follows (one criterion is sufficient to meet the classification as finance lease):
1.
the lease transfers ownership of the asset to the lessee by the end of the lease term;
2.
the lessee has a bargain purchase option and it is reasonably certain at the date of inception that the option will be exercised;
F-15
Table of Contents
voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
5. Critical accounting judgment and key sources of estimation and uncertainty (Continued)
3.
the lease term is for the major part of the economic life of the asset even if title is not transferred;
4.
at the inception of the lease the present value of the minimum lease payments amounts to substantially all of the fair value of the leased
asset;
5.
the leased assets are of such a specialized nature that only the lessee can use them without major modifications;
6.
gains or losses from the fluctuation in the fair value of the residual accrue to the lessee;
7.
the lessee has the ability to continue the lease for a secondary period at a rent that is substantially lower than market rent; and
8.
if the lessee can cancel the lease, our associated losses are borne by the lessee.
All of our leaseback arrangements for 3D printers transfer ownership of the asset to the Company at the end of the lease term, therefore, these
leases are accounted for as finance leases.
Trade receivables and customer loans
The Company evaluates customer accounts with past-due outstanding balances or specific accounts for which it has information that the
customer may be unable to meet its financial obligations. Based upon a review of these accounts and management's analysis and judgment, the
Company estimates the future cash flows expected to be recovered from these receivables. The amount of the impairment on doubtful
receivables is measured individually and recorded as a specific allowance against that customer's receivable balance to the amount expected to
be recovered. The allowance is re-evaluated and adjusted periodically as additional information is received.
Inventories
Management reviews inventories on a product-by-product basis at the end of each reporting period to identify obsolete and slow-moving
inventory items that are no longer suitable for use in production. Management estimates the net realizable value of finished goods, work-in
progress and raw materials primarily based on current market conditions and based on its experience in manufacturing and selling products of
similar nature. If net realizable value is lower than cost, an allowance is recorded.
Provisions and other liabilities
Provisions are recognized and measured on the basis of the estimate and probability of future outflows of resources embodying benefits, as well
as on the basis of experiential values and the circumstances known at the end of the reporting period. Assumptions also are made as to the
probabilities whether and within what ranges the provisions may be used. The assessment of whether a present obligation exists is generally
based on assessments of internal experts. Estimates can change on the basis of new information and the actual charges may affect the
performance and financial position of the Company.
F-16
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
5. Critical accounting judgment and key sources of estimation and uncertainty (Continued)
In determining the fair value of the liability for the LTCIP, the Company estimates a probability of achievement of the target of 80% based on
the recent development of the Company's share price and revenues and considering the current market conditions. Moreover, the Management
Board expects a labor turnover rate of 5.8% based on historical data.
Notes to the Statement of Financial Position
6. Financial assets
Financial assets consist of loans and restricted cash. Loans in the amount of kEUR 1,386 and kEUR 250 were granted to customers in 2013 and
2012, respectively, as a means of financing their acquisition of 3D printers.
Carrying amount
Nominal
amount
Thousands
of
Euros
12/31/2013
12/31/2012
Loan 1
—
292
Loan 2
209
255
Loan 3
626
—
Loan 4
708
—
1,543
547
Total
Date of
issue
January
2011
Interest
rate
Due date
340
May 2012
September
2013
December
2013
250
678
708
—
October
4.75 %
2017
September
4.00 %
2018
December
4.00 %
2018
4.80 %
1,976
In February 2013, the Company repurchased a 3D printer that it had sold subject to a loan in 2010 and waived the unamortized balance on this
loan, which was kEUR 294, in a non-cash transaction. This printer was then sold and leased back in a transaction with a bank and concurrently
subleased to a different customer pursuant to an operating lease.
Sales of 3D printers in exchange for customer loans represent non-cash transactions for purposes of the cash flow statement.
The following table details the composition of restricted cash at each reporting date:
RESTRICTED CASH
Thousands of Euros
Cash deposit
Safeguard retention LfA
Total
12/31/2013
12/31/2012
617
145
762
340
145
485
The safeguard retention LfA amount relates to an amount withheld by LfA Foerderbank Bayern from proceeds provided under a subsidized
loan. LfA Foerderbank Bayern is commissioned by the government to promote regional economic developments with instruments of a bank.
F-17
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
7. Trade receivables
Credit terms provided to customers are determined individually and are dependent on already existing customer relationships and the
customer's payment history. The aging of trade receivables was as follows at each reporting date:
AGING STRUCTURE OF TRADE RECEIVABLES
Thousands of Euros
Not due at the end of the reporting period
Amount past due for the following time ranges
Less than 3 months
Between 3 and 6 months
Between 6 and 9 months
Between 9 and 12 months
More than 12 months
Total
12/31/2013
12/31/2012
652
295
315
18
6
2
10
1,003
321
8
1
—
—
625
The change in the allowance for doubtful accounts is as follows:
Change in the allowance for doubtful accounts
Thousands of Euros
Balance at beginning of period
Charges
Release to income
Write offs
Balance at end of period
12/31/2013
12/31/2012
—
17
—
(1 )
16
16
38
(16 )
—
38
8. Inventories
Inventories consist of the following for the years reported:
INVENTORIES BY CATEGORY
Thousands of Euros
Raw Materials
Work in progress
Finished goods
Total
12/31/2013
12/31/2012
271
2,800
570
170
2,252
384
3,641
2,806
Impairment of inventories was recorded in 2012 amounting to kEUR 11; no impairments were recorded in 2013 and 2011, respectively.
F-18
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
9. Other assets
In 2013, the other assets were comprised mainly of prepaid insurance fees (kEUR 369), prepaid expenses (kEUR 178) and value-added tax to
be claimed (kEUR 341). In 2012, the other assets primarily included insurance fees (kEUR 14), prepaid expenses (kEUR 50), value added tax
to be claimed (kEUR 74) and deposits (kEUR 120).
10. Intangible assets and property, plant and equipment
PROPERTY, PLANT AND EQUIPMENT
Thousands of Euros
Land, buildings and leasehold improvements
Plant and machinery (includes assets under finance lease)
Other facilities, factory and office equipment
Assets under construction
12/31/2013
7,566
5,158
650
2,942
Total
Thereof pledged assets of Property, Plant and
Equipment:
Thereof leased assets included in Property, Plant and
Equipment:
Printing machines
Other factory equipment
12/31/2012
17
4,578
704
—
16,316
5,299
846
1,180
3,717
3,664
53
3,244
3,166
78
The assets were pledged as a security for certain bank borrowings, credit lines and other transactions and facilities.
The following table presents the composition of, and annual movement in, intangible assets and property, plant and equipment for the financial
years 2013 and 2012, respectively:
2013
Depreciation and amortization
Acquisition and manufacturing cost
Current
year
Thousands of
Euros
01/01/2013
Additions
Disposals
Transfer
12/31/2013
01/01/2013
Disposals
Transfer
12/31
Intangible . assets
Software
Licenses
135
36
20
0
0
0
0
0
155
36
83
36
10
0
0
0
0
0
Total
171
20
0
0
191
119
10
0
0
27
7,553
0
0
7,580
10
4
0
0
Property, plant
and equipment
Land, building and
leasehold
improvements
Plant and
machinery
Other facilities,
factory and
office
equipment
Assets under
construction and
prepayments
made
Subtotal
Leased products
Total
3,474
516
460
1,922
5,452
2,140
292
82
1,661
1,530
145
2
0
1,673
826
197
0
0
0
5,031
6,030
2,942
11,156
1,900
0
462
441
2,942
17,647
5,567
0
2,976
2,786
0
493
990
0
82
265
11,061
13,056
903
23,214
5,762
1,483
347
F-19
0
1,922
(1,922 )
0
0
1,661
(1,661 )
0
Table of Contents
voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
10. Intangible assets and property, plant and equipment (Continued)
2012
Depreciation and amortization
Acquisition and manufacturing cost
Current
year
Thousands of
Euros
01/01/2012
Additions
Disposals
12/31/2012
01/01/2012
Disposals
12/31/2012
Intangible assets
Software
Licenses
110
36
25
0
0
0
135
36
76
36
7
0
0
0
83
36
Total
146
25
0
171
112
7
0
119
27
0
0
27
7
3
0
10
3,227
531
284
3,474
1,988
306
154
2,140
1,385
4,639
5,412
146
677
822
1
285
204
1,530
5,031
6,030
633
2,628
2,076
193
502
834
0
154
124
826
2,976
2,786
10,051
1,499
489
11,061
4,704
1,336
278
5,762
Property, plant
and
equipment
Leasehold
improvement
Plant and
machinery
Other facilities,
factory and
office
equipment
Subtotal
Leased products
Total
In December 2013, voxeljet purchased land, two production halls, and one building under construction for a total purchase price of kEUR
9,965. One of the production halls was previously leased by voxeljet from the seller; the lease was terminated as of December 31, 2013. The
seller is committed to completing construction of the administrative building by March 2014. The Company is committed to purchase
additional land for kEUR 618.
No impairments of non-financial assets were recorded within the respective years.
In total, the Company has entered into sale and leaseback transactions for 17 self-produced 3D printers, which were sold to banks and leased
back with the intention to be used in the Services segment for the purpose of producing custom-ordered printed products and to sell them to
customers as used printers. As of December 31, 2013, the Company has 10 active leasing contracts compared to eight in 2012. One contract
was terminated and one contract expired during 2013.
In 2013 and 2012, the Company entered into sale and leaseback transactions for four and two self-produced 3D printers with sales proceeds of
kEUR 1,900 and kEUR 776, respectively. In connection with these transactions the Company sold 3D printers with manufacturing costs of
kEUR 851 and kEUR 266 in 2013 and 2012, respectively. The gain from the sale of kEUR 1,049 and kEUR 510 was deferred and is amortized
over the respective lease term. Three of the 3D printers are used in the Services segment and one was leased to a customer under an operating
lease.
Leases of 3D printers are non-cash transactions for purposes of the cash flow statement.
In connection with the sale of refurbished 3D printers to customers, the Company early terminated one finance lease each in 2013 and 2012 and
repurchased the 3D printer from the lessor. One other refurbished printer that had been carried as property, plant and equipment was sold to a
customer in 2012.
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
10. Intangible assets and property, plant and equipment (Continued)
In addition to the sale and leaseback transactions of self-produced equipment in 2013 and 2012, the Company entered into finance lease
agreements for property, plant, and equipment with costs of kEUR 0 and kEUR 46, respectively.
11. Financial liabilities
Financial liabilities consist of the following: bank overdrafts and lines of credit, long-term debt, finance lease obligations and derivatives.
Bank overdrafts and lines of credit
The Company has lines of credit with several banks to fund working capital requirements. The following table provides relevant details:
Bank overdrafts and lines of credit
12/31/2013
Interest
rate
Thousands
of Euros
1
2
3
4
5
6
7
8
12/31/2012
Nominal
Value
4.75 %
3.64 %
6.50 %
5.75 %
4.75 %
6.50 %
3.15 %
6.75 %
500
750
250
50
250
150
550
150
Termination
12/31/2014
12/31/2015
—
—
12/30/2017
—
03/28/2014
11/30/2014
2,650
Total
Carrying amount
—
—
—
—
205
25
528
—
758
500
503
78
—
250
134
—
—
1,465
The nominal value of one line of credit was extended by kEUR 250 amounting to kEUR 750 as of December 31, 2013, compared to year end
2012.
Long-term debt
In September 2009, voxeljet entered into a fixed rate loan agreement with LfA Foerderbank Bayern to receive funding for research into
high-speed 3D printing technology. This loan was granted at favorable terms, including an interest-free period through June 2011 and a stated
interest rate of 2.8% for the remaining term, which was deemed to be below market at the inception of the loan (based on the Company's credit
spread of 3.05% and the 3-month EURIBOR rate). The loan has a term of nine years. Payments of kEUR 90 are due semi-annually on June 30
and December 30, starting on December 30, 2011. Proceeds from the loan were kEUR 1,450. As security, 10% of loan proceeds were withheld
by the bank and deposited in a safeguard retention LfA deposit account, which is included in restricted cash.
The value of the favorable terms represents a government grant, which was recognized as 'Deferred income' and a grant asset of kEUR 179 at
inception. As the loan compensated voxeljet for research
F-21
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
11. Financial liabilities (Continued)
expenditure during the period proceeds were received, the grant income was recognized as 'Other operating income' in the same period as the
relevant expenses were incurred through December 2011.
Upon receipt of the loan proceeds, the grant asset was offset against the related loan liability. The loan liability is accreted over the term of the
loan using the effective interest method. At December 31, 2013 and 2012, the LfA loan had a balance of kEUR 914 and kEUR 1,066,
respectively.
In July 2010, the Company entered into a kEUR 650 loan agreement due June 30, 2016. Interest is payable at a fixed rate of 6.0%. Payments of
kEUR 11 are due monthly. At December 31, 2013 and 2012, the loan had a balance of kEUR 299 and kEUR 407, respectively.
In December 2010, the Company entered into a kEUR 550 loan agreement due September 30, 2017. Interest is payable at a fixed rate of 5.38%.
Payments of kEUR 20 are due quarterly. At December 31, 2013 and 2012, the loan had a balance of kEUR 295 and kEUR 373, respectively.
Finance lease obligations
voxeljet finances part of its production machinery and associated equipment by means of sale and leaseback transactions, expiring in various
years through 2019. Please refer to Note 23 'Leases' below for detailed information.
The following table shows the maturity profile of voxeljet's financial liabilities based on contractual undiscounted payments:
MATURITIES OF FINANCIAL LIABILITIES
12/31/2013
Carrying amount
Remaining term
Gross
cash
outflow
Thousands of Euros
Bank overdrafts
and lines of
credit
Long-term debt
Finance lease of
obligations
Total financial
liabilities
Current
Non-current
Total
<1 year
1-5 years
>5 years
583
374
175
1,133
758
1,507
758
1,730
583
430
175
1,208
—
92
965
2,555
3,520
3,801
1,110
2,627
64
1,922
3,863
5,785
6,289
2,123
4,010
156
12/31/2012
Carrying amount
Remaining term
Gross
cash
outflow
Thousands of Euros
Bank overdrafts
and lines of
Current
740
Non-current
725
Total
1,465
<1 year
1,465
740
1-5 years
725
>5 years
—
credit
Long-term debt
Finance lease of
obligations
389
1,457
1,846
2,168
439
1,638
91
1,237
1,946
3,183
3,926
1,464
2,462
—
Total financial
liabilities
2,366
4,128
6,494
7,559
2,643
4,825
91
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
12. Other liabilities and provisions
Other liabilities and provisions include accruals for tax, warranties and personnel expenses. Accruals for tax comprise VAT payables and other
taxes. Accruals for personnel expense relate to social security, performance-related bonuses, LTCIP, outstanding vacation entitlements, and
compensation to employees for inventions.
voxeljet has a Long-Term Cash Incentive Plan ("LTCIP") that provides for cash awards to non-executive employees. Under the plan, which
was announced on October 2, 2013, the Company may grant individual award units of EUR 5,000 each up to a total maximum amount of 10%
of the net proceeds received by the Company upon closing of the initial public offering of shares. An initial grant of 684 award units was made
to participants on October 2, 2013.
The vesting of the awards occurs during three separate performance periods, with 20% of the awards vesting in the first performance period
ended December 31, 2013, 40% of the awards vesting in the second performance period ending December 31, 2015, and the remaining 40%
vesting in the third performance period ending December 31, 2017. Vesting of the awards during the first performance period was subject to a
revenue growth target and the successful completion of the initial public offering. Both conditions were met as of December 31, 2013. Vesting
of the awards during the second and third performance periods is subject to performance and market conditions, including revenue growth and
increase in share price of the ADSs compared to the initial public offering price per ADS. The awards are nontransferable during the vesting
periods.
The liability for fully vested LTCIP awards as of December 31, 2013 was kEUR 734; the total provision for LTCIP awards was kEUR 887.
Payment of the fully vested awards will occur in April 2014.
The included customer deposits within other liabilities amount to kEUR 901 and kEUR 482 in 2013 and 2012, respectively.
Within the other liabilities and provisions at December 31, 2013 are also included real estate transfer taxes (kEUR 349; in 2012: kEUR 0),
employee bonuses (kEUR 357; in 2012: kEUR 149), accruals for management compensation (kEUR 250; in 2012: kEUR 55), accruals for
vacation and overtime (kEUR 113; in 2012: kEUR 61) and accruals for licenses (kEUR 103; in 2012: kEUR 53).
Thousands of
Euro
Personnel
expenses
Warranties
Total
January 1,
2013
Usage
Reversal
Addition
December 31,
2013
7
18
0
18
0
0
228
25
235
25
25
18
0
253
260
In 2013, 2012 and 2011, product warranty expense amounted to kEUR 25, kEUR 17 and kEUR 11, respectively, and was included in other
operating expenses.
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
13. Financial instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. The fair value hierarchy defines the following levels:
–
Level 1: Quoted prices of the respective financial asset or financial liability in active markets
–
Level 2: Other directly observable input parameters which contribute to establishing the fair value based on a valuation model
–
Level 3: Input parameters not based on observable market data
The following tables list the carrying values and fair values of all non-derivative financial instruments held by voxeljet. The carrying amounts
of current assets and liabilities approximate fair value due to their short maturities.
FINANCIAL LIABILITIES
Thousands of Euros
Bank overdrafts and lines of
credit
Long-term debt
Finance lease of obligations
Total financial liabilities
12/31/2013
Carrying
amount
Fair value
12/31/2012
Carrying
amount
Fair value
758
1,507
3,520
758
1,573
3,549
1,465
1,846
3,183
1,465
1,988
3,186
5,785
5,880
6,494
6,639
The fair value of long-term debt was determined using discounted cash flow models based on the relevant forward interest rate yield curves.
The fair value of finance lease obligations was determined using discounted cash flow models based on market interest rates available to the
Company for similar transactions at the relevant date.
Due to the short maturity and the current low level of interest rates, the carrying amount of credit lines and bank overdrafts approximate fair
value.
F-24
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
13. Financial instruments (Continued)
The fair values and carrying amounts of financial assets categorized as loans and receivables are as follows:
FINANCIAL ASSETS
Thousands of Euros
Bank overdrafts and lines of
credit
Long-term debt
Finance lease of obligations
Total financial liabilities
12/31/2013
Carrying
amount
Fair value
12/31/2012
Carrying
amount
Fair value
33,459
1,003
2,305
33,459
1,003
2,287
301
625
1,033
301
625
1,049
36,767
36,749
1,959
1,975
The fair value of customer loans included in financial assets was determined using a discounted cash flow model based on observable inputs
from the relevant forward interest rate yield curve plus an appropriate risk premium.
14. Revenues
In the respective years, voxeljet's revenues were generated in the following geographical regions:
REVENUES BY GEOGRAPHICAL REGION
Thousands of Euros
EMEA
Asia Pacific
Americas
Total
2013
11,286
142
260
2012
7,404
958
349
2011
7,112
73
72
11,688
8,711
7,257
In 2013, 2012 and 2011, the Company earned kEUR 4,486, kEUR 4,094 and kEUR 4,790, respectively, in Germany.
During 2013 and 2011, the Company conducted a significant portion of its business with a limited number of customers. The Company had one
customer, Propshop Ltd., Iver Heath, United Kingdom, with 13% of total revenues in 2013, and Daimler AG, Stuttgart, Germany, with 11% of
total revenue in 2011. No other customer represented 10% or more of total revenue.
In September 2013, the Company recognized revenue of kEUR 868 on the sale of two new 3D printers to a customer in exchange for
consideration consisting of kEUR 630 cash and kEUR 238 in research services to be received. The revenue recognized represents the fair value
of the 3D printers sold determined by reference to the average discount off list price for such printers.
F-25
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
15. Cost of sales
Cost of sales includes cost of material, purchased services, cost for finished goods and allocated costs directly related to production.
COST OF SALES
Thousands of Euros
Personnel expenses
Material costs
Depreciation
Rental expense
Total
2013
(3,133 )
(2,176 )
(1,145 )
(591 )
2012
(2,215 )
(1,299 )
(956 )
(487 )
2011
(1,676 )
(1,228 )
(901 )
(532 )
(7,045 )
(4,957 )
(4,337 )
16. Other operating income and expense
Other operating income includes primarily government grants received for ongoing research and development projects and the recognition of
the gain on sale and leaseback transactions upon release from deferred income.
The details of other operating income are presented in the table below:
OTHER OPERATING INCOME
Thousands of Euros
Government grant income
Amortization of gain on sale and leaseback transactions
Other
Total
2013
260
546
88
2012
436
362
24
2011
308
523
—
894
822
831
For the respective periods, other operating expenses relate mainly to additions to the allowances for receivables or write-off of receivables and
to a negative effect on derecognition of financial liabilities.
OTHER OPERATING EXPENSES
In 2013, other operating expense amounts to kEUR 583 compared to kEUR 62 in 2012 and kEUR 140 in 2011. In 2013, other operating
expenses include kEUR 557 of expenses related to the initial public offering.
17. Financial result
For the periods 2013, 2012 and 2011, the financial result is mainly driven by interest expense on finance leases, bank overdrafts and drawings
under credit lines and long-term debt. Interest expense on finance lease obligations were kEUR 198, kEUR 224 and kEUR 237 in the financial
years 2013, 2012 and 2011, respectively. The financial result for 2013 also mainly includes interest expenses related to
F-26
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
17. Financial result (Continued)
credit lines and long-term debts (kEUR 153) partially offset by interest income from bank balances (kEUR 37).
18. Income taxes
Income taxes consist of the following:
Income tax (expense) benefit
Thousands of Euros
Current tax expense
Deferred tax (expense) benefit
2013
Total
—
(358 )
2012
(137 )
21
2011
(91 )
50
(358 )
(116 )
(41 )
The deferred tax expense results from changes in deferred tax assets and Liabilities on temporary differences.
Deferred tax assets and liabilities
The components of net deferred income taxes at the end of the respective reporting periods were as follows:
SOURCES OF DEFERRED TAX ASSETS AND LIABILITIES
Thousands of
Euros
Trade receivables
Other receivables
and current assets
Property, plant &
equipment
Current deferred
income
Other current
financial
liabilities
Other current
liabilities and
provisions
Non-current
deferred income
Non-current
financial
liabilities
Accumulated other
comprehensive
loss
Valuation allowance
12/31/2013
Deferred tax
Deferred tax
assets
liabilities
18
(6 )
12/31/2012
Deferred tax
Deferred tax
assets
liabilities
5
(4 )
52
(14 )
—
—
—
(1,052 )
—
(914 )
167
—
125
—
270
—
346
—
—
(35 )
—
(28 )
375
(8 )
293
—
715
(23 )
569
(34 )
—
(459 )
—
—
—
—
—
—
Tax assets
(liabilities)
Set off of tax
Net tax assets
1,138
(1,138 )
—
(1,138 )
1,138
—
1,338
(980 )
(980 )
980
358
—
At December 31, 2013 voxeljet had gross loss carry-forwards for corporation tax and trade tax losses of kEUR 4,187 and kEUR 4,064,
respectively, for which no deferred taxes have been recognized. These tax losses can be carried forward without restriction for future offset
against taxable profits.
F-27
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
18. Income taxes (Continued)
In addition, a valuation allowance of kEUR 459 on net deferred tax assets related to sale and leaseback transactions was recorded in 2013.
Reconciliation of profit before income taxes to income tax
The reconciliation between profit before income taxes and income tax (expenses) benefit is as follows:
RECONCILIATION OF INCOME TAXES
Thousands of Euros
Profit (Loss) before tax
Tax expense at prevailing statutory rate (28%)
Non-deductible expenses
Unrecognized temporary differences
Income tax expense
2013
(2,356 )
660
(23 )
(995 )
2012
328
(92 )
(15 )
(9 )
(358 )
(116 )
2011
84
(24 )
(14 )
(3 )
(41 )
19. Personnel expenses
Personnel expenses included in cost of sales, research and development, selling and administrative expenses comprise:
PERSONNEL EXPENSES
Thousands of Euros
Wages and salaries
LTCIP
Social security contributions
Total
2013
3,850
729
930
2012
2,797
—
591
2011
2,439
—
512
5,509
3,388
2,951
20. Segment reporting
voxeljet operates in two reportable segments — Systems and Services — which reflect the internal organizational and management structure
according to the distinct nature of the two businesses. The Systems business derives its revenues from the manufacture of 3D printers, and the
Services business provides custom-ordered printed product to customers.
The measurement principles used by voxeljet in preparing this segment reporting are also the basis for segment performance assessment. The
Chief Executive Officer of voxeljet acts as a chief operating decision maker. As a performance indicator, the chief operating decision maker
controls the performance by the Company's revenues and gross profit.
F-28
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
20. Segment reporting (Continued)
The following table summarizes segment reporting for each of the reporting periods ended December 31. As management's controlling
instrument is mainly revenue-based, the reporting information does not include a detailed breakdown of all assets and liabilities by category.
The sum of the amounts for the two segments equals the total for the Company in each of the years.
SEGMENT REPORTING
Thousands of
Euros
Revenues
Gross profit
12/31/2013
SYSTE SERVICE
MS
S
6,343
5,345
2,505
2,138
12/31/2012
SYSTE SERVICE
MS
S
3,464
5,247
1,399
2,355
40.4 %
854
44.9 %
4,445
12/31/2011
SYSTE SERVICE
MS
S
2,206
5,051
569
2,351
Gross profit in %
PPE
39.5 %
4,913
40.0 %
11,403
25.8 %
592
46.5 %
4,755
Trade receivables
558
445
189
436
167
683
Trade payables
632
870
318
242
268
249
Depreciation and
amortization
(excl. Intangible
assets)
174
1,309
229
1,107
171
1,059
Systems revenues include revenues from the sales of used 3D printers of kEUR 300, kEUR 500 and kEUR 519 for the years ended
December 31, 2013, 2012 and 2011, respectively.
Throughout 2013, 2012 and 2011, all non-current assets were located at Germany.
21. Financial risk management
The Company's Management Board is responsible for implementing the finance policy and for ongoing risk management. Transactions related
to activities in the area of financial instruments require the prior approval of the Chief Financial Officer. Derivative financial instruments have
not been used for speculative purposes and have served solely to hedge risks connected with business operations.
Foreign exchange risk
For the year ended December 31, 2013, voxeljet generated 56.4% of its revenues in the eurozone. Additionally, the majority of the Company's
sourcing transactions are also transacted in Euros in that zone. The Company has USD 7.6 million in foreign currency accounts that are subject
to foreign exchange risk.
Interest rate risk
voxeljet's principal interest-bearing positions are liabilities for bank borrowings and finance lease obligations. These liabilities are entirely at a
fixed interest rate, with the exception of one variable loan which is converted to a fixed-rate position through the use of an interest rate swap,
which expired in 2012. As such, changes in market interest rates have no effect on the accounts.
F-29
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
21. Financial risk management (Continued)
Credit risk
Credit risk is the risk of the Company suffering a financial loss as the result of its counterparties being unable to perform their obligations. The
Company is exposed to credit risk from its operating activities (mainly trade receivables and customer loans) and from its financing activities,
including deposits with banks and financial institutions. voxeljet seeks to minimize such risk by entering into transactions with counterparties
that are believed to be creditworthy business partners or with financial institutions which meet high credit rating requirements. In addition, the
portfolio of receivables and customer advances is monitored on a continuous basis. Credit risk is limited to a specified amount with regard to
individual receivables. As of December 31, 2013, there are three customer loans amounting to kEUR 1,543. To mitigate the credit risk
associated with these loans, the Company considers several aspects. Before a customer receives a loan, the Company obtains relevant
information about the customer. Such information includes the business model as well as the commercial context of the customer. In addition
to that, the Company considers financial disclosure about the customer. After the grant of the loan, the Company monitors the timely payment
by the customer.
Liquidity risk
Liquidity risk is the risk that voxeljet might not have sufficient cash to meet its payment obligations. This risk is countered by systematic,
day-by-day liquidity management whose absolute fundamental requirement is that solvency must be guaranteed at all times. A major
responsibility of key management is to monitor the cash balances and to set up and update cash planning on a monthly basis to ensure liquidity.
At all times cash and cash equivalents are projected on the basis of a regular financial and liquidity planning. However, after the successful
initial public offering in October 2013, the Company's short- and mid-term liquidity needs are currently covered.
Due to the proceeds from the initial public offering, the Company considers the mid-term liquidity risk as minor.
22. Capital management
Equity is monitored by the Company's equity ratio. The equity used as a basis for determining the equity ratio corresponds to the equity
disclosed in the Statement of Financial Position.
Key elements of the internal control system are the planning and ongoing monitoring of profitability, as measured by management. The
relevant performance indicators are submitted to the Management Board for consideration as part of regular reporting.
Part of the capital management strategy is to reduce the number of sale and leaseback transactions for 3D printing equipment used in the
production of printed product for customers. As a result of the increased liquidity, a part of the lease contracts will be terminated. In addition,
the Company plans to reduce other financial debt.
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
22. Capital management (Continued)
voxeljet's capital structure as of the end of the reporting periods 2013 and 2012 was as follows:
CAPITAL STRUCTURE
Equity
Share of total equity and liabilities
Current financial liabilities
Non-current financial liabilities
12/31/2013
45,400
78.4 %
1,922
3,863
12/31/2012
1,218
11.3 %
2,366
4,128
Total financial liabilities
Share of total equity and liabilities
5,786
10.0 %
6,494
60.5 %
Total equity and liabilities
57,916
10,738
23. Leases
Finance leases
Future minimum lease payments under financing lease arrangements at the end of the considered reporting periods are approximately as
follows:
PRESENT VALUE OF MINIMUM LEASE PAYMENTS
2013
Thousands of
Euros
due within
1 year
due between
1 and
5 years
due in more
than
5 years
Total
Minimum future
lease payments
obligation
Present value of
minimum future
lease payments
obligation
Unamortized
interest expense
1,110
(144 )
966
2,627
(136 )
2,491
64
(1 )
63
3,801
(281 )
3,520
2012
Thousands of
Euros
due within
1 year
due between
1 and
5 years
due in more
than
5 years
Total
Minimum future
lease payments
obligation
Present value of
minimum future
lease payments
obligation
Unamortized
interest expense
1,464
(227 )
1,237
2,462
(516 )
1,946
—
—
3,926
(743 )
F-31
—
3,183
Table of Contents
voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
23. Leases (Continued)
Operating Leases
Lessee
The estimated payment schedule regarding operating leases is as follows:
OPERATING LEASE OBLIGATIONS
Thousands of Euros
Less than 1 year
1 to 5 years
Over five years
12/31/2013
Total
12/31/2012
137
84
—
356
1,234
—
221
1,590
Operating lease expenses were kEUR 377, kEUR 371 and kEUR 375 in the financial years 2013, 2012 and 2011, respectively.
Lessor
voxeljet has leased three of its self-produced 3D printers to customers. Under the lease contracts, voxeljet bears all the substantial risks and
rewards of the underlying assets.
Operating lease payments receivable for subleases
Thousands of Euros
Less than 1 year
1 to 5 years
Over five years
Total
12/31/2013
12/31/2012
126
126
—
96
96
—
252
192
The operating lease income was kEUR 126, kEUR 96 and kEUR 96 in the financial years 2013, 2012 and 2011, respectively.
24. Commitments, contingent assets and liabilities
In connection with the enforcement of voxeljet's intellectual property rights, the acquisition of third-party intellectual property rights, or
disputes related to the validity or alleged infringement of the Company's or third-party intellectual property rights, including patent rights,
voxeljet has been and may in the future be subject or party to claims, negotiations or complex, protracted litigation.
25. Related party transactions
Related party transactions at voxeljet mainly comprise transactions with individuals on the Management Board and Supervisory Board.
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
25. Related party transactions (Continued)
Transactions with key management
Key management is defined as those people having authority and responsibility for planning, directing and controlling the activities of the
Company within their function and within the interest of the Company.
The following table presents the amount and components of Management Board compensation:
MANAGEMENT BOARD COMPENSATION
Thousands of Euros
Fixed compensation
Variable compensation
12/31/2013
Total
12/31/2012
12/31/2011
352
250
168
55
135
83
602
223
218
Management Board remuneration currently consists of a fixed monetary remuneration, other fixed benefits (including Company car allowances
and contributions to a direct contribution plan), and a variable bonus.
At December 31, 2013 and 2012, amounts of kEUR 250 and kEUR 55 were accrued for Management Board compensation.
voxeljet's Chief Executive Officer has agreed to personally guarantee EUR 75,000 of a loan from Bayerische Hypo-und Vereinsbank AG,
Munich, Germany, to the Company. Three of the shareholders of voxeljet pursuant to an agreement, dated September 1, 2010, have each
agreed to reimburse the Chief Executive Officer EUR 18,750 in case voxeljet defaults on the loan and the Chief Executive Officer is required
to pay any sums under his personal guarantee. The Company pays an interest rate of 6.00% per annum on the guaranteed amount to each
guarantor. The guarantee and the agreement with the shareholders both were terminated in March 2014.
Transactions with related parties
A related party relationship could have an effect on the profit and loss and financial position of the Company. Defined as related parties are
individuals or other third parties with whom voxeljet has common control relationships.
OTHER RELATED PARTIES
Name
Franz Industriebeteiligungen AG,
Augsburg, Germany
Prof. Dr. Joachim Heinzl, Munich,
Germany
AleSta Beteiligungs GmbH, Augsburg,
Germany
Schlosserei und Metallbau Ederer,
Dießen, Germany
Nature of relationship
Duration of relationship
Owner
10/01/2003-Current
Owner
05/01/1999-Current
Owner
06/01/2009-Current
Supplier
05/01/1999-Current
F-33
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voxeljet AG
NOTES TO THE FINANCIAL STATEMENTS (Continued)
25. Related party transactions (Continued)
The main transactions with other related individuals were the following:
Franz Industriebeteiligungen AG, Augsburg, Germany, is owned by Mr. Rudolf Franz who worked as an external consultant at voxeljet until
June 30, 2013. Since July, 1, 2013, he has been the Chief Financial Officer of voxeljet AG. For his external consulting services, Franz
Industriebeteiligungen AG received compensation on a regular basis which was split into a fixed and variable component, amounted to the
following: kEUR 99 (kEUR 70 fixed and kEUR 29 variable) for 2013, kEUR 151 (kEUR 117 fixed; kEUR 34 variable) for 2012, and kEUR
101 (kEUR 101 fixed, KEUR 0 variable) for 2011. Other transactions with Franz Industriebeteiligungen AG comprise the rental of office space
in Augsburg, Germany. Rental expenses amounted to kEUR 2 in each of 2013, 2012 and 2011. In addition, Franz Industriebeteiligungen AG
received payments related to the use of certain paintings which are placed in the administrative building in Friedberg. Associated rental
expenses amount to kEUR 2 in each of 2013, 2012 and 2011.
Further, voxeljet acquired goods amounting to kEUR 20, kEUR 14, and kEUR 13 in 2013, 2012 and 2011 from 'Schlosserei und Metallbau
Ederer', which is owned by the brother of Dr. Ingo Ederer, the Chief Executive Officer of voxeljet.
26. Equity transactions
On July 2, 2013, the shareholders of Voxeljet Technology GmbH formed a new entity named VXLT 2013 AG with a nominal share capital of
kEUR 50. Upon formation, the new entity's equity consisted of 50,000 ordinary shares with no par value and a stated value of one Euro (EUR
1) and each shareholder owned the same proportionate interest as in Voxeljet Technology GmbH.
Effective September 12, 2013, Voxeljet Technology GmbH was merged into VXLT 2013 AG upon registration of the merger in the
commercial register of the surviving entity, VXLT 2013 AG. Concurrent with the effectiveness of the merger, VXLT 2013 AG changed its
name to voxeljet AG.
In connection with the merger, 1,950,000 ordinary shares of voxeljet AG were issued in exchange for the contribution of Voxeljet
Technology GmbH. Combined with the previously issued 50,000 ordinary shares, the post-merger share capital of voxeljet AG consisted of
2,000,000 ordinary shares.
The merger is considered a transaction under common control and reflected in the financial statements of voxeljet AG using the carrying
amounts of the assets and liabilities of Voxeljet Technology GmbH, the predecessor to voxeljet AG. The calculation of earnings (loss) per
share is adjusted retrospectively for all periods to reflect the number of voxeljet AG shares issued and outstanding after the merger.
On October 23, 2013, the Company's registration statement on Form F-1 (File No. 333-191526) of 7,475,000 American Depositary Shares
("ADSs") at a public offering price of USD 13.00 per ADS became effective. Of the 7,475,000 ADSs sold in the public offering, 5,600,000
were sold by the Company and 1,875,000 were sold by its shareholders (the "Selling Shareholders"). As a result of the offering, the Company
received net proceeds of approximately USD 64.5 million, or approximately EUR 46.8 million, after deducting underwriting discounts and
commissions and EUR 2.2 million in offering costs.
At December 31, 2013, 3,120,000 ordinary shares were issued and outstanding.
F-34
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4,000,000 American Depositary Shares
Representing 800,000 Ordinary Shares
voxeljet AG
PROSPECTUS
Piper Jaffray
Citigroup
Cowen and Company
Stephens Inc.
, 2014
Table of Contents
PART II INFORMATION NOT REQUIRED IN PROSPECTUS.
Item 6.
Indemnification of Directors and Officers
Under German law, we may not, as a general matter, indemnify members of our management board and supervisory board. Certain limited
exceptions may apply if the indemnification is in the legitimate interest of our company. We will indemnify our management board and
supervisory board members, to the extent permissible under German law, from and against any liabilities arising out of or in connection with
their services.
We have provided directors' and officers' liability insurance for the members of our management and supervisory boards against civil liabilities,
which they may incur in connection with their activities on behalf of our company. We intend to expand their insurance coverage against such
liabilities, including by providing for coverage against liabilities under the Securities Act.
In the underwriting agreement, the form of which is filed as Exhibit 1.1 to this Registration Statement, the underwriters will agree to indemnify,
under certain conditions, us, the members of our management board and persons who control our company within the meaning of the Securities
Act, against certain liabilities, but only to the extent that such liabilities are caused by information relating to the underwriters furnished to us in
writing expressly for use in this Registration Statement and certain other disclosure documents.
Item 7.
Recent Sales of Unregistered Securities
No unregistered securities were sold by us within the past three years.
Item 8.
Exhibits and Financial Statement Schedule
Exhibit
Number
Description of Exhibit
1.1 * Form of Underwriting Agreement.
3.1 Articles of Association of voxeljet AG (incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form F-1 (No. 333-191213), filed with the Securities and Exchange
Commission (the "Commission") on October 7, 2013).
3.2 Rules of Procedure of the Supervisory Board of voxeljet AG (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form F-1 (No. 333-191213), filed with
the Commission on October 7, 2013).
3.3 Rules of Procedure of the Management Board of voxeljet AG (incorporated by reference to
Exhibit 3.3 to the Company's Registration Statement on Form F-1 (No. 333-191213), filed with
the Commission on October 7, 2013).
4.1 Form of specimen of ordinary registered share certificate and English translation (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on Form F-1 (No. 333-191213),
filed with the Commission on October 11, 2013).
4.2 Form of Deposit Agreement (incorporated by reference to Exhibit 99-a to the Company's
Registration Statement on Form F-6 (No. 333-191526), filed with the Commission on October 15,
2013).
4.3 Form of American Depositary Receipt (included in Exhibit 4.2).
5.1 * Opinion of Dechert LLP.
8.1 * Opinion of Dechert LLP as to U.S. tax matters.
8.2 * Opinion of Dechert LLP as to German tax matters.
II-1
Table of Contents
Exhibit
Number
Description of Exhibit
10.1 † Cross License Agreement between voxeljet AG (formerly known as Voxeljet Technology GmbH)
and BEGO Medical GmbH, dated August 21, 2012 (English translation) (incorporated by reference
to Exhibit 10.3 to the Company's Registration Statement on Form F-1 (No. 333-191213), filed with
the Commission on October 7, 2013).
10.2 † Nonexclusive Patent License and Sublicense Agreement between Z Corporation and voxeljet AG
(formerly known as Voxeljet Technology GmbH), dated August 16, 2004 (incorporated by
reference to Exhibit 10.4 to the Company's Registration Statement on Form F-1 (No. 333-191213),
filed with the Commission on October 7, 2013).
10.3 First Amendment to the Nonexclusive Patent License and Sublicense Agreement between Z
Corporation and voxeljet AG (formerly known as Voxeljet Technology GmbH), dated March 31,
2011 (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on
Form F-1 (No. 333-191213), filed with the Commission on October 7, 2013).
10.4 † Patent and Know-How Transfer Agreement between voxeljet AG (formerly known as
Generis GmbH) and The ExOne Company(formerly known as Extrude Hone GmbH), dated
June 27, 2003 (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement
on Form F-1 (No. 333-191213), filed with the Commission on October 7, 2013).
10.5 † Amendment to Patent and Know-How Transfer Agreement between voxeljet AG (formerly known
as Voxeljet Technology GmbH) and Prometal RCT GmbH, dated July 14, 2009 (incorporated by
reference to Exhibit 10.7 to the Company's Registration Statement on Form F-1 (No. 333-191213),
filed with the Commission on October 7, 2013).
21.1 ** Subsidiaries of voxeljet AG.
23.1 * Consent of Dechert LLP (included in Exhibits 5.1, 8.1 and 8.2).
23.2 * Consent of KPMG AG Wirtschaftsprüfungsgesellschaft.
24.1 ** Powers of Attorney (included on the signature page).
*
Filed herewith.
**
Previously filed.
†
Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed
separately with the Securities and Exchange Commission.
Item 9.
Undertakings
(a)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 6 above, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.
II-2
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(b)
The undersigned Registrant hereby undertakes that:
(i)
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as
of the time it was declared effective.
(ii)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Friedberg, Germany on the 7th day of April, 2014.
VOXELJET AG
By:
/s/ DR. INGO EDERER
Name:
Title:
Dr. Ingo Ederer
Chief Executive Officer
Pursuant to the requirements of the United States Securities Act of 1933, as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature
/s/ DR. INGO EDERER
Dr. Ingo Ederer
/s/ RUDOLF FRANZ
Rudolf Franz
/s/ PROF. DR. JOACHIM HEINZL
Date
Chief Executive Officer and Member of the
Management Board (Principal Executive
Officer)
April 7, 2014
Chief Financial Officer and Member of the
Management Board (Principal Financial
Officer and Principal Accounting Officer)
April 7, 2014
Member of Supervisory Board
April 7, 2014
Member of Supervisory Board
April 7, 2014
Member of Supervisory Board
April 7, 2014
Prof. Dr. Joachim Heinzl
/s/ PETER NIETZER
Peter Nietzer
/s/ DR. STEFAN SÖHN
Dr. Stefan Söhn
II-4
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the United States Securities Act of 1933, as amended, the undersigned, the registrant's duly authorized
representative in the United States has signed this Registration Statement in New York, New York on the 7th day of April, 2014.
LAW DEBENTURE CORPORATE SERVICES INC.
/s/ AMY SEGLER
Name:
Title:
II-5
Amy Segler
Service of Process Officer
Table of Contents
EXHIBIT INDEX
Exhibit
Number
Description of Exhibit
1.1 *
Form of Underwriting Agreement.
3.1
Articles of Association of voxeljet AG (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form F-1 (No. 333-191213), filed with the Securities and
Exchange Commission (the "Commission") on October 7, 2013).
3.2
Rules of Procedure of the Supervisory Board of voxeljet AG (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form F-1 (No. 333-191213), filed with
the Commission on October 7, 2013).
3.3
Rules of Procedure of the Management Board of voxeljet AG (incorporated by reference to
Exhibit 3.3 to the Company's Registration Statement on Form F-1 (No. 333-191213), filed with
the Commission on October 7, 2013).
4.1
Form of specimen of ordinary registered share certificate and English translation (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on Form F-1 (No. 333-191213),
filed with the Commission on October 11, 2013).
4.2
Form of Deposit Agreement (incorporated by reference to Exhibit 99-a to the Company's
Registration Statement on Form F-6 (No. 333-191526), filed with the Commission on
October 15, 2013).
4.3
Form of American Depositary Receipt (included in Exhibit 4.2).
5.1 *
Opinion of Dechert LLP.
8.1 *
Opinion of Dechert LLP as to U.S. tax matters.
8.2 *
Opinion of Dechert LLP as to German tax matters.
10.1 †
Cross License Agreement between voxeljet AG (formerly known as Voxeljet
Technology GmbH) and BEGO Medical GmbH, dated August 21, 2012 (English translation)
(incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form F-1
(No. 333-191213), filed with the Commission on October 7, 2013).
10.2 †
Nonexclusive Patent License and Sublicense Agreement between Z Corporation and voxeljet AG
(formerly known as Voxeljet Technology GmbH), dated August 16, 2004 (incorporated by
reference to Exhibit 10.4 to the Company's Registration Statement on Form F-1
(No. 333-191213), filed with the Commission on October 7, 2013).
10.3
First Amendment to the Nonexclusive Patent License and Sublicense Agreement between
Z Corporation and voxeljet AG (formerly known as Voxeljet Technology GmbH), dated
March 31, 2011 (incorporated by reference to Exhibit 10.5 to the Company's Registration
Statement on Form F-1 (No. 333-191213), filed with the Commission on October 7, 2013).
10.4 †
Patent and Know-How Transfer Agreement between voxeljet AG (formerly known as
Generis GmbH) and The ExOne Company(formerly known as Extrude Hone GmbH), dated
June 27, 2003 (incorporated by reference to Exhibit 10.6 to the Company's Registration
Statement on Form F-1 (No. 333-191213), filed with the Commission on October 7, 2013).
10.5 †
Amendment to Patent and Know-How Transfer Agreement between voxeljet AG (formerly
known as Voxeljet Technology GmbH) and Prometal RCT GmbH, dated July 14, 2009
(incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form F-1
(No. 333-191213), filed with the Commission on October 7, 2013).
II-6
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Exhibit
Number
Description of Exhibit
21.1 ** Subsidiaries of voxeljet AG.
23.1 *
Consent of Dechert LLP (included in Exhibits 5.1, 8.1 and 8.2).
23.2 *
Consent of KPMG AG Wirtschaftsprüfungsgesellschaft.
24.1 ** Powers of Attorney (included on the signature page).
*
Filed herewith.
**
Previously filed.
†
Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed
separately with the Securities and Exchange Commission.
II-7
Exhibit 1.1
voxeljet AG
Registered Ordinary Shares in the form of American Depositary Shares
(each representing one-fifth of an Ordinary Share, €1.00 nominal value per Ordinary Share)
UNDERWRITING AGREEMENT
April [  ], 2014
PIPER JAFFRAY & CO.
CITIGROUP GLOBAL MARKETS LIMITED
As Representatives of the several
Underwriters listed in Schedule I hereto
c/o Piper Jaffray & Co.
800 Nicollet Mall
Minneapolis, Minnesota 55402
Ladies and Gentlemen:
voxeljet AG, a stock corporation incorporated in the Federal Republic of Germany (“ Germany ”) and registered with the commercial
register (Handelsregister) of the Local Court (Amtsgericht) of Augsburg (the “ Commercial Register ”) under the number HRB 27999 (the “
Company ”), and the shareholders of the Company named in Schedule II hereto (the “ Selling Shareholders ”) propose to sell to the several
underwriters (the “ Underwriters ”) named in Schedule I hereto for whom you are acting as representatives (the “ Representatives ”) the
aggregate number of ordinary shares registered with the Commercial Register, €1.00 nominal value per ordinary share, of the Company (the “
Ordinary Shares ”) set forth in the Pricing Agreement (as defined below), of which the number of Ordinary Shares set forth in the Pricing
Agreement will be sold by the Company as a result of the issuance of New Shares in the Capital Increase (each as defined below) and the
number of Ordinary Shares set forth in the Pricing Agreement will be sold by the Selling Shareholders (the “ Existing Shares ” and together
with the New Shares, the “ Firm Shares ”) to the several Underwriters.
As of the date of execution hereof, the share capital of the Company, as registered in the Commercial Register, amounts to
€[3,120,000]. Pursuant to Section 4 of the Company’s articles of association (the “ Articles of Association ”), as registered in the Commercial
Register, the share capital of the Company consists of ordinary shares with no par value ( auf den Namen lautende Stammaktien ohne
Nennbetrag (Stückaktien )).
On March 28, 2014, the Company’s management board resolved with the approval of the Company’s supervisory board, based upon
the authority of the management board in the Articles of Association to increase the share capital up to a certain amount without a
shareholder’s resolution being required, that the existing share capital of the Company will be increased up to €4,680,000 (corresponding to
4,680,000 Ordinary Shares), by issuing up to 1,560,000 new Ordinary Shares of the Company with full dividend entitlement from and
including the Company’s fiscal year beginning January 1, 2014, whereby such capital increase was executed ( durchgeführt ) in the amount of
€[  ] (corresponding to [  ] Ordinary Shares) (the “ Capital Increase ”) by issuing [  ] of Ordinary Shares (the “ New Shares ”).
A global share certificate no. 2 ( Globalurkunde No. 2 ) in the form attached as Exhibit D (the “ Global Share Certificate No. 2 ”)
representing the New Shares will be deposited (with the approval of
the Representatives and the Selling Shareholders) by the Company with Citigroup Global Markets Deutschland AG, as custodian (the “
Custodian ”).
The Firm Shares to be sold will be delivered in the form of American Depositary Shares (the “ Firm ADSs ”) by the Underwriters on
the Closing Date (as defined below) to investors as part of the offering, following the issuance of the Firm ADSs by Citibank, N.A., as
depositary (the “ Depositary ”), prior to the Closing Date. The Firm Shares and the Firm ADSs are hereafter collectively referred to as the “
Firm Securities .”
In addition, the Selling Shareholders propose to sell at the Underwriters’ option an aggregate of up to the number of additional
Ordinary Shares (the “ Option Shares ”) set forth in the Pricing Agreement. To the extent that Option Shares are sold to the several
Underwriters pursuant to such option, such Option Shares will be deposited by the Selling Shareholders as part of the Global Share Certificate
No. 2 with the Custodian and will be delivered in the form of American Depositary Shares (the “ Option ADSs ”) by the Underwriters on the
Additional Closing Date to the investors as part of the offering following the issuance of the Option ADSs by the Depositary.
The Option Shares and the Option ADSs are hereinafter collectively referred to as the “ Option Securities .” The Firm ADSs and the
Option ADSs are hereinafter collectively referred to as the “ ADSs .” The Firm Shares and the Option Shares are hereinafter collectively
referred to as the “ Shares .” The Firm Securities and the Option Securities (to the extent that the aforementioned option is exercised) are
hereinafter collectively referred to as the “ Securities .”
Each ADS will represent one-fifth of an Ordinary Share and may be evidenced by American Depositary Receipts (“ ADRs ”) to be
issued pursuant to a deposit agreement (the “ Deposit Agreement ”), dated as of October 23, 2013, by and among the Company, the
Depositary, and all holders and beneficial owners of ADSs issued thereunder. Each reference herein to an ADR shall include the
corresponding ADS, and vice versa.
Shortly following the transfer of the Shares to the Depositary, the Company, the Selling Shareholders and the Representatives, acting
on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “ Pricing Agreement ”),
which shall set forth, among other things, the Purchase Price (as defined below). The sale of the Shares will be governed by this Agreement,
as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement
shall be deemed to incorporate the Pricing Agreement. The respective amounts of the Firm Shares to be purchased by the several Underwriters
are set forth opposite their names in Schedule I to the Pricing Agreement, and the respective amounts of Existing Shares to be sold by the
Selling Shareholders are set forth opposite their names in Schedule II to the Pricing Agreement.
The Company and the Selling Shareholders hereby confirm their agreement with respect to the sale of the Securities to the several
Underwriters, for whom Piper Jaffray & Co. and Citigroup Global Markets Limited are acting as the Representatives, as follows:
1.
Registration Statement . The Company has prepared and filed with the Securities and Exchange Commission (the “ Commission
”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Securities Act
”), a registration statement on Form F-1 (File No. 333-194843), including the related preliminary prospectus or prospectuses, relating to the
Securities. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to
Rule 430A or 430C under the Securities Act to be
2
part of the registration statement at the time of its effectiveness (“ Rule 430 Information ”), is referred to herein as the “ Registration
Statement ”; and as used herein, the term “ Preliminary Prospectus ” means each prospectus included in such registration statement (and any
amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the
prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “ Prospectus ”
means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) with
the public offering price, other Rule 430 Information and other final terms of the Shares offered and otherwise satisfies Section 10(a) of the
Securities Act. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “ Rule 462
Registration Statement ”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462
Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement
and the Prospectus.
At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the
Purchase Price (as defined below) set forth in the Pricing Agreement, the “ Pricing Disclosure Package ”): a Preliminary Prospectus dated
April [  ], 2014, contained in the Registration Statement at the time of its effectiveness (“ Statutory Prospectus ”) and each “free-writing
prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A to the Pricing Agreement.
“ Applicable Time ” has the meaning set forth in the Pricing Agreement.
2.
Purchase, Sale and Delivery of the Securities .
2.1
Subscription and Purchase with Respect to the New Shares.
(a)
Subscription for the New Shares and Payment of Aggregate Issue Price . On the basis of the representations,
warranties and agreements set forth herein and subject to the conditions set forth herein (i) the Company agrees to issue the New Shares
following the Capital Increase to Citigroup Global Markets Limited, acting for the account of the several Underwriters, as provided in
subsection (ii) below, as provided in this Agreement; (ii) the Underwriters agree severally to subscribe for, purchase and underwrite the New
Shares in accordance with Schedule I to the Pricing Agreement, and through Citigroup Global Markets Limited, acting for the account of the
several Underwriters, agree and undertake to subscribe, on the date hereof, for the New Shares at a price of €1.00 (the “ Issue Price ”) and to
pay to the Company the Issue Price for each of the subscribed New Shares by crediting with value as of [7:00 A.M.] Central European Time (“
CET ”) on April [7], 2014 the Issue Price multiplied by the number of New Shares (the “ Aggregate Issue Price ”) into a special account
opened at Hypovereinsbank/UniCredit Bank AG (account number 21795194) in the name of the Company and entitled “ Sonderkonto
Kapitalerhöhung 2014 ” (the “ Capital Increase Account ”), such account to be non-interest bearing and free of charges; and (iii) for the
purpose of registering the Capital Increase representing the New Shares in the Commercial Register, Citigroup Global Markets Limited will,
subject to the conditions stated herein, execute in its own name, but for the account of the several Underwriters, and deliver to the Company a
subscription certificate ( Zeichnungsschein ) in the form attached as Exhibit B hereto (the “ Subscription Certificate ”) no later than
[7:00 A.M.] CET on April [8], 2014, duly signed in duplicate form pursuant to Section 185 German Stock Corporation Act ( Aktiengesetz, “
AktG ”) for the New Shares, such Subscription Certificate, in accordance with its terms, to expire at [10:00 A.M.] CET on April [  ], 2014,
and will effect payment of the Aggregate Issue Price
3
as described in subsection (a)(ii) above, as payment pursuant to Section 36a (1) AktG, to the Capital Increase Account. Upon crediting the
Aggregate Issue Price and no later than [7:00 A.M.] CET on April [8], 2014, Citigroup Global Markets Limited will cause delivery to the
Company of a bank certificate ( Einzahlungsbestätigung ) in the form attached as Exhibit C hereto (the “ Bank Certificate ”), confirming such
credit pursuant to Section 188(2), 36(2), 36a(1) and 37(1) AktG.
(b)
Registration of Capital Increase . Promptly upon receipt of the Subscription Certificate pursuant to Section 2(a)(iii) and
the Bank Certificate, the Company shall take all reasonable measures to effect the registration of the Capital Increase in the Commercial
Register by April [10], 2014. Copies of all documents filed with the Commercial Register shall be delivered to the Representatives. Promptly
upon the registration of the Capital Increase in the Commercial Register, which is expected to be at the latest by [10:00 A.M.] CET on
April [10], 2014, the Company shall, by telefax or email with the original copy to follow promptly by courier, furnish each of the
Representatives with a certified excerpt of the registration notice of the Commercial Register and a certified excerpt from the Commercial
Register, each evidencing such Capital Increase. If the registration with the Commercial Register of the Capital Increase has not been effected
by [9:00 P.M.] CET on April [  ], 2014, the Subscription Certificate for the New Shares shall expire and the Representatives, through
Citigroup Global Markets Limited, on behalf of the several Underwriters, may obtain repayment of the Aggregate Issue Price by way of
canceling the transfer of the Aggregate Issue Price for the New Shares to the Capital Increase Account or retransfer of the Aggregate Issue
Price. In such event, the Representatives, on behalf of the several Underwriters, and the Company may agree that the Representatives, through
Citigroup Global Markets Limited, submit a new Subscription Certificate for the New Shares (to expire in accordance with its terms on a date
to be determined by the Representatives on behalf of the several Underwriters) and effect a new credit of the Aggregate Issue Price for the New
Shares to the Capital Increase Account. If the Representatives, on behalf of the several Underwriters, and the Company have not agreed on the
submission of a new Subscription Certificate for the New Shares on or prior to April [30], 2014, all obligations of the several Underwriters to
purchase and underwrite the New Shares shall terminate. In this event, the reimbursement obligation of the Company and each Selling
Shareholder with respect to costs, charges and expenses incurred pursuant to the terms of Section 14 and the provisions set out in Sections 8
and 9 of this Agreement shall remain in full force and effect.
(c)
Transfer of Title with Respect to the New Shares by the Representatives . Following the completion of the Capital
Increase and the issuance of the New Shares, the Representatives, through Citigroup Global Markets Limited, shall transfer title with respect to
the New Shares to the Depositary on or prior to the Closing Date (as defined below), to enable delivery by the Depositary of the Firm ADSs in
respect of the New Shares to the Representatives for the account of the several Underwriters, for subsequent delivery to the other several
Underwriters or to investors, as the case may be, by way of book-entry.
(d)
Underwriter Undertaking regarding ADS Purchase . Each Underwriter agrees, severally and not jointly, to purchase
from the Representatives, and the Representatives agree to sell to the several Underwriters, at the price per ADS set forth in the Pricing
Agreement (the “ Purchase Price ”) multiplied by the number of ADSs representing one Ordinary Share, such number of New Shares set forth
for each Underwriter in Schedule I to the Pricing Agreement, subject to adjustments in accordance with Section 13 hereof.
4
2.2
Purchase and Sale with Respect to the Existing Shares .
(a)
Underwriting of Existing Shares . On the basis of the representations, warranties and agreements set
forth herein, each Selling Shareholder agrees to sell to each Underwriter and each Underwriter agrees, severally and not
jointly, to purchase, at the Purchase Price multiplied by the number of ADSs representing one Ordinary Share, the number of
Existing Shares set forth opposite the name of each Underwriter in Schedule I to the Pricing Agreement (subject to any
adjustments that may be made in accordance with Section 13 hereof). Each Underwriter shall purchase from each Selling
Shareholder the number of Existing Shares that is as nearly as practicable in the same proportion to the total number of
Existing Shares being sold by such Selling Shareholder as set forth in Schedule II to the Pricing Agreement as the number of
Existing Shares being purchased by each Underwriter bears to the total number of Existing Shares to be sold hereunder. The
obligations of the Selling Shareholders shall be several and not joint.
(b)
Transfer of Title . The Selling Shareholders will transfer title with respect to such Existing Shares to
the Underwriters and the Underwriters will transfer title to the Depositary on or prior to the Closing Date (as defined below),
to enable delivery by the Depositary of the ADSs in respect thereof to the Representatives for the account of the several
Underwriters, for subsequent delivery to the several Underwriters or to investors, as the case may be, by way of book-entry
against the payment to each of the Selling Shareholders for the respective Existing Shares as set forth hereunder under
Section 2.4(b) . Such Existing Shares shall be free from any claim for payment of outstanding contributions thereon and free
of all third-party rights. The obligations of the Selling Shareholders shall be several and not joint.
(c)
The obligation of each Selling Shareholder to sell to each Underwriter the Existing Shares set forth
in Schedule I to the Pricing Agreement is subject to the execution of the Pricing Agreement.
2.3
Delivery of the Global Share Certificate No. 2 by the Company . Upon submission of the documents supporting the
notification of the Capital Increase relating to the New Shares to the Commercial Register, but at the latest by 4:00 P.M. CET on such date, the
Company shall deliver to the Custodian the Global Share Certificate No. 2, representing the New Shares.
2.4
Sale of ADSs to Public; Determination of Price and Payment .
(a)
The Company and the Selling Shareholders understand that the Underwriters intend to make a public
offering of the ADSs as soon after the effectiveness of the Registration Statement and this Agreement as in the judgment of
the Representatives is advisable, and initially to offer the ADSs on the terms set forth in the Prospectus. The Company and the
Selling Shareholders acknowledge and agree that the Underwriters may offer and sell ADSs to or through any affiliate of an
Underwriter.
(b)
Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds by wire
transfer to an account designated by the Company for the New
5
Shares and to accounts designated by each of the Selling Shareholders for the Existing Shares to be sold by each of the Selling
Shareholders, in each case against delivery of the Firm ADSs to the Representatives for the account of the several
Underwriters, by way of book-entry. Such payment and delivery are to be made through the facilities of The Depository Trust
Company at the offices of Paul Hastings, LLP, 75 East 55th Street, New York, New York 10022 (the “ Closing Location ”) at
9:00 A.M., New York City time, on the third (or fourth, if the Applicable Time occurs after 4:30 P.M., New York City time)
business day after the date of the Pricing Agreement, or at such other time or place on the same or such other date, not later
than the fifth business day thereafter, as the Representatives and the Company shall agree upon, such time and date being
herein referred to as the “ Closing Date .” The aggregate amount to be paid by the several Underwriters to the Company on
the Closing Date in respect of the New Shares shall be the number of New Shares sold multiplied by the Purchase Price and
the number of ADSs representing one Ordinary Share, less the Aggregate Issue Price for the New Shares (the “ Excess
Proceeds Amount ”) . Solely for purposes of calculating the Excess Proceeds Amount in U.S. dollars, the Aggregate Issue
Price shall be converted from euro into U.S. dollars by applying the exchange rate in effect on the business day preceding the
Closing Date. The Representatives, on behalf of the several Underwriters, shall cause payment of the Excess Proceeds
Amount to the account designated by the Company for the New Shares at the Closing Date. In addition, the Representatives
shall cause payment at the Closing Date to each of the Selling Shareholders, on behalf of the several Underwriters in
satisfaction of their obligations to purchase the Existing Shares from the Selling Shareholders hereunder, of the Purchase Price
multiplied by the number of Existing Shares sold by each such Selling Shareholder and the number of ADSs representing one
Ordinary Share.
2.5
Purchase and Sale of Option Shares .
(a)
Upon written notice from the Representatives given to the Selling Shareholders not more than 30
days subsequent to the date of the Prospectus, the several Underwriters may purchase all or less than all of the Option Shares
at the Purchase Price multiplied by the number of ADSs representing one Ordinary Share. The Selling Shareholders agree to
sell to the several Underwriters the number of Option Shares specified in such notice pro rata to their shareholding in the
Existing Shares and the several Underwriters agree, severally and not jointly, to purchase such Option Shares from the Selling
Shareholders pro rata to their shareholding in the Existing Shares. Such Option Shares shall be purchased for the account of
each Underwriter in the same proportion as the number of shares of Firm Shares set forth opposite such Underwriter’s name
bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be
purchased by the several Underwriters only for the purpose of covering over-allotments made in connection with the sale of
the Firm Securities. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or
simultaneously are, sold and delivered. The right to purchase the Option Shares or any portion thereof may be exercised once
only.
6
(b)
The time for the delivery of and payment for the Option Shares, being herein referred to as the “
Additional Closing Date ,” which may be the Closing Date, shall be determined by the Representatives and the Company but
shall not be earlier than the Closing Date, nor later than five full business days after written notice of election to purchase
Option Shares is given. The Option Shares being purchased on the Additional Closing Date are represented on the Global
Share Certificate No. 1 previously delivered to the Custodian, and the Selling Shareholders will transfer title with respect to
these Option Shares to the Depositary on or prior to the Additional Closing Date, to enable delivery by the Depositary of the
ADSs in respect thereof to the Representatives for the account of the several Underwriters, for subsequent delivery to the
several Underwriters or to investors, as the case may be, by way of book-entry against payment of the aggregate purchase
price for such Option Shares, which shall be the number of Option Shares sold multiplied by the Purchase Price and the
number of ADSs representing one Ordinary Share, in Federal (same day) funds by wire transfer to an account designated by
the Selling Shareholders for the Option Shares at the Additional Closing Date. The obligations of the Selling Shareholders
shall be several and not joint.
(c)
The obligation of each Selling Shareholder to sell to each Underwriter the Option Shares is subject to
the execution of the Pricing Agreement.
2.6
Principal and Not Agent . Each of the Company and the Selling Shareholders acknowledges and agrees that the
Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Selling Shareholders with
respect to the offering of the ADSs contemplated hereby (including in connection with determining the terms of the offering) and not as a
financial advisor or a fiduciary to, or an agent of, the Company, the Selling Shareholders, or any other person. Additionally, neither the
Representatives nor any other Underwriter is advising the Company, the Selling Shareholders or any other person as to any legal, tax,
investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Shareholders shall consult with their own
advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions
contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Shareholders with respect
thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions
will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Shareholders.
3.
Representations and Warranties of the Company . The Company represents and warrants to, and agrees with, the several
Underwriters as follows:
(a)
Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by
the Commission, and the Statutory Prospectus included in the Pricing Disclosure Package, as of the Applicable Time, will comply in all
material respects with the applicable requirements of the Securities Act , and the Statutory Prospectus, at the time of filing thereof, did not
contain any untrue statement of a material fact nor omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect
to any statements or omissions made in reliance upon and in conformity with (i) information relating to any
7
Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Statutory
Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described
as such in Section 9(c) hereof, and (ii) the Selling Shareholder Information (as defined below).
(b)
Pricing Disclosure Package . The Pricing Disclosure Package as of the Applicable Time will not contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements
or omissions made in reliance upon and in conformity with (i) information relating to any Underwriter furnished to the Company in writing by
such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the
only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof, and (ii) the Selling
Shareholder Information (as defined below).
(c)
Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus,
the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized,
approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the
Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the ADSs (each such communication by the Company or its
agents and representatives (other than a communication referred to in clause (i) below), an “ Issuer Free Writing Prospectus ”) other than
(i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or
(ii) the documents listed on Annex A to the Pricing Agreement, each electronic road show and any other written communications approved in
writing in advance by the Representatives. Each such Issuer Free Writing Prospectus as set forth in Annex A to the Pricing Agreement
complied or will comply as to form in all material respects with the applicable requirements of the Securities Act, has been or will be (within
the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with
the Statutory Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing
Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free
Writing Prospectus in reliance upon and in conformity with (i) information relating to any Underwriter furnished to the Company in writing by
such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus, it being understood and agreed that the
only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof, and (ii) the Selling
Shareholder Information (as defined below).
(d)
Exchange Listing. The ADSs are registered pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder (collectively, the “ Exchange Act ”), and listed on The New York Stock
Exchange (“ NYSE ”) under the ticker symbol “VJET.” The Company has taken no action designed to, or likely to have the effect of,
terminating the registration of the Ordinary Shares under the Exchange Act or delisting the ADSs from the
8
NYSE, nor has the Company received any notification that the Commission or the NYSE is contemplating terminating such registration or
listing. The Company has complied in all material respects with the applicable requirements of the NYSE for maintenance of inclusion of the
ADSs thereon, and the Company has not received any notice from the NYSE that it is not in compliance with the listing or maintenance
requirements of the NYSE. The Company has filed a draft supplemental listing application to include the ADSs to be delivered on the Closing
Date or Additional Closing Date, as the case may be, on the NYSE. Except as previously disclosed to counsel for the Underwriters or as set
forth in the Pricing Disclosure Package and the Prospectus, to the knowledge of the Company, no beneficial owners of the Company’s capital
stock who, together with their associated persons and affiliates, hold in the aggregate 10% or more of such capital stock, have any direct or
indirect association or affiliate with a Financial Industry Regulatory Authority, Inc. (“ FINRA ”) member.
(e)
Emerging Growth Company . From the time of the initial filing of the Registration Statement with the Commission
(or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any
Testing-the-Waters Communication (as defined below)) through the date hereof, the Company has been and is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act (an “ Emerging Growth Company ”). “ Testing-the-Waters Communication ” means any
oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.
(f)
Testing-the-Waters Materials . The Company (i) has not alone engaged in any Testing-the-Waters Communications,
other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers
within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the
Securities Act, and (ii) has not authorized anyone other than the members of its Management Board and the Representatives to engage in
Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in
undertaking Testing-the-Waters Communications, provided that they comply with the Securities Act in connection therewith. The Company
has not distributed any Written Testing-the-Waters Communications (as defined below) other than those listed on Annex B hereto. “ Written
Testing-the-Waters Communication ” means any Testing-the-Waters Communication that is a written communication within the meaning of
Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication complied in all material respects with the
Securities Act and, when taken together with the Pricing Disclosure Package as of the Applicable Time, did not contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading ; provided that the Company makes no representation and warranty with respect to any statements or omissions
made in reliance upon and in conformity with (i) information relating to any Underwriter furnished to the Company in writing by such
Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement
thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as
such in Section 9(c) hereof, and (ii) the Selling Shareholder Information (as defined below) .
(g)
Registration Statement and Prospectus. No order suspending the effectiveness of the Registration Statement has been
issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to
the offering of the ADSs
9
has been initiated or, to the Company’s knowledge, threatened by the Commission; as of the applicable effective date of the Registration
Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment will comply as to
form in all material respects with the applicable requirements of the Securities Act, and did not and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading;
and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing
Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company
makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with (i) information
relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the
Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such
information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof, and (ii) the Selling Shareholder
Information (as defined below).
(h)
Form F-6 . A registration statement on Form F-6 (File No. 333-191526) in respect of the ADSs was filed with the
Commission on October 2, 2013, as amended by the Pre-Effective Amendment No. 1 to Form F-6 filed with the Commission on October 15,
2013; such registration statement in the form heretofore delivered to the Representatives and, excluding exhibits, to the Representatives for
each of the other Underwriters, has been declared effective by the Commission on October 17, 2013; no stop order suspending the effectiveness
of such registration statement has been issued and, to the Company’s knowledge, no proceeding for that purpose has been initiated or
threatened by the Commission (the various parts of such registration statement, including all exhibits thereto, each as amended at the time such
part of the registration statement became effective, being hereinafter called the “ ADS Registration Statement ”); and the ADS Registration
Statement when it became effective complied, and any further amendments thereto will comply, as to form, in all material respects with the
applicable requirements of the Securities Act, and did not, as of the applicable effective date, and will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.
(i)
Form 8-A . A registration statement on Form 8-A (File No. 001-36130), and any amendments thereto, in respect of the
registration of the ADSs under the Exchange Act was filed with the Commission on October 11, 2013; such registration statement in the form
heretofore delivered to the Representatives and, excluding exhibits, to the Representatives for each of the other Underwriters, has been declared
effective by the Commission; no stop order suspending the effectiveness of such registration statement has been issued and, to the Company’s
knowledge, no proceeding for that purpose has been initiated or threatened by the Commission (the various parts of such registration statement,
including all exhibits thereto, each as amended at the time such part of the registration statement became effective, being hereinafter called the
“ Form 8-A Registration Statement ”); and the Form 8-A Registration Statement when it became effective complied, and any further
amendments thereto will comply, as to form, in all material respects with the applicable requirements of the Exchange Act, and did not, as of
the applicable effective date, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein not misleading.
10
(j)
Financial Statements. The financial statements (including the related notes thereto) of the Company included in the
Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of
the Securities Act and present fairly in all material respects the financial position of the Company as of the dates indicated and the results of
operations and the changes in cash flows of the Company for the periods specified; such financial statements have been prepared in conformity
with international financial reporting standards (“ IFRS ”) applied on a consistent basis throughout the periods covered thereby (except as
otherwise noted therein), and any supporting schedules included in the Registration Statement present fairly in all material respects the
information required to be stated therein; the other financial information included in the Registration Statement, the Pricing Disclosure Package
and the Prospectus has been derived from the accounting records of the Company and presents fairly in all material respects the information
shown thereby; and the Company does not have any material liabilities or obligations, direct or contingent, that are not disclosed in the
Registration Statement, the Pricing Disclosure Package and the Prospectus .
(k)
Material Adverse Change. Since the date of the most recent financial statements of the Company included in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any material decrease in the capital stock or
any material increase in any short-term debt or long-term debt of the Company or the Subsidiary (as defined below), or any dividend or
distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse
change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial
position, shareholders’ equity, results of operations or prospects of the Company and the Subsidiary; (ii) neither the Company nor the
Subsidiary has entered into any transaction or agreement outside of the ordinary course of business that has had or would be reasonably
expected to have a Material Adverse Effect (as defined below) on the Company and the Subsidiary taken as a whole or incurred any liability or
obligation, direct or contingent, that is material to the Company and the Subsidiary taken as a whole; and (iii) neither the Company nor the
Subsidiary has sustained any loss or interference with its business that is material to the Company and the Subsidiary taken as a whole and that
is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any
action, order or decree of any court or arbitrator or domestic or foreign governmental agency or regulatory authority having jurisdiction over
the Company or the Subsidiary or any of their properties or assets (each, a “ Governmental Authority ”) , except, in the case of clauses (i),
(ii) and (iii) above, as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(l)
Organization and Good Standing. The Company does not own or control, directly or indirectly, any corporation,
association or other entity other than Voxeljet of America Inc. (the “ Subsidiary ”). The Company has been duly organized and is validly
existing under the laws of the Federal Republic of Germany. The Subsidiary has been duly organized and is validly existing under the laws of
the State of Delaware. Each of the Company and the Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in
which its ownership or lease of property or the conduct of its business requires such qualification, and has all corporate power and authority
necessary to own or hold its properties and to conduct the businesses in which it is engaged, except where the failure to be so qualified or in
good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the business,
properties, management, financial position, shareholders’ equity, results of operations or prospects of the Company and the Subsidiary taken as
a
11
whole or on the performance by the Company or the Subsidiary under this Agreement (a “ Material Adverse Effect ”). The constitutive
documents of the Company comply with the requirements of German law and are in full force and effect. The constitutive documents of the
Subsidiary comply with the requirements of Delaware law and are in full force and effect.
(m)
Capitalization.
(i)
The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure
Package and the Prospectus; all the outstanding shares of capital stock of the Company, including the New Shares when subscribed, paid for
and registered with the Commercial Register and delivered as provided herein, are and, when the Securities have been delivered and paid for in
accordance with this Agreement on the Closing Date or the Additional Closing Date, as the case may be, will be, duly and validly authorized
and issued, fully paid and non-assessable, freely transferable and free of any third-party rights, pre-emptive or similar rights, except as provided
for under Section 11 regarding the obligation of the Underwriters to sell to the Company or the Selling Shareholders, as applicable, the New
Shares upon the occurrence of a Termination Event; the Company has the statutorily required stated capital under German law ( Grundkapital
); except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are
no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or
exchangeable for, any shares of capital stock or other equity interest in the Company or the Subsidiary, or any contract, commitment,
agreement, understanding or arrangement of any kind relating to the issuance of any shares of capital stock or other equity interest in the
Company or the Subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the shares of capital stock
of the Company conform in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure
Package and the Prospectus.
(ii)
T he resolution on April [  ], 2014 of the Company’s management board resolving with the approval of the
Company’s supervisory board the Capital Increase and the issuance of the New Shares has been validly passed and no objection against the
Capital Increase or action to have such resolutions declared void has been taken or filed, and following the registration of the Capital Increase
with the Commercial Register and the issuance and delivery of the New Shares against payment pursuant to the terms of this Agreement, the
New Shares will rank pari passu with the Existing Shares.
(iii)
The Company has not made any repayments to any of its shareholders within the meaning of Section 57 AktG in
respect of the outstanding registered share capital to any of its shareholders or has otherwise acted in violation of Section 57 AktG.
(n)
Shareholders . Other than the Selling Shareholders and the Depositary, the Company does not have any other legal
shareholders of its Ordinary Shares on the date of this Agreement.
(o)
[Reserved]
(p)
Due Authorization. The Company has the full right, power and authority to execute and deliver this Agreement and to
perform its obligations hereunder; and all actions required to be taken for the due and proper authorization, execution and delivery by it of this
Agreement and the transactions
12
contemplated hereby have been duly and validly taken.
(q)
Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company and this
Agreement constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally and by general principles of equity.
(r)
Deposit Agreement . The Deposit Agreement has been duly authorized, executed and delivered by the Company and
constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to
or affecting creditors’ rights generally and by general principles of equity. Upon due execution and delivery by the Depositary of ADSs and
the deposit of Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such ADSs will be duly and validly issued
and the persons in whose names the ADSs are registered will be entitled to the rights specified therein and in the Deposit Agreement; and the
ADRs evidencing Firm ADSs conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure
Package and the Prospectus.
(s)
No Violation or Default. Neither the Company nor the Subsidiary is (i) in violation or default of (i) its articles of
association, charter, by-laws or similar organizational documents; (ii) any term, covenant or condition contained in any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the Company or the Subsidiary is a party or by which the Company or
the Subsidiary is bound or to which any of the property or assets of the Company or the Subsidiary is subject; or (iii) any law or statute or any
judgment, order, rule or regulation of any Governmental Authority, except, in the case of clauses (ii) and (iii) above, for any such violation or
default that would not, individually or in the aggregate, have a Material Adverse Effect.
(t)
No Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the
New Shares by the Company and the consummation by the Company of the transactions contemplated by this Agreement will not (i) conflict
with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets of the Company or the Subsidiary pursuant to, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or the Subsidiary is a party or by which the Company or the
Subsidiary is bound or to which any of the property or assets of the Company or the Subsidiary is subject, (ii) result in any violation of the
provisions of the articles of association, charter or by-laws or similar organizational documents of the Company or the Subsidiary or (iii) result
in the violation of any law or statute or any judgment, order, rule or regulation of any Governmental Authority, except, in the case of clauses
(i), (ii) and (iii) above, where such conflict or violation would not, individually or in the aggregate, have a Material Adverse Effect or would
have a material adverse effect on the Underwriters’ ability to consummate the transactions contemplated by this agreement.
(u)
No Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any
Governmental Authority is required for the execution, delivery and
13
performance by the Company of this Agreement, the issuance and sale of the New Shares, the deposit of the New Shares with the Depositary
against issuance of the ADSs or the consummation of the transactions contemplated by this Agreement, except (i) such as may be required
under the Securities Act, (ii) such as may be required by the FINRA, (iii) the registration of the Capital Increase creating the New Shares in
the Commercial Register, (iv) such as may be required under applicable state and foreign securities laws in connection with the purchase and
distribution of the ADSs by the Underwriters, (v) such as may be required by the NYSE and (vi) such as have been previously obtained by the
Company.
(v)
Legal Proceedings. Except as described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus, there are no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or the
Subsidiary is or may be a party or to which any property of the Company or the Subsidiary is or may be the subject that, individually or in the
aggregate, if determined adversely to the Company or the Subsidiary, could reasonably be expected to have a Material Adverse Effect; and to
the knowledge of the Company, no such investigations, actions, suits or proceedings are threatened or contemplated by any Governmental
Authority or others. There are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the
Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as
exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The
statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Business — Legal
Proceedings” are true and accurate in all material respects.
(w)
Independent Accountants . KPMG AG Wirtschaftsprüfungsgesellschaft (“ KPMG ”), which has certified certain
financial statements of the Company, is an independent registered public accounting firm (i) within the meaning of Section 43(1) of the
German Regulation of the Profession of Wirtschaftsprüfer ( Berufsordnung der Wirtschaftsprüfer ) and (ii) as required by the Securities Act.
(x)
Title to Real and Personal Property. Each of the Company and the Subsidiary has good and valid rights to lease or
otherwise use all items of real and personal property and assets that are material to the respective businesses of the Company and the
Subsidiary, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not
materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the
Company and the Subsidiary or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any
real property and buildings held under lease by the Company and the Subsidiary are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the
Company and the Subsidiary.
(y)
Intellectual Property.
(i)
(A) For the conduct of its business as currently conducted and as proposed to be conducted in the
future, except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and the
Subsidiary own or possess sufficient rights in all domestic and foreign patents and patent applications, together with all
re-issuances, divisionals, continuations, continuations-in-part, revisions, renewals, extensions, and re-examinations thereof, and any
identified invention disclosures; (B) trade secret rights and
14
corresponding rights in confidential information and other non-public information (whether or not patentable), including formulas,
compositions, inventor’s notes, discoveries and improvements, know-how, manufacturing and production processes and techniques,
testing information, research and development information, inventions, invention disclosures, unpatented blueprints, drawings,
specifications, designs, plans, proposals, and technical data; (C) all copyrights, copyrightable works, software rights, software
source code rights, rights in databases, data collections, mask works, copyright registrations and applications therefor and
corresponding rights in works of authorship; (D) all trademarks, service marks, logos, trade dress and trade names indicating the
source of goods or services, and other indicia of commercial source or origin (whether registered, common law, statutory or
otherwise), all registrations and applications to register the foregoing anywhere in the world and all goodwill associated therewith;
(E) utility models and utility model applications that claim or cover any such inventions (including all divisionals, continuations,
continuations-in-part, reissues, reexaminations, renewals or extensions thereof), (F) any registered and unregistered design rights;
(G) all internet electronic addresses, and all registrations for the foregoing; and (H) any similar, corresponding or equivalent rights
to any of the foregoing anywhere in the world (individually and collectively, the “ Intellectual Property ”), except as would not
reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, provided that the foregoing is not a
representation or warranty of any kind with respect to infringement or misappropriation of the Intellectual Property of any third
party. To the Company’s knowledge, the conduct of the business of the Company and the Subsidiary does not conflict with,
infringe upon, or misappropriate any such rights of others, which conflict, infringement or misappropriation would reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect.
(ii)
Except as described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus, the Intellectual Property purported to be solely owned by the Company or the Subsidiary, is owned free and clear from
any material liens, encumbrances, or other third party rights, and the Company or the Subsidiary have the sole and exclusive rights
to use and exploit such Intellectual Property. Except as described in the Registration Statement, the Pricing Disclosure Package and
the Prospectus, neither the Company, the Subsidiary, nor any of their affiliates or legal predecessors, as regards to the ownership of
any Intellectual Property owned by the Company or the Subsidiary that is material to the conduct of the Company’s business, have
transferred ownership of, or granted any license to or right to use (other than non-exclusive license or right to use, Intellectual
Property in the ordinary course of Company’s and the Subsidiary’s business) any such Intellectual Property.
(iii)
Each material item of the Intellectual Property owned by the Company and the Subsidiary that is a
registered Intellectual Property and is not a patent application is subsisting and, to the Company’s knowledge, valid and
enforceable. Except which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect,
(a) each material item of the Intellectual Property that is a patent application filed by or on behalf of the Company has been properly
applied for and filed with the relevant Governmental Authorities; (b) all necessary documents and certificates in connection with the
registered Intellectual Property owned by the Company have been filed with the relevant Governmental Authorities for the purposes
of maintaining the registered Intellectual Property; and (c) all fees,
15
annuities, royalties and other payments that are or were due from on or before the date hereof for any of the registered Intellectual
Property owned by the Company have been paid.
(iv)
The Company and the Subsidiary have not received any notice of any claim of infringement,
misappropriation or conflict with any such rights of others in connection with its Intellectual Property that would reasonably be
expected to have a Material Adverse Effect. Except as described in the Registration Statement, the Pricing Disclosure Package and
the Prospectus, (A) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others
challenging the Company’s or the Subsidiary’s rights in or to any Intellectual Property, (B) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or scope of any Intellectual
Property owned by the Company or the Subsidiary , (C) there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others that the Company or the Subsidiary or any of its products or services infringes or
misappropriates any intellectual property or other proprietary rights of others, (D) no Intellectual Property has been obtained or is
being used by the Company or the Subsidiary in violation of any contractual obligation binding on the Company or the Subsidiary ,
or otherwise in violation of the rights of any persons, and (E) to the Company’s knowledge, no third party is infringing or
misappropriating any Intellectual Property owned by the Company or the Subsidiary , except, in the case of each of (A) through
(E) above, where the outcome of which would not result in a Material Adverse Effect. The Company or the Subsidiary have taken
reasonable steps necessary to secure ownership interests in the material Intellectual Property developed by their employees,
consultants, agents and contractors in the course of their service to the Company or the Subsidiary . There are no outstanding
options, licenses or binding agreements of any kind relating to any material Intellectual Property owned by the Company or the
Subsidiary that are required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and
are not described in all material respects. The Company or the Subsidiary is not a party to or bound by any options, licenses or
binding agreements with respect to any material Intellectual Property of any other person or entity that are required to be set forth in
the Registration Statement and the Prospectus and are not described in all material respects.
(z)
No Undisclosed Relationships . No relationship, direct or indirect, exists between or among the Company or the
Subsidiary, on the one hand, and the members of the supervisory board and the management board, officers, shareholders, customers or
suppliers of the Company or the Subsidiary, on the other, that is required by the Securities Act to be described in the Registration Statement,
the Statutory Prospectus or the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package.
(aa)
Investment Company Act. The Company is not and, after giving effect to the offering and sale of the ADSs and the
application of the proceeds thereof received by the Company as described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus, will not be required to register as an “investment company” or an entity “controlled” by an “investment company” within the
meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.
16
(bb)
Taxes. The Company and the Subsidiary have paid all domestic and foreign taxes and filed all tax returns required to be
paid or filed through the date hereof except for those the absence of which would not have a Material Adverse Effect; and except as otherwise
disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no tax deficiency that has been, or could
reasonably be expected to be, asserted against the Company or the Subsidiary or any of their respective properties or assets that has had, or
could reasonably be expected to have a Material Adverse Effect.
(cc)
Licenses and Permits. Except as described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus, each of the Company and the Subsidiary possesses all licenses, certificates, permits and other authorizations issued by the
appropriate domestic or foreign governmental or regulatory authorities that are necessary for the conduct of its business as described in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess the same would not,
individually or in the aggregate, have a Material Adverse Effect; each of the Company and the Subsidiary is in compliance with the terms and
conditions of all such licenses, certificates, permits and other authorizations in all material respects; and the Company has not received notice
of proceedings relating to the revocation or modification of any such license, certificate, permit or authorization which, individually or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.
(dd)
No Labor Disputes. No material labor disturbance by or dispute with employees of the Company or the Subsidiary exists
or, to the knowledge of the Company, is threatened, and the Company is not aware of any existing or imminent material labor disturbance by,
or dispute with, the employees of any of the Company’s or the Subsidiary’s principal suppliers, contractors or customers, except, in each case,
as would not have a Material Adverse Effect.
(ee)
Compliance with and Liability under Environmental Laws. Except as disclosed in the Registration Statement, Pricing
Disclosure Package and the Prospectus, neither the Company nor the Subsidiary is in violation of any applicable statute, rule, regulation,
decision or order of any Governmental Authority or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic
substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “
Environmental Laws ”), does not operate any real property contaminated with any substance that is subject to any Environmental Laws, is not
liable for any off-site disposal or contamination pursuant to any Environmental Laws, and is not subject to any claim relating to any
Environmental Laws, which violation, contamination, liability or claim, individually or in the aggregate, would have a Material Adverse Effect;
and the Company is not aware of any pending investigation which might reasonably be expected to lead to such a claim. Neither the Company
nor the Subsidiary anticipates incurring any material capital expenditures relating to compliance with Environmental Laws.
(ff)
Disclosure Controls . (i) The Company and the Subsidiary maintain an effective system of “disclosure controls and
procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that has been designed to comply with the applicable requirements of the
Exchange Act, (ii) such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
Commission’s rules and forms, including controls and
17
procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow
timely decisions regarding required disclosure, and (iii) such disclosure controls and procedures are effective in all material respects to perform
the functions for which they were established .
(gg)
Accounting Controls.
(i)
The Company and the Subsidiary maintain a system of “internal control over financial reporting” (as defined in
Rule 13a-15(f) of the Exchange Act) that has been designed to comply with the applicable requirements of the Exchange Act as and when such
internal controls must be implemented by the Company thereunder and has been designed by, or under the supervision of, their respective
principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including, but not
limited to, internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with
management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in
conformity with IFRS and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or
specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, there are no material weaknesses in the Company’s internal controls.
(ii)
The Company’s system of internal controls is in compliance with Section 91 AktG and appropriate to (A) provide
reasonable assurance that transactions are executed in accordance with management’s general and specific authorizations; (B) ensure that
transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset
accountability; (C) ensure that access to assets is permitted only in accordance with management’s general or specific authorization; and
(D) ensure that the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any difference.
(hh)
Insurance. The Company and the Subsidiary carry, or are covered by, insurance from insurers of recognized financial
responsibility in such amounts and covering such risks as is generally deemed adequate for the conduct their businesses and the value of the
Company’s or the Subsidiary’s properties and as is customary for companies engaged in similar business in similar industries, and all such
policies of insurance are in full force and effect; the Company and the Subsidiary are in compliance with the terms of such policies in all
material respects; there are no material claims by the Company or the Subsidiary under any such policy or instrument as to which any insurance
company is denying liability; and neither the Company nor the Subsidiary has any reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its
business as currently conducted at a cost that would not have a Material Adverse Effect.
(ii)
No Unlawful Payments. Neither the Company nor the Subsidiary, nor, to the Company’s knowledge, any supervisory
board member, management board member, officer, supervisor, manager,
18
agent, or employee or other person acting on behalf of the Company or the Subsidiary, has (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other expense relating to political activity; (ii) offered, made, promised to make, or authorized any direct or
indirect unlawful payment to any official, employee, agent, representative of any government (including its department, agency,
instrumentality, employee or agent of government-owned or controlled entity), or political party or official of any political party or any
candidate for any political office, to influence official action or secure an unlawful advantage; or (iii) violated or is in violation of any provision
under any applicable anti-corruption or anti-bribery law, including, but not limited to, any law, rule, or regulation promulgated to implement
the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997,
including the applicable provisions of the German Criminal Code, as amended, Germany Administrative Offenses Act, Germany Act on
Combating International Bribery of 1998, U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other
law, rule or regulation of similar purposes and scope applicable to them . The Company and the Subsidiary have instituted and maintain
policies and procedures which are designed to promote and achieve compliance with all applicable anti-corruption and anti-bribery laws.
(jj)
Compliance with Money Laundering Laws . The operations of the Company and the Subsidiary are and have been
conducted at all times in compliance with all the money laundering statutes and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any Governmental Authority, in each case, to the extent applicable to the Company, including, without limitation,
the German Money Laundering Act of 2008 ( Geldwäschegesetz ), Title 18 U.S. Code Sections 1956 and 1957, the USA PATRIOT Act, and
the U.S. Bank Secrecy Act, all as amended (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any
Governmental Authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the
knowledge of the Company, threatened.
(kk)
Compliance with OFAC. (i) Neither the Company nor the Subsidiary, nor, to the Company’s knowledge, any of their
supervisory or management board members, officers, employees, agents, affiliates or representatives, is an individual or entity that is, or is
owned or controlled by an individual or entity that is, the subject of any sanctions administered or enforced by the U.S. Department of
Treasury’s Office of Foreign Assets Control, the United Nations Security Council, or the European Union, or other applicable sanctions
authority (collectively, “ Sanctions ”); and (ii) the Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity for the purpose of financing the
activities of any person currently the subject of Sanctions.
(ll)
No Restrictions on Subsidiaries . Except as disclosed in the Registration Statement, the Pricing Disclosure Package and
the Prospectus, the Subsidiary is not currently prohibited, directly or indirectly, under any agreement or other instrument or laws to which it is a
party or is subject to, from paying any dividends to the Company, from making any other distribution on the Subsidiary’s equity interest, from
repaying to the Company any loans or advances to the Subsidiary from the Company or from transferring any of the Subsidiary’s properties or
assets to the Company.
(mm)
Broker’s Fees. Neither the Company nor the Subsidiary is a party to any contract, agreement or understanding with any
person (other than this Agreement) that would give rise to a valid claim against the Company or the Subsidiary or any Underwriter for a
brokerage commission, finder’s
19
fee or like payment in connection with the offering and sale of the ADSs and the Shares represented thereby.
(nn)
No Registration Rights . No person has the right to require the Company or the Subsidiary to register any equity or debt
securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission, the issuance of the New
Shares and the sale of ADSs by the Company or the sale of ADSs by the Selling Shareholders hereunder.
(oo)
No Market Stabilization or Manipulation. Neither the Company nor the Subsidiary has taken, directly or indirectly, any
action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of any security of the
Company in connection with the offering of the ADSs .
(pp)
Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe
that the statistical, industry-related and market-related data included in the Registration Statement, the Pricing Disclosure Package and the
Prospectus are not based on or derived from sources that are reliable and accurate in all material respects.
(qq)
Sarbanes-Oxley Act . There is and has been no failure on the part of the Company or any member of the Company’s
supervisory board and management board and officers, in their capacities as such, to comply with any applicable provision of the
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans.
(rr)
Status under the Securities Act . At the time of filing the Registration Statement and any post-effective amendment
thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of
Rule 164(h)(2) under the Securities Act) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as
defined in Rule 405 under the Securities Act, without taking account of any determination by the Commission pursuant to Rule 405 under the
Securities Act that it is not necessary that the Company be considered an ineligible issuer .
(ss)
Debt Securities and Preferred Stock. The Company has no debt securities or preferred shares that are rated by any
“nationally recognized statistical rating organization” (as that term is defined by the Commission for purposes of Rule 436(g)(2) under the
Securities Act).
(tt)
Dividends . Except as described in the Registration Statement, all dividends and other distributions declared and
payable on the Shares of the Company may under the current laws and regulations of Germany be paid to the Depositary in U.S. dollars or any
other currency that may be converted into foreign currency, which may be freely transferred out of Germany, subject to applicable withholding
or other taxes, as may be reduced by an applicable tax treaty, and without the necessity of obtaining any consents, approvals, authorizations,
permissions, orders, registrations, filings, exemptions, waivers, endorsements, licenses, annual inspections, clearances and qualifications of any
Governmental Authority having jurisdiction over the Company or the Subsidiary or any of their properties or under any applicable rules under
the Exchange Act.
20
(uu)
Absence of Stamp Duties and Transfer Taxes . No stamp or other issuance or transfer taxes or duties and no capital
gains, income, withholding or other taxes are payable by or on behalf of the Underwriters to the government of Germany, or any political
subdivision or taxing authority thereof or therein in connection with the sale and delivery of New Shares by the Company, in accordance with
the terms of this Agreement.
(vv)
No Sale, Issuance or Distribution of Shares . Except as disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, the Company has not sold, issued or distributed any shares of capital stock of the Company during the six-month
period preceding the date hereof, including any sales pursuant to Rule 144A, Regulation D or Regulation S of the Securities Act, other than
shares of capital stock of the Company issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation
plans or pursuant to outstanding options, rights or warrants.
(ww)
Foreign Private Issuer . The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities
Act.
(xx)
Transaction Agreements under German Law . This Agreement is in proper form to be enforceable against the Company
in Germany in accordance with its terms; to ensure the legality, validity, enforceability or admissibility into evidence in Germany of this
Agreement, it is not necessary that this Agreement be filed or recorded with any Governmental Authority in Germany (other than court filings
in the normal course of proceedings) or that any stamp or similar tax (other than nominal stamp duty if this Agreement is executed in or
brought into Germany) in Germany be paid on or in respect of this Agreement or any other documents to be furnished hereunder.
(yy)
Passive Foreign Investment Company . The Company was not a passive foreign investment company (“ PFIC ”) as
defined under Section 1297 of the Code for the taxable year ended December 31, 2013, and does not expect to be a PFIC in the current taxable
year ending December 31, 2014, or in the foreseeable future.
(zz)
No Reduction from Amounts Payable . All amounts payable by the Company under this Agreement shall be made
without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the
Company is required by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts
as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been
received if no withholding or deduction had been made.
(aaa)
Choice of Law . The courts of Germany recognize and give effect to the choice of law provisions set forth in
Section 20(c) hereof and will enforce judgments of U.S. courts obtained against the Company in connection with this Agreement under which a
sum of money is payable (other than a sum of money payable in respect of multiple damages, punitive damages, taxes or other charges of a like
nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (a) such courts had proper jurisdiction
over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of Germany; (c) such judgment was not
obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of Germany; (e) no new admissible evidence
relevant to the action is submitted prior to the rendering of the judgment by the
21
courts of Germany; and (f) there is due compliance with the correct procedures under the laws of Germany.
(bbb)
Absence of Immunity from Jurisdiction . The Company and the Subsidiary have no immunity from jurisdiction of any
court of (i) any jurisdiction in which it owns or leases property or assets, (ii) the United States or the State of New York or (iii) Germany or any
political subdivision thereof or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to themselves or their property and assets, or this Agreement or actions to enforce judgments in
respect thereof.
(ccc)
Merger or Consolidations . Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the
Prospectus and except for (i) the merger through assumption of Voxeljet Technology GmbH with and into VXLT 2013 AG, which was
effective as of September 12 , 2013 upon registration with the Commercial Register, (ii) the purchase of the title to the real property in
Friedberg, Germany underlying the Company’s headquarters from Deuter GmbH on December 6, 2013 and (iii) the purchase of an
undeveloped site adjacent to the Company’s headquarters from the City of Friedberg, Germany in December 2013, neither the Company nor
the Subsidiary has entered into any memorandum of understanding, letter of intent, definitive agreement or any similar agreements with respect
to a merger or consolidation or a material acquisition or disposition of assets, technologies, business units or businesses.
(ddd)
FINRA Affiliation . To the Company’s knowledge, there are no affiliations or associations between (i) any member of the
FINRA and (ii) the Company or any of the Company’s officers, supervisory or management board members or 5% or greater security holders,
except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(eee)
Effect of Certificates . Any certificate signed by any officer of the Company and delivered to you or to counsel for the
Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.
(fff)
Lock-up Letters. The Company has caused each of the members of its supervisory board and management board and
each of the Selling Shareholders to furnish to the Representatives, on or prior to the date of this Agreement, a “lock-up” letter, each
substantially in the form of Exhibit E hereto (the “ Lock-Up Letter ”). The Company will enforce the terms of each Lock-Up Letter and issue
stop-transfer instructions to its transfer agent and registrar or the Depositary, as applicable, for the Ordinary Shares and the ADSs with respect
to any transaction or contemplated transaction that would constitute a breach of or default under the applicable Lock-Up Letter. If, prior to
April 16, 2014, the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in Section 6(a) hereof or a
Lock-Up Letter described in this Section 3(fff) for a supervisory or management board member of the Company and provide the Company with
notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to
announce the impending release or waiver by issuing a press release substantially in the form of Exhibit F hereto through a major news service
at least two business days before the effective date of the release or waiver. The Company further agrees that it will not release any security
holder from, or waive any provision of, any lock-up or similar agreement between the Company and any security holder without the prior
written consent of the Representatives.
22
4.
Representations and Warranties of the Selling Shareholders . Each of the Selling Shareholders, for itself severally and not
jointly, represents and warrants to, and agrees with, the several Underwriters as follows:
(a)
No Consents Required . No consent, approval, authorization, order, license, registration or qualification of or with any
Governmental Authority is required under any instrument or agreement to which such Selling Shareholder is a party or by which it is bound or
under which it is entitled to any right or benefit in connection with the execution, delivery and performance by each Selling Shareholder of this
Agreement and the Power of Attorney (as defined below), and for the sale and delivery of the Existing Shares to be sold by each Selling
Shareholder hereunder, the deposit of the Existing Shares with the Depositary against issuance of the ADSs or the consummation of the
transactions contemplated by this Agreement and the Power of Attorney, except for (i) such consents, approvals, authorizations, orders,
licenses, registrations or qualifications as have been obtained by such Selling Shareholder prior to the date of this Agreement, (ii) the
registration of the Shares and the ADSs under the Securities Act, (iii) such consents, approvals, authorizations, orders and registrations or
qualifications as may be required by the FINRA, (iv) the registration of the Capital Increase creating the New Shares in the Commercial
Register and (v) under applicable state and foreign securities laws in connection with the purchase and distribution of the ADSs by the
Underwriters.
(b)
[Intentionally Omitted].
(c)
Power of Attorney . Such Selling Shareholder has the full right, power and authority to execute and deliver an
irrevocable power of attorney (a “ Power of Attorney ”) authorizing and directing Berthold Hummel and Katja Heuterkes, as attorneys-in-fact
(the “ Attorneys-in-Fact ”), or either of them, to effect the sale and delivery of the Existing Shares being sold by such Selling Shareholder, to
enter into this Agreement and to take all such other action as may be necessary hereunder.
(d)
Due Authorization; No Violation or Default . Such Selling Shareholder has full right, power and authority to execute
and deliver t his Agreement and to perform its obligations hereunder; and all actions required to be taken for the due and proper authorization,
execution and delivery by it of this Agreement and the due and proper authorization of the transactions contemplated hereby have been duly
and validly taken. Subject to the provisions of the German Consumer Protection Act, this Agreement constitutes a valid and legally binding
obligation of such Selling Shareholder enforceable against such Selling Shareholder in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally and by general principles of equity. The execution, delivery and performance by such Selling Shareholder of this
Agreement and the Power of Attorney, the sale of the Existing Shares to be sold by such Selling Shareholder and the consummation by such
Selling Shareholder of the transactions contemplated herein or therein will not (i) conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of such Selling Shareholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound or to which any of the property or assets
of such Selling Shareholder is subject, (ii) result in any violation of the provisions of the articles of association, charter or by-laws or similar
organizational
23
documents of such Selling Shareholder, if any, or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of
any Governmental Authority, except in the case of clauses (i), (ii) or (iii) as would not reasonably be expected to, individually or in the
aggregate, have a material adverse effect on the ability of the Selling Shareholder to consummate the transactions contemplated hereby.
(e)
Title to Shares. (i) Such Selling Shareholder now has, and, at the Closing Date and the Additional Closing Date, as the
case may be, will have, good and valid title to the Existing Shares to be sold by such Selling Shareholder, fully paid and non-assessable, free
and clear of any liens, encumbrances, equities and claims, and full right, power and authority to effect the sale and delivery of such Existing
Shares; and upon the delivery of and payment for the Securities on the Closing Date and the Additional Closing Date, as the case may be, the
Depositary will, subject to the Deposit Agreement, acquire valid and unencumbered title to the Existing Shares to be delivered by such Selling
Shareholder on such Closing Date and Additional Closing Date, as the case may be. Upon the deposit of the Existing Shares with the
Depositary pursuant to the Deposit Agreement in accordance with the terms thereof against issuance of ADSs for the Existing Shares, all rights,
title and interest in such Existing Shares, subject to the Deposit Agreement, will be transferred to the Depositary free and clear of all liens,
encumbrances or claims, except as provided for under Section 11 hereof regarding the obligation of the Underwriters to return to the Selling
Shareholders the Existing Shares upon the occurrence of a Termination Event, and further subject to the Deposit Agreement; and upon delivery
of the ADSs and payment therefor pursuant hereto, good and valid title to such ADSs, free and clear of all liens, encumbrances, equities or
adverse claims, will pass to the several Underwriters.
(f)
No Stabilization. Such Selling Shareholder will not take, directly or indirectly, any action designed to or that could
reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares or the ADSs.
(g)
Pricing Disclosure Package . The Pricing Disclosure Package as of the Applicable Time will not contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that the representations and warranties set forth in this Section 4(g) are limited in all
respects to statements or omissions based on and made in conformity with information relating to such Selling Shareholder furnished to the
Company and the Underwriters in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement, the
Pricing Disclosure Package and the Prospectus and any amendment or supplement thereto; it being understood and agreed that such
information furnished by or on behalf of each Selling Shareholder consists only of (A) the legal name, address and the number of Ordinary
Shares owned by such Selling Shareholder, and (B) the other information (excluding percentages) with respect to such Selling Shareholder
which appears in the table (and corresponding footnotes) under the caption “Principal and Selling Shareholders” in the Registration Statement,
any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus (collectively, the “ Selling Shareholder Information ”).
(h)
Issuer Free Writing Prospectus and Written Testing-the-Waters Communication. Other than the Registration Statement,
the Preliminary Prospectus and the Prospectus, such Selling Shareholder (including its agents and representatives, other than the Underwriters
in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any
Issuer Free Writing Prospectus or Written Testing-the-Waters Communication,
24
other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities
Act or (ii) any documents listed on Annex A to the Pricing Agreement or Annex B hereto, each electronic road show and any other written
communications approved in writing in advance by the Company and the Representatives.
(i)
Registration Statement and Prospectus. As of the applicable effective date of the Registration Statement and any
post-effective amendment thereto, the Registration Statement and any such post-effective amendment will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading;
and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing
Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading; provided that the representations and warranties set forth in this Section 4(i) are limited to statements or omissions based on and
made in conformity with the Selling Shareholder Information furnished by such Selling Shareholder.
(j)
Registration Rights . Such Selling Shareholder does not have any registration or other similar rights to register any
equity or debt securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission, the
issuance and sale of the New Shares by the Company and the Selling Shareholders or the sale of the Existing Shares by the Selling
Shareholders hereunder, except for such rights as are described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus.
(k)
FINRA Affiliation . Neither such Selling Shareholder nor any of his, her or its affiliates directly, or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common control with any member of FINRA or is a person associated with
a member of FINRA.
(l)
Effect of Certificates . Any certificate signed by such Selling Shareholder and delivered to you or to counsel for the
Underwriters shall be deemed a representation and warranty by such Selling Shareholder to each Underwriter as to the matters covered thereby.
(m)
Material Information . As of the date hereof, as of the Closing Date and as of the Additional Closing Date, as the case
may be, the sale of the Shares by such Selling Shareholder is not and will not be prompted by any material information concerning the
Company which is not set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus, or any amendment or
supplement thereto.
5.
Further Agreements of the Company . The Company covenants and agrees with the several Underwriters as follows:
(a)
Required Filings . The Company will prepare and file the final Prospectus with the Commission within the time periods
specified by Rule 424(b) and Rule 430A or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by
Rule 433 under the Securities Act; and will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not
previously delivered) to the Underwriters in New York City in such quantities as the Representatives may
25
reasonably request as soon as is reasonably practicable.
(b)
Delivery of Copies. The Company will deliver, without charge, (i) to the Representatives, three signed copies of the
Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and
(ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits)
and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and
supplements thereto) and each Issuer Free Writing Prospectus as the Representatives may reasonably request. As used herein, the term “
Prospectus Delivery Period ” means such period of time after the first date of the public offering of the ADSs as in the opinion of counsel for
the Underwriters a prospectus relating to the ADSs is required by law to be delivered (or required to be delivered but for Rule 172 under the
Securities Act) in connection with sales of the ADSs by any Underwriter or dealer.
(c)
Amendments or Supplements, Issuer Free Writing Prospectuses. After the date hereof, before using, authorizing,
approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration
Statement or the Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer
Free Writing Prospectus, amendment or supplement for review. After the date hereof, the Company will not use, authorize, approve, refer to
or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably
object.
(d)
Notice to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in
writing, (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or
becomes effective; (iii) when any supplement to the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters
Communication or any amendment to the Prospectus has been filed; (iv) of any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the
Registration Statement or any other request by the Commission for any additional information including, but not limited to, any request for
information concerning any Written Testing-the-Waters Communication; (v) of the issuance by the Commission of any order suspending the
effectiveness of the Registration Statement or preventing or suspending the use of any of the Pricing Disclosure Package or the Prospectus or
the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any
event or development within the Prospectus Delivery Period as a result of which the Prospectus, the Pricing Disclosure Package, or any Issuer
Free Writing Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (vii) of
the receipt by the Company of any notice with respect to any suspension of the qualification of the ADSs for offer and sale in any applicable
jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent
the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary
Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the ADSs and, if any such order is
issued, to obtain as soon as possible the withdrawal thereof.
26
(e)
Ongoing Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or
condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact
or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made or the circumstances then prevailing, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the
Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission
and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Prospectus as
may be necessary to correct such statement or omission or effect such compliance, and (2) if at any time prior to the filing of the Prospectus
pursuant to Rule 424(b), (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as
then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or
supplement the Pricing Disclosure Package to comply with law, the Company will promptly notify the Underwriters thereof and forthwith
prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such
dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package as may be necessary to
correct such statement or omission or effect such compliance.
(f)
Blue Sky Compliance. The Company will qualify the ADSs for offer and sale under the securities or Blue Sky laws of
such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for
distribution of the ADSs; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in
securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in
any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.
(g)
Earnings Statement. The Company will make generally available to its security holders and the Representatives as soon
as practicable , but in no event later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement (which need
not be audited) that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder
covering a period of at least 12 months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in
Rule 158) of the Registration Statement.
(h)
Clear Market. For a period of 90 days after the date of the Statutory Prospectus, without the prior written consent of the
Representatives, the Company will not (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or
dispose of, directly or indirectly, any Ordinary Shares or ADSs or any securities convertible into, exercisable or exchangeable for or that
represent the right to receive Ordinary Shares or ADSs (the “ Lock-Up Securities ”); (2) file, or announce the intention to file, any registration
statement with respect to any Lock-Up Securities, or (3) enter into any swap or other agreement that transfers, in whole or in part, any of the
economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1), (2) or (3) above is to be
settled by delivery of Ordinary Shares or ADSs or such other securities, in cash or otherwise. Notwithstanding the foregoing, the Company
may
27
(i) transfer the Lock-Up Securities pursuant to this Agreement, (ii) repurchase Lock-Up Securities upon the occurrence of a Termination Event,
(iii) issue and sell Lock-Up Securities pursuant to any employee stock option plan, incentive plan, stock ownership plan or dividend
reinvestment plan of the Company existing on the date of this Agreement and described in the Registration Statement, the Preliminary
Prospectus and the Prospectus, and (iv) after 45 days from the date of the Statutory Prospectus, offer, issue and sell Lock-Up Securities in
connection with any acquisition or strategic investment (including any joint venture, strategic alliance or partnership) as long as (x) the
aggregate number of Lock-Up Securities issued or issuable does not exceed 5% of the number of Ordinary Shares outstanding immediately
after the issuance and sale of the Lock-Up Securities, and (y) each recipient of any such shares or other securities agrees to restrictions on the
resale of such securities that are consistent with the lock-up letters described in Section 3(fff) hereof for the remainder of the 90-day restricted
period. This Section 5(h) supersedes Section 5(h) of the Underwriting Agreement, dated October 11, 2013 (the “ Original Underwriting
Agreement ”), among the Company, the selling shareholders of the Company named on Schedule II thereto and the Representatives, as
representatives of the several underwriters named in Schedule I thereto, and solely terminates Section 5(h) of the Original Underwriting
Agreement. Other than Section 5(h), this Agreement does not change or amend any other section of the Original Underwriting Agreement.
(i)
Use of Proceeds . The Company intends to use the net proceeds from the sale of the ADSs as described in the
Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of Proceeds.”
(j)
No Stabilization. The Company will not take, directly or indirectly, any action designed to or that could reasonably be
expected to cause or result in any stabilization or manipulation of the price of the Shares or the ADSs.
(k)
Exchange Listing. The Company will use its reasonable best efforts to list, subject to notice of issuance, the ADSs to be
delivered on the Closing Date or Additional Closing Date, as the case may be, on the NYSE.
(l)
Reports. During the period of three years from the date of this Agreement, the Company will furnish to the
Representatives, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the
Shares or ADSs, and copies of any reports and financial statements furnished to or filed with the Commission or any national securities
exchange or automatic quotation system; provided that the Company will be deemed to have furnished such reports and financial statements to
the Representatives to the extent they are filed on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system.
(m)
Transfer Taxes . The Company will indemnify and hold each Underwriter harmless against any documentary, stamp or
similar issuance or transfer taxes, duties or fees and any transaction levies, commissions or brokerage charges imposed by any government, or
any political subdivisions or tax authority thereof or therein, including any interest and penalties (the “ Transfer Taxes ”), which are or may be
required to be paid in connection with the creation, allotment, issuance, and initial delivery of the ADSs, including the deposit of the Shares
with the Depositary in accordance with the Deposit Agreement, and the execution and delivery of this Agreement. Any subsequent Transfer
Taxes payable on any transfer subsequent to the delivery of the ADSs in accordance with Section 2 hereof shall not be
28
the responsibility of the Company nor the Selling Shareholders.
(n)
Judgment and Approval . The Company agrees that (i) it will not attempt to avoid any judgment obtained by it or
denied to it in a court of competent jurisdiction outside Germany; (ii) following the consummation of the offering of the ADSs, it will use its
reasonable best efforts to obtain and maintain all approvals required in Germany to pay and remit outside Germany all dividends declared by
the Company and payable on the Ordinary Shares (deducting applicable withholding taxes, if any), if any.
(o)
Emerging Growth Company. The Company will promptly notify the Representatives if the Company ceases to be an
Emerging Growth Company at any time prior to the later of (A) completion of the distribution of the ADSs within the meaning of the Securities
Act and (B) completion of the 90-day restricted period referred to in Section 5(h) hereof.
6.
Further Agreements of the Selling Shareholders . Each of the Selling Shareholders, for itself severally and not jointly, covenants
and agrees with the several Underwriters as follows:
(a)
Clear Market . Such Selling Shareholder will comply with the terms of the Lock-Up Letter such Selling Shareholder
executed, it being understood that such Lock-Up Letter is in the form set forth as Exhibit E hereto.
(b)
Deposit of Shares. Prior to the Closing Date, such Selling Shareholder will have transferred the Existing Shares and
the Option Shares to the Underwriters on a securities account to be determined by the Underwriters so that the ADSs can be created and
delivered to the Underwriters at the Closing Date or the Additional Closing Date, as applicable, against receipt of such Existing Shares and
Option Shares.
(c)
Tax Form. Such Selling Shareholder will deliver to the Representatives prior to or at the Closing Date a properly
completed and executed United States Treasury Department Form W-8BEN (or other applicable form or statement specified by the Treasury
Department regulations in lieu thereof) (“Form W-8BEN ”), provided that if (i) such Selling Shareholder previously delivered a properly
completed and executed Form W-8BEN to the Representatives at any time during the three calendar years prior to the execution and delivery of
this Agreement, and (ii) no change in circumstances has made incorrect any information on such Form W-8BEN, then such Selling Shareholder
will be under no obligation to deliver an additional Form W-8BEN in connection with this Agreement.
(d)
No Stabilization . Such Selling Shareholder will not take, directly or indirectly, any action designed to or that could
reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares or the ADSs.
(e)
No Written Materials . Such Selling Shareholder agrees that it will not prepare or have prepared on its behalf or use or
refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act) and agrees that it will not distribute any written
materials in connection with the offer or sale of the ADSs.
(f)
Selling Shareholder Information . During the Prospectus Delivery Period, each Selling
29
Shareholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any change in the
Selling Shareholder Information relating to each such Selling Shareholder in the Registration Statement, the Prospectus or any document
comprising the Pricing Disclosure Package.
7.
Certain Agreements of the Underwriters . Each Underwriter hereby represents and agrees that:
(a)
It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use
of, refer to or participate in the planning for use of, any “free writing prospectus,” as defined in Rule 405 under the Securities Act (which term
includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration
Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as
defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary
Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A to the Pricing
Agreement or prepared pursuant to Section 3(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by
such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “
Underwriter Free Writing Prospectus ”).
(b)
It has not used and will not use, without the prior written consent of the Company, any free writing prospectus that
contains the final terms of the ADSs unless such terms have previously been included in a free writing prospectus filed with the Commission;
provided that the Underwriters may use a term sheet substantially in the form of Annex B to the Pricing Agreement without the consent of the
Company; provided further that any Underwriter using such term sheet shall notify the Company and provide a copy of such term sheet to the
Company prior to the first use of such term sheet and shall incorporate any comments to such term sheet as the Company may reasonable
request be included.
(c)
It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will
promptly notify the Company and the Selling Shareholders if any such proceeding against it is initiated during the Prospectus Delivery Period).
8.
Conditions of Underwriters’ Obligations . The obligation of each Underwriter to purchase the Firm ADSs on the Closing Date or
the Option ADSs on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company and the
Selling Shareholders of their respective covenants and other obligations hereunder and to the following additional conditions:
(a)
Registration Compliance; No Stop Order . No order suspending the effectiveness of the Registration Statement shall be
in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or, to the Company’s
knowledge, threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the
Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities
Act) and in accordance with Section 5(a) hereof ; and all requests by the Commission for additional information shall have been complied with
to the reasonable satisfaction of the Representatives.
30
(b)
Representations and Warranties. The respective representations and warranties of the Company and the Selling
Shareholders contained herein shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be; and
the statements of the Company and its officers and of the Selling Shareholders and their officers made in any certificates delivered pursuant to
this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be.
(c)
No Material Adverse Change. No event or condition of a type described in Section 3(k) hereof shall have occurred or
shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and
the Prospectus (excluding any amendment or supplement thereto) and the effect of which is, in the judgment of the Representatives, so material
and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the ADSs on the Closing Date or the
Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package
and the Prospectus.
(d)
Officers’ Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing
Date, as the case may be, a certificate of the chief executive officer and chief financial officer in such person’s capacity as an officer of the
Company and not in his individual capacity (i) confirming that such officers have carefully reviewed the Registration Statement, the Pricing
Disclosure Package and the Prospectus and that, to the knowledge of such officers, the representations and warranties of the Company in this
Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed
or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (ii) to the effect set forth in
Sections 8(a) and 8(c) above.
(e)
Certificate of Chief Financial Officer . The Representatives shall have received on and as of the Closing Date or the
Additional Closing Date, as the case may be, a certificate of the chief financial officer of the Company substantially in the form of Annex A
hereto.
(f)
Certificate of the Selling Shareholders . The Representatives shall have received on and as of the Closing Date or the
Additional Closing Date, as the case may be, a certificate of the Selling Shareholders (executed by one of the Attorneys-in-Fact on behalf of the
Selling Shareholders), in form and substance reasonably satisfactory to the Representatives, confirming that the representations and warranties
of the Selling Shareholders in this Agreement are true and correct and that the Selling Shareholders have complied with all agreements and
satisfied all conditions on their part to be performed or satisfied hereunder at or prior to such Closing Date or Additional Closing Date, as the
case may be.
(g)
Comfort Letters . On the date of the Pricing Agreement and on the Closing Date or the Additional Closing Date, as the
case may be, KPMG shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery
thereof and addressed to the Representatives, in form and substance reasonably satisfactory to the Representatives, containing statements and
information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and
certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus ; provided , that the
letter
31
delivered on the Closing Date or the Additional Closing Date, as the case may be, shall use a “cut-off” date of the earlier of (i) three business
days prior to such Closing Date or such Additional Closing Date, as the case may be, or (ii) May 15, 2014.
(h)
Opinion and 10b-5 Statement of United States Counsel for the Company . Dechert LLP, United States counsel for the
Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the
Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably
satisfactory to the Representatives and previously agreed upon by counsel for the Underwriters and Dechert LLP.
(i)
Opinion of United States Counsel for the Selling Shareholders. Dechert LLP, United States counsel for the Selling
Shareholders, shall have furnished to the Representatives, at the request of the Selling Shareholders, their written opinion, dated the Closing
Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to
the Representatives and previously agreed upon by counsel for the Underwriters and Dechert LLP.
(j)
Opinion of German Counsel for the Company . Dechert LLP, German counsel for the Company, shall have furnished
to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case
may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives and previously agreed upon by
counsel for the Underwriters and Dechert LLP. Such opinion shall include opinion statements confirming the effectiveness of the Capital
Increase.
(k)
Opinion of German Counsel for the Selling Shareholders. Dechert LLP, German counsel for the Selling Shareholders,
shall have furnished to the Representatives, at the request of the Selling Shareholders, their written opinion, dated the Closing Date or the
Additional Closing Date, as the case may be , and addressed to the Underwriters, in form and substance reasonably satisfactory to the
Representatives and previously agreed upon by counsel for the Underwriters and Dechert LLP.
(l)
Opinion of Intellectual Property Counsel for the Company. Wagner & Helbig, intellectual property counsel for the
Company, shall have furnished to the Representatives, at the request of the Company, its written opinion, dated the Closing Date or the
Additional Closing Date, as the case may be , and addressed to the Underwriters, in form and substance reasonably satisfactory to the
Representatives and previously agreed upon by counsel for the Underwriters and Wagner & Helbig.
(m)
Opinion and 10b-5 Statement of United States Counsel for the Underwriters. The Representatives shall have received
on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement of Paul Hastings LLP, United
States counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have
received such documents and information as they may reasonably request to enable them to pass upon such matters.
(n)
Opinion of German Counsel for the Underwriters . The Representatives shall have received on and as of the Closing
Date or the Additional Closing Date, as the case may be, an opinion of Paul Hastings (Europe) LLP, German counsel for the Underwriters, with
respect to such matters as the
32
Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request
to enable them to pass upon such matters.
(o)
Opinion of Counsel for the Depositary . The Representatives shall have received on and as of the Closing Date or the
Additional Closing Date, as the case may be, an opinion of Patterson Belknap Webb & Tyler LLP, counsel for the Depositary, with respect to
such matters as the Representatives may reasonably request and in form and substance satisfactory to the Representatives previously agreed
upon by counsel for the Underwriters and Patterson Belknap Webb & Tyler LLP.
(p)
Delivery of Global Share Certificate No. 2 representing the Ordinary Shares. The Company shall have delivered (i) in
accordance with, and at the time provided for, in Section 2, the duly executed Global Share Certificate No. 2 evidencing the New Shares to the
Custodian, and (ii) in accordance with, and at the time provided for, in Section 2 a certified excerpt from the Commercial Register evidencing
the Capital Increase represented by the New Shares.
(q)
Transfer of Title of the Existing Shares. The Selling Shareholders shall have transferred title to the Existing Shares to
be sold in accordance with Section 2 above to the Underwriters.
(r)
No Legal Impediment to Issuance and/or Sale. No action shall have been taken and no statute, rule, regulation or order
shall have been enacted, adopted or issued by any Governmental Authority that would, as of the Closing Date or the Additional Closing Date,
as the case may be, prevent the issuance or sale of the ADSs or the Shares represented thereby by the Company or the sale of the ADSs or the
Shares represented thereby by the Selling Shareholders; and no injunction or order of any domestic or foreign court shall have been issued that
would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the ADSs or the Shares
represented thereby by the Company or the sale of the ADSs or the Shares represented thereby by the Selling Shareholders.
(s)
[Intentionally Omitted].
(t)
Exchange Listing. The ADSs to be delivered on the Closing Date or Additional Closing Date, as the case may be, shall
have been approved for listing on the NYSE, subject to official notice of issuance.
(u)
Lock-Up Letters . The Lock-Up Letters, each substantially in the form of Exhibit E hereto, between you and the
members of Company’s supervisory board and management board and each of the Selling Shareholders, delivered to you on or before the date
hereof, shall be in full force and effect on the Closing Date or Additional Closing Date, as the case may be.
(v)
Certificates at Closing Date . The Depositary shall have furnished or caused to be furnished to you at the Closing Date
or Additional Closing Date, as the case may be, certificates satisfactory to you evidencing the deposit with it or its nominee of the Shares being
so deposited against issuance of ADSs to be delivered by the Representatives through Citigroup Global Markets Limited with regard to the
New Shares and by the Selling Shareholders with regard to the Existing Shares at the Closing Date or Additional Closing Date, as the case may
be, and the execution, countersignature (if applicable), issuance and delivery of such ADSs pursuant to the Deposit Agreement.
33
(w)
Pricing Agreement . The Pricing Agreement shall have been duly authorized, executed and delivered by the Company,
the Selling Shareholders and the Representatives on behalf of the several Underwriters, there being no obligation to execute the Pricing
Agreement.
(x)
Additional Documents. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the
Company and the Selling Shareholders shall have furnished to the Representatives such further certificates and documents as the
Representatives may reasonably request.
(y)
No FINRA Objection . FINRA shall not have raised any objection with respect to the fairness or reasonableness of the
underwriting or other arrangements of the transactions contemplated hereby.
All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance
with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.
9.
Indemnification and Contribution.
(a)
Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each
Underwriter, its affiliates (within the meaning of Rule 501(b) of Regulation D or Rule 405 under the Act), directors and officers, employees,
agents and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented
outside legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted), joint or
several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise that arise out of, or are
based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any
omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein
not misleading, or (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or
supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under
the Securities Act, any Written Testing-the-Waters Communication, any written materials prepared in connection with a road show as defined
in 433(h) under the Securities Act, including any electronic road show (“ Written Road Show Materials ”), or any Pricing Disclosure Package
(including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein
a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in
each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in conformity with (i) any information relating to any Underwriter furnished to
the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only
such information furnished by any Underwriter consists of the information described as such in Section 9(c) below and (ii) the Selling
Shareholder Information.
(b)
Indemnification of the Underwriters by the Selling Shareholders. Each Selling
34
Shareholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates (within the meaning of
Rule 501(b) of Regulation D or Rule 405 under the Act), directors and officers, employees, agents and each person, if any, who controls such
Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses,
claims, damages and liabilities (including, without limitation, reasonable and documented outside legal fees and other expenses reasonably
incurred in connection with any suit, action or proceeding or any claim asserted), joint or several, to which they or any of them may become
subject under the Securities Act, the Exchange Act or otherwise that arise out of, or are based upon, (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) or any untrue statement or alleged
untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus,
any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters
Communication, any Written Road Show Materials or any Pricing Disclosure Package (including any Pricing Disclosure Package that has
subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading, it be being understood and agreed that the only
such information furnished by the Selling Shareholders consists of the Selling Shareholder Information, in each case except insofar as such
losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such
Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by
any Underwriter consists of the information described as such in Section 9(c) below.
(c)
Indemnification of the Company and the Selling Shareholders. Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company and each Selling Shareholder, its affiliates (within the meaning of Rule 501(b) of Regulation D or
Rule 405 under the Act), directors, management board members, supervisory board members, officers, employees, agents and each person, if
any, who controls the Company and each Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented
outside legal fees and other expenses reasonably incurred in connection with any suit, action or proceeding or any claim asserted), joint or
several, to which they or any of them may become subject under the Securities Act, the Exchange Act or otherwise that arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any
information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for
use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written
Testing-the-Waters Communication, any Written Road Show Materials or any Pricing Disclosure Package (including any Pricing Disclosure
Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any
Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: (i) the table containing a list of
Underwriters and their respective participation in the sale of the Securities which appears between the first and second paragraphs under the
caption “Underwriting,” (ii) the concession and discount figures appearing in the
35
second paragraph under the caption “Underwriting,” and (iii) the information contained in the eleventh, twelfth and thirteenth paragraphs under
the caption “Underwriting.”
(d)
Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim
or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding
paragraphs of this Section 9 , such person (the “ Indemnified Person ”) shall promptly notify the person against whom such indemnification
may be sought (the “ Indemnifying Person ”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from
any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and provided further that that the failure to notify the Indemnifying
Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under the preceding paragraphs of this
Section 9 . If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying
Person thereof, the Indemnifying Person shall be entitled to appoint counsel of the Indemnifying Person’s choice at the Indemnifying Person’s
expense reasonably to represent the Indemnified Person in any action for which indemnification is sought (in which case the Indemnifying
Person shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person or Persons
except as set forth below); provided , however , that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding
the Indemnifying Person’s election to appoint counsel to represent the Indemnified Person in an action, the Indemnified Person shall have the
right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified
Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person
has failed within a reasonable time after notice of the institution of such actions to retain counsel reasonably satisfactory to the Indemnified
Person; (iii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and the Indemnifying
Person and the Indemnified Person shall have reasonably concluded based on advice from outside counsel that there may be legal defenses
available to it and/or other Indemnified Persons that are or may be different from or in addition to those available to the Indemnifying Person;
and (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between
them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons,
and that all such fees and expenses shall be paid or reimbursed upon notice as they are incurred. Any such separate firm or counsel for any
Underwriter, its affiliates, directors and officers, employees, agents and any control persons of such Underwriter shall be designated in writing
by the Representatives, any such separate firm or counsel for the Company, its directors, its officers who signed the Registration Statement and
any control persons of the Company shall be designated in writing by the Company and any such separate firm or counsel for the Selling
Shareholders shall be designated in writing by the Attorneys-in-Fact or any one of them. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the
plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an
Indemnifying
36
Person reimburse the Indemnified Person for reasonable and documented fees and expenses of counsel as contemplated by this paragraph, the
Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent only if (i) such settlement is
entered into more than 45 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have
reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement or have not otherwise notified such
indemnified party in good faith that such indemnifying party is contesting the amount of such reimbursement request. No Indemnifying
Person shall, without the written consent of the Indemnified Person (which consent shall not be unreasonably withheld), settle or compromise
or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which any
Indemnified Person is or could have been a party and indemnification or contribution could have been sought hereunder by such Indemnified
Person, unless such settlement, compromise or consent (x) includes an unconditional release of such Indemnified Person, in form and substance
reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matters of such claim, action, suit or
proceeding and (y) does not include any statement as to or any admission of fault or culpability by or on behalf of any Indemnified Person.
(e)
Contribution. If the indemnification provided for in paragraphs (a), (b) and (c) above is unavailable to an Indemnified
Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such
paragraph (but with respect to any Selling Shareholder, only to the extent agreed in Section 9(b)), in lieu of indemnifying such Indemnified
Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company or the Selling Shareholders, on the one
hand, and the Underwriters, on the other hand, from the offering of the ADSs pursuant to this Agreement or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i) but also the relative fault of the Company or the Selling Shareholders, on the one hand, and the Underwriters, on the other hand, in
connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company or the Selling Shareholders, on the one hand, and the Underwriters, on the other
hand, from the offering of the ADSs pursuant to this Agreement shall be deemed to be in the same respective proportions as the net proceeds
(before deducting expenses) from the offering of the ADSs received by the Company or the Selling Shareholders, as applicable, and the total
underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear
to the aggregate offering price of the ADSs as set forth on such cover. The relative fault of the Company or the Selling Shareholders, on the one
hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or
the Selling Shareholders, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
(f)
Limitation on Liability. The Company, the Selling Shareholders and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if (i) all of the Selling Shareholders or
(ii) all of the Underwriters were collectively treated as one entity for such purpose) or by any other method of allocation that does not
37
take account of the equitable considerations referred to in Section 9(e) above. The amount paid or payable by an Indemnified Person as a result
of the losses, claims, damages and liabilities referred to in Section 9(e) above shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with any such action or claim.
Notwithstanding the provisions of this Section 9, in no event shall an Underwriter be required to contribute any amount in excess of the amount
by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the ADSs exceeds the
amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. Notwithstanding the provisions of this Section 9 , in no event shall a Selling Shareholder be required to
contribute any amount in excess of such Selling Stockholder’s aggregate net proceeds, after deducting underwriting commissions, discounts
and expenses, resulting from the sale of Existing Shares pursuant to the terms of this Agreement. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several in proportion to
their respective purchase obligations hereunder and not joint.
(g)
Non-Exclusive Remedies. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to any Indemnified Person at law or in equity.
10.
Effectiveness of Agreement . This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
11.
Termination .
(a)
This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company and the
Selling Shareholders, if after the execution and delivery of this Agreement (i) the Applicable Time does not occur on or before April [30], 2014
or (ii) following the Applicable Time, but prior to the Closing Date or, in the case of the Option ADSs, prior to the Additional Closing Date
(A) any of the conditions provided for in Section 8 herein shall not have been fulfilled when and as required by this Agreement to be fulfilled;
(B) trading generally shall have been suspended or materially limited on or by the NYSE or The Nasdaq Stock Market; (C) trading of any
securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (D) a general
moratorium on commercial banking activities shall have been declared by U.S. or German federal or New York State authorities; or (E) there
shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside
the United States and Germany, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable
to proceed with the offering, sale or delivery of the Shares or ADSs on the Closing Date or the Additional Closing Date, as the case may be, on
the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus (each of the events set forth in
clauses (i) and (ii) (including subclauses (A) to (E)), a “ Termination Event ”).
(b)
Should the Termination Event occur before the Subscription Certificate for the New Shares has been filed with the
Commercial Register, the Representatives may at their option and in their
38
sole discretion, on behalf of the several Underwriters, terminate this Agreement, and, thereafter, the obligation of the Representatives, through
Citigroup Global Markets Limited, to subscribe for the New Shares for the account of the several Underwriters and the several obligations of
the Underwriters to acquire the Securities may be cancelled, and, in such circumstances, the Company shall return the Subscription Certificate
for the New Shares and the Bank Confirmation to Citigroup Global Markets Limited and release any funds already credited to the Capital
Increase Account for the benefit of Citigroup Global Markets Limited.
(c)
If a Termination Event occurs after all documents required for the registration of the Capital Increase have been filed
with the Commercial Register, the Representatives may at their option and in their sole discretion, on behalf of the several Underwriters,
request from the Company by written notification to the Company to employ its reasonable best efforts to procure a withdrawal of the
application for registration of the Capital Increase with the Commercial Register. If the application is withdrawn successfully, the obligation of
the Representatives, through Citigroup Global Markets Limited, to subscribe for the New Shares for the account of the several Underwriters
and the several obligations of the Underwriters to acquire the Securities shall terminate and the Company shall return the Subscription
Certificate for the New Shares and the Bank Confirmation to the Representatives. Furthermore, the Company shall release any funds already
credited to the Capital Increase Account for the benefit of the Representatives through Citigroup Global Markets Limited.
(d)
If the Termination Event occurs after registration of the Capital Increase or on a date on which the application for the
registration of the Capital Increase with the Commercial Register can no longer be withdrawn, or if despite a request a withdrawal does not
occur for other reasons, the Representatives at their option and in their sole discretion, on behalf of the several Underwriters, may terminate this
Agreement on behalf of the several Underwriters; provided, however , that the several obligations of the Underwriters hereunder to acquire the
New Shares at the Issue Price shall remain in force and survive any such termination. The Representatives may, however, release the several
other Underwriters of this obligation in their sole discretion. Subject to the foregoing, in the event of any such termination, the several
obligations of the Underwriters towards the Company and each of the Selling Shareholders to acquire and offer the Securities shall
terminate. In such circumstances any Existing Shares that have already been transferred shall be retransferred to the respective Selling
Shareholder; (ii) the Representatives shall have the right to sell to the Selling Shareholders, and each of the Selling Shareholders shall have the
obligation to purchase from the Representatives all of the New Shares, against payment to the Representatives of the Issue Price of such New
Shares. Any such sale by the Representatives to the Selling Shareholders shall be consummated within a period of 15 business days following
the termination notification in accordance with this Section 11; and (iii) if the sale of the New Shares to the Selling Shareholders pursuant to
subsection (ii) above is not consummated within a period of 15 business days following the termination notification in accordance with this
Section 11, the Representatives shall also be entitled to sell the New Shares to any other person or persons as they deem best in their sole
discretion and, in the event of any such sale, shall forward to the Company any proceeds received by them from such disposition less the
amount credited to the Capital Increase Account and less the underwriting commission. If the New Shares have already been transferred from
Citigroup Global Markets Limited to the Depositary and been registered in the Depositary’s name, the Company shall assist Citigroup Global
Markets Limited in taking all reasonable measures necessary to effect the transfer of the New Shares to Citigroup Global Markets Limited or
any other entity designated by the Representatives, on behalf of the several Underwriters, and to register the New Shares in the
39
name of Citigroup Global Markets Limited or any other entity designated by the Representatives, on behalf of the several Underwriters.
12.
Default by One or More of the Selling Shareholders or the Company.
(a)
Default by the Selling Shareholders . If one or more of the Selling Shareholders shall fail at the Closing Date or the
Additional Closing Date to sell and deliver the number of Existing Shares which such Selling Shareholder or Selling Shareholders are obligated
to sell hereunder, and the remaining Selling Shareholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number
of Existing Shares to be sold by them hereunder so that the total number of Existing Shares to be sold by all non-defaulting Selling
Shareholders is as set forth on Schedule II to the Pricing Agreement, then you may at your option, by written notice from you to the Company
and the non-defaulting Selling Shareholders , either (a) terminate this Agreement without any liability on the part of any Underwriter or, except
as provided in Section 9 and Section 14 hereof , any non-defaulting party, or (b) elect to purchase the Existing Shares which the Company and
the non-defaulting Selling Shareholders have agreed to sell hereunder. In the event of a default by any Selling Shareholder as referred to in
this Section, either you or the Company, or by joint action only, the non-defaulting Selling Shareholders, shall have the right to postpone the
Closing Date or the Additional Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration
Statement, the Pricing Disclosure Package or the Prospectus or in any other documents or arrangements.
(b)
Default by the Company . If the Company shall fail at the Closing Date to sell and deliver the number of New Shares
which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter, other than for
the Representatives to return to the Selling Shareholders any Existing Shares that have been transferred hereunder, or, except as provided in
Section 9 and Section 14 hereof, any non-defaulting party.
(c)
No Relief from Liability . No action taken pursuant to this Section shall relieve the Company or any Selling
Shareholders so defaulting from liability, if any, in respect of such default.
13.
Defaulting Underwriter .
(a)
If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to
purchase the ADSs that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for
the purchase of such ADSs by other persons satisfactory to the Company and the Selling Shareholders on the terms contained in this
Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of
such ADSs, then the Company and the Selling Shareholders shall be entitled to a further period of 36 hours within which to procure other
persons satisfactory to the non-defaulting Underwriters to purchase such ADSs on such terms. If other persons become obligated or agree to
purchase the ADSs of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the
Additional Closing Date, as the case may be, for up to five full business days in order to effect any required changes in the Registration
Statement or the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or
supplement to the Registration Statement and the Prospectus to effect any such changes. As used in this Agreement, the term “Underwriter”
includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule I to the Pricing
40
Agreement that, pursuant to this Section 13, purchases ADSs that a defaulting Underwriter agreed but failed to purchase.
(b)
If, after giving effect to any arrangements for the purchase of the ADSs of a defaulting Underwriter or Underwriters by
the non-defaulting Underwriters, the Company and the Selling Shareholders as provided in paragraph (a) above, the aggregate number of ADSs
that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% of the aggregate number
of ADSs to be purchased on such date, then each non-defaulting Underwriter shall be obligated to purchase the number of ADSs that such
Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of ADSs that such
Underwriter agreed to purchase on such date) of the ADSs of such defaulting Underwriter or Underwriters for which such arrangements have
not been made.
(c)
If, after giving effect to any arrangements for the purchase of the ADSs of a defaulting Underwriter or Underwriters by
the non-defaulting Underwriters, the Company and the Selling Shareholders as provided in paragraph (a) above, the aggregate number of ADSs
that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% of the aggregate number of
ADSs to be purchased on such date, then this Agreement or, with respect to the Additional Closing Date, the obligation of the Underwriters to
purchase ADSs on the Additional Closing Date, shall terminate without liability on the part of the non-defaulting Underwriters. Any
termination of this Agreement pursuant to this Section 13 shall be without liability on the part of the Company or the Selling Shareholders,
except that the Company will continue to be liable for the payment of expenses as set forth in Section 14 hereof for any non-defaulting
Underwriters and except that the provisions of Sections 9 , 11(b), 11(c) and 11(d) hereof shall not terminate and shall remain in effect mutatis
mutandis .
(d)
Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling
Shareholders or any non-defaulting Underwriter for damages caused by its default.
14.
Payment of Expenses .
(a)
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is
terminated, will pay or cause to be paid (other than with respect to a defaulting Underwriter hereunder) (i) all expenses (including transfer taxes
allocated to the respective transferees) incurred in connection with the delivery to the Underwriters of the ADSs, (ii) all expenses and fees
(including, without limitation, fees and expenses of the Company’s accountants and counsel but, except as otherwise provided below, not
including fees of the Underwriters’ advisors or counsel) in connection with the preparation, printing, filing, delivery, and shipping of the
Registration Statement (including the financial statements therein and all amendments, schedules, and exhibits thereto), the ADSs, each
Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus and any amendment thereof or
supplement thereto, and the printing, delivery, and shipping this Agreement and any related documents, including the Blue Sky Memorandum
(covering the states and other applicable jurisdictions), (iii) the fees and expenses of the Depositary, the Custodian and any transfer agent or
registrar, (iv) all filing fees and reasonable and documented fees and disbursements of the Underwriters’ counsel incurred in connection with
the qualification of the ADSs for offering and sale by the Underwriters or by dealers under the securities or blue sky laws of the states and other
41
jurisdictions which you shall designate, provided that the reasonable fees and disbursements of Underwriters’ counsel relating to this subclause
(iv) shall not exceed $5,000, (v) the filing fees and reasonable and documented fees and disbursements of Underwriters’ counsel incident to any
required review and approval by FINRA of the terms of the sale of the ADSs, provided that the reasonable fees and disbursements of
Underwriters’ counsel relating to this subclause (v) shall not exceed $15,000, (vi) all application fees related to the listing of the ADSs on the
NYSE, (vii) the cost and expenses of the Company relating to investor presentations or any “road show” undertaken in connection with
marketing of the ADSs, provided , however , that the Company shall only be responsible for 50% of the cost of any aircraft chartered in
connection with the road show and the Underwriters shall be responsible for the balance, and (viii) all other costs and expenses of the Company
incident to the performance of its obligations hereunder that are not otherwise specifically provided for herein.
(b)
If (i) this Agreement is terminated pursuant to Section 11 , (ii) the Company or the Selling Shareholders for any reason
fail to tender the ADSs for delivery to the Underwriters or (iii) the Underwriters decline to purchase the ADSs because of any refusal, inability
or failure on the part of the Company or the Selling Shareholders to perform any agreement herein or comply with any provision hereof , other
than the default by one or more of the Underwriters in its or their respective obligations hereunder , the Company agrees to reimburse the
Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees and expenses
of their outside legal counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated
hereby.
15.
Persons Entitled to Benefit of Agreement . This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their respective successors and, with respect to indemnification obligations, the officers, directors, management board members, supervisory
board members, affiliates employees, agents and any controlling persons referred to in Section 9 hereof. Nothing in this Agreement is intended
or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein. No purchaser of ADSs from any Underwriter shall be deemed to be a successor merely by reason of such purchase.
16.
Survival . The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the
Selling Shareholders and the Underwriters contained in this Agreement or made by or on behalf of the Company, the Selling Shareholders or
the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the
ADSs and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the
Company, the Selling Shareholders or the Underwriters.
17.
Certain Defined Terms . For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has
the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are
permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities
Act.
18.
Submission to Jurisdiction; Appointment of Agent for Service.
(a)
Each of the Company and the Selling Shareholders irrevocably submits to the non42
exclusive jurisdiction of any New York State or United States Federal court sitting in the Borough of Manhattan in the City of New York over
any suit, action or proceeding arising out of or relating to this Agreement, the Pricing Disclosure Package, the Prospectus, the Registration
Statement, the ADS Registration Statement or the offering of the ADSs. Each of the Company and the Selling Shareholders irrevocably
waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action
or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an
inconvenient forum. To the extent that any of the Company and the Selling Shareholders has or hereafter may acquire any immunity (on the
grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of
the Company and such Selling Shareholder, as applicable, irrevocably waives, to the fullest extent permitted by law, such immunity in respect
of any such suit, action or proceeding.
(b)
Each of the Company and the Selling Shareholders hereby appoints Corporation Service Company, 1180 Avenue of the
Americas, Suite 210, New York, NY 10036-8401 as their respective agents for service of process in any suit, action or proceeding described
the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such
agent. Each of the Company and the Selling Shareholders waives, to the fullest extent permitted by law, any other requirements of or objections
to personal jurisdiction with respect thereto. Each of the Company and the Selling Shareholders represents and warrants that such agent has
agreed to act as its agent for service of process. To the extent that either the Company or the Selling Shareholders determines to appoint a new
agent for service of process, each of the Company and the Selling Shareholders agrees to promptly notify the Representatives of the name and
address of such new agent for service of process.
19.
Judgment Currency . If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any
currency other than U.S. dollars, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Underwriters could purchase U.S. dollars with such other currency in The City of
New York on the business day preceding that on which final judgment is given. The obligation of each of the Company and the Selling
Shareholders with respect to any sum due from it to any Underwriter or any person controlling any Underwriter under this Agreement shall,
notwithstanding any judgment in a currency other than U.S. dollars, not be discharged until the first business day following receipt by such
Underwriter or controlling person of any sum in such other currency, and only to the extent that such Underwriter or controlling person may in
accordance with normal banking procedures purchase U.S. dollars with such other currency. If the U.S. dollars so purchased are less than the
sum originally due to such Underwriter or controlling person hereunder, the Company agrees as a separate obligation and notwithstanding any
such judgment, to indemnify such Underwriter or controlling person against such loss. If the U.S. dollars so purchased are greater than the sum
originally due to such Underwriter or controlling person hereunder, such Underwriter or controlling person agrees to pay to the Company and
such Selling Shareholder, as applicable, an amount equal to the excess of the U.S. dollars so purchased over the sum originally due to such
Underwriter or controlling person hereunder.
43
20.
Miscellaneous .
(a)
Authority of the Representatives. Any action by the Underwriters hereunder may be taken by the Representatives on
behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.
(b)
Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly
given if mailed or transmitted and confirmed by any standard form of telecommunication.
(i)
Notices to the Underwriters shall be given to the Representatives c/o Piper Jaffray & Co., 800 Nicollet Mall,
Minneapolis, Minnesota 55402, Attention: Equity Capital Markets (fax: (612) 303-1070), with a copy to the General
Counsel (James Martin) (fax: (612) 303-1068 ).
(ii)
Notices to the Company shall be given at voxeljet AG, Paul-Lenz Straße 1b, 86316, Friedberg, Federal Republic of
Germany (fax: +49 821 7483 111); Attention: Rudolf Franz, with a copy to Dechert LLP, 1095 Avenue of the Americas,
New York, NY 10036, Attention: David Rosenthal (fax: (212) 698-0416).
(iii)
Notices to the Selling Shareholders shall be given at
AleSta Beteiligungs GmbH, Brunnenlechgässchen 1, 86161 Augsburg, Federal Republic of Germany (fax: +49 821
262896-29); Attention: Alexander Stärker;
Dr. Ingo Ederer, Paul-Lenz Straße 1b, 86316, Friedberg , Federal Republic of Germany (fax: +49 821 74 83-111);
Franz Industriebeteiligungen AG, Am Silbermannpark 1b, 86161 Augsburg, Federal Republic of Germany (fax: +49 821
450420 19); Attention: Rudolf Franz;
Prof. Dr. Joachim Heinzl, Paul-Lenz Straße 1b, 86316, Friedberg , Federal Republic of Germany (fax: +49 821 74
83-111);
Startkapital-Fonds Augsburg GmbH, Stettenstr. 1, 86150 Augsburg, Federal Republic of Germany (fax: +49 821 7847
2678); Attention: Marcus Wagner; and
Technologie Beteiligungsfonds Bayern GmbH & Co. KG , Ländgasse 135 a, 84028 Landshut, Federal Republic of
Germany (fax: +49 871 92325-55); Attention: Roman Huber & Dr. Georg Reid,
With a copy to Dechert LLP, Erika-Mann-Strasse 5, 80636 Munich, Germany, Attention: Dr. Katja Heuterkes (fax:
+49(0) 89 212163-33).
(c)
Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall
be governed by and construed in accordance with the laws of the State of
44
New York applicable to agreements made and to be performed in such state.
(d)
Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any
standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
(e)
Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to
any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by all parties hereto.
(f)
Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to
affect the meaning or interpretation of, this Agreement.
(g)
Severability . The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not
affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this
Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such
minor changes) as are necessary to make it valid and enforceable.
(h)
Integration . This Agreement together with the Pricing Agreement and the Pre-Underwriting Agreement constitutes the
entire agreement of the parties hereto and supersedes all prior agreements and understandings (whether written or oral) of the parties hereto
with respect to the subject matter hereof. For the purposes of this Section 20(h), the term “ Pre-Underwriting Agreement ” shall mean that
certain Agreement Regarding The Offering of Shares, dated March 27, 2014, by and between the Company and Citigroup Global Markets
Limited.
[Signature Pages to Follow]
45
If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space
provided below.
Very truly yours,
voxeljet AG
By
Name:
Title:
Ingo Ederer
Chief Executive Officer
Selling Shareholders
By
Name:
Title:
Attorney-in-Fact
Confirmed as of the date first
above mentioned, on behalf of
themselves and the other several
Underwriters named in Schedule I
hereto.
PIPER JAFFRAY & CO.
By
Name:
Title:
CITIGROUP GLOBAL MARKETS LIMITED
By
Name:
Title:
Schedule I
Underwriters
1.
Piper Jaffray & Co.
2.
Citigroup Global Markets Limited
3.
Cowen and Company, LLC
4.
Stephens Inc.
Schedule II
Selling Shareholders
1.
AleSta Beteiligungs GmbH
2.
Dr. Ingo Ederer
3.
Franz Industriebeteiligungen AG
4.
Prof. Dr. Joachim Heinzl
5.
Startkapital-Fonds Augsburg GmbH
6.
Technologie Beteiligungsfonds Bayern GmbH & Co. KG
Annex A
Chief Financial Officer’s Certificate
The undersigned, Rudolf Franz, Chief Financial Officer of voxeljet AG, a stock corporation incorporated in the Federal Republic of
Germany and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Augsburg under the number HRB
27999 (the “ Company ”), in connection with the offering of up to 5,000,000 American Depositary Shares (the “ ADSs ”) representing
one-fifth of an ordinary share of the Company, with a €1.00 nominal value per ordinary share, pursuant to Section 8(e) of that certain
Underwriting Agreement, dated as of April [  ], 2014 (the “ Underwriting Agreement ”), by and among the Company, certain Selling
Shareholders (as defined therein), and Piper Jaffray & Co. and Citigroup Global Markets Limited , as representatives of the several
underwriters named in Schedule I thereto (collectively, the “ Underwriters ”) (capitalized terms used but not otherwise defined herein shall
have the meanings given to such terms in the Underwriting Agreement), hereby certifies, on behalf of the Company, that:
(a)
I am duly elected, qualified and am acting in the capacity set forth above, am familiar with the facts certified herein and
have made any and all additional inquiries necessary in my judgment in order to make the certifications herein.
(b)
I have reviewed each of the circled items identified on the copies of the Company’s preliminary prospectus, dated April [ 
], 2014 and filed with the Securities and Exchange Commission (the “ SEC ”) on April [  ], 2014, and the Company’s final prospectus, dated
April [  ], 2014 and filed with the SEC on April [  ], 2014 (together, the “ Prospectuses ”), attached hereto as Exhibit A , regarding certain
financial and statistical information and other related matters (the “ Financial and Statistical Information ”).
(c)
After reasonable inquiry, nothing has come to my attention that causes me to believe that the Financial and Statistical
Information was not true, correct, accurate and complete in all material respects as of the date such statement was made.
(d)
The Financial and Statistical Information has been computed by the Company from its accounting records.
(e)
The Financial and Statistical Information is stated on a basis substantially consistent with that of the audited financial
statements included in the Prospectuses;
(f)
Nothing has come to my attention that causes me to believe that any modifications should be made to the Financial and
Statistical Information included in the Prospectuses.
(g)
The Underwriters, the Underwriters’ counsel and the Company’s counsel are entitled to rely on this Chief Financial
Officer’s Certificate in connection with the transactions contemplated by the Underwriting Agreement.
IN WITNESS WHEREOF , I have hereunto set my hand to this Chief Financial Officer’s Certificate as of the date first written
above.
VOXELJET AG
By:
Rudolf Franz
Chief Financial Officer
Annex B
Written Testing-the-Waters Communication
Exhibit A
FORM OF PRICING AGREEMENT
PRICING AGREEMENT dated
among
, 2014
(1)
voxeljet AG, a stock corporation incorporated in the Federal Republic of Germany and registered with the commercial register
(Handelsregister) of the Local Court (Amtsgericht) of Augsburg under the number HRB 27999 (the “ Company ”),
(2)
the Selling Shareholders named on Schedule II to the Underwriting Agreement (as defined below) (the “ Selling Shareholders
”), and
(3)
Piper Jaffray & Co. and Citigroup Global Markets Limited , as representatives of the several underwriters named on Schedule I
to the Underwriting Agreement (the “ Other Underwriters ”).
Piper Jaffray & Co. and Citigroup Global Markets Limited are collectively referred to as the “ Representatives” ; the Representatives together
with the Other Underwriters are referred to as the “ Underwriters ”.
RECITAL
Pursuant to the terms of an underwriting agreement dated
, 2014 (the “ Underwriting Agreement ”):
(I)
the Company previously issued the New Shares, and the several Underwriters, through Citigroup Global Markets
Limited, acting for the account of the several Underwriters, subscribed for and purchased the New Shares for an aggregate amount equal to the
Aggregate Issue Price;
(II)
subject to the terms and conditions set forth herein and the Underwriting Agreement, and on the basis of the
representations, warranties and agreements set forth herein and in the Underwriting Agreement, the Company agrees to issue and sell to the
several Underwriters, and each of the Underwriters, agrees to underwrite and purchase from the Company, severally and not jointly, the
respective number of New Shares set forth opposite the names of the Underwriters in Schedule I hereto under the column captioned “Number
of New Shares to be Subscribed,” subject to adjustments in accordance with Section 13 of the Underwriting Agreement, each at the Purchase
Price (as defined below) multiplied by the number of ADSs representing one Ordinary Share, less the Issue Price paid per Ordinary Share; and
(III)
subject to the terms and conditions set forth herein and the Underwriting Agreement, and on the basis of the
representations, warranties and agreements set forth herein and in the Underwriting Agreement, each of the Selling Shareholders agrees to sell
to the several Underwriters and each of the Underwriters agrees to underwrite and purchase from the Selling Shareholders, severally and not
jointly, (x) the respective number of Existing Shares set forth opposite the names of the Underwriters in
1
Schedule I hereto under the column captioned “Number of Existing Shares to be Purchased,” and (y) in the event the over-allotment option is
exercised pursuant to Section 2.5 of the Underwriting Agreement, the number of Option Shares specified in the notice from the Representatives
to the Selling Shareholders referenced in Section 2.5(a) of the Underwriting Agreement, pro rata to their shareholding in the Existing Shares,
each at the Purchase Price multiplied by the number of ADSs representing one Ordinary Share. The respective amounts of Existing Shares to
be sold by the Selling Shareholders are set forth opposite their names in Schedule II hereto.
DEFINITIONS AND INTERPRETATION
Each capitalized term used but not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement.
PURCHASE PRICE
The Purchase Price shall be $[•] per ADS.
APPLICABLE TIME
“ Applicable Time ” means [•] [A/P].M., New York City time, on April [•], 2014.
NUMBER OF SHARES TO BE SOLD
The aggregate number of Shares to be sold to the Underwriters is 1,000,000. The total number of New Shares and Existing Shares shall be
600,000 and 400,000, respectively. The maximum aggregate number of Option Shares shall be 150,000.
The number of New Shares and Existing Shares that each Underwriter has agreed to purchase under the terms and conditions of the
Underwriting Agreement shall be as set forth opposite the names of the Underwriters in Schedule I hereto under the columns captioned
“Number of New Shares to be Subscribed” and “Number of Existing Shares to be Purchased,” respectively
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to, and agrees with, the several Underwriters, that:
(i)
(ii)
the Registration Statement has been declared effective by the Commission; and
the Company has duly and validly taken all actions required to be taken for the due and proper authorization of the
aforementioned Purchase Price and volume and to perform its obligations hereunder.
ANNEXES
Annex A hereto sets forth each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) prepared by the Company
at or prior to the Applicable Time.
2
Annex B hereto sets forth a form of term sheet that the Underwriters may use without the consent of the Company pursuant to Section 7(b) of
the Underwriting Agreement.
MISCELLANEOUS
Schedules and Annexes . Schedules I and II and Annexes A and B hereto form an integral part of this Pricing Agreement.
Amendments or Waivers . No amendment or waiver of any provision of this Pricing Agreement, nor any consent or approval to any departure
therefrom, shall in any event be effective unless the same shall be in writing and signed by all parties hereto.
Counterparts . This Pricing Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of
telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
[Signature Pages to Follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Pricing Agreement to be duly executed and delivered on the date first
written above.
voxeljet AG
By
Name:
Title:
Ingo Ederer
Chief Executive Officer
Selling Shareholders
By
Name:
Title:
Attorney-in-Fact
Confirmed as of the date first
above mentioned, on behalf of
themselves and the other several
Underwriters named in Schedule I
hereto.
PIPER JAFFRAY & CO.
By
Name:
Title:
CITIGROUP GLOBAL MARKETS LIMITED
By
Name:
Title:
SCHEDULE I
Underwriter
Piper Jaffray & Co
Citigroup Global Markets Limited
Cowen and Company, LLC
Stephens Inc.
Total
(1)
Number of New
Shares to be
Subscribed (1)
600,000
Number of Existing
Shares to be
Purchased
400,000
The Underwriters may purchase up to an additional 150,000 Option Shares, to the extent the option described in Section 2 of
the Underwriting Agreement is exercised, in the proportions and in the manner described in the Agreement.
SCHEDULE II
Selling Shareholders
Name
Number of
Existing Shares
to be Sold
Maximum Number of
Option Shares
Subject to Option
AleSta Beteiligungs GmbH
Dr. Ingo Ederer
Franz Industriebeteiligungen AG
Prof. Dr. Joachim Heinzl
Startkapital-Fonds Augsburg GmbH
Technologie Betiligungsfonds Bayern GmbH & Co. KG
Total
400,000
150,000
Annex A
Issuer Free Writing Prospectuses
[•]
Annex B
Pricing Term Sheet
Exhibit B
FORM OF SUBSCRIPTION CERTIFICATE
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
London E14 5LB
Vereinigtes Königreich
1./2. Ausfertigung
Zeichnungsschein
Mit Beschluss vom 11. Oktober 2013 hat die Hauptversammlung der voxeljet AG, Augsburg, eingetragen im Handelsregister des Amtsgerichts
Augsburg unter HRB 27999 (die “ Gesellschaft ”), den Vorstand ermächtigt, mit Zustimmung des Aufsichtsrats das Grundkapital der
Gesellschaft in der Zeit bis zum 10. Oktober 2018 einmalig oder mehrmals um insgesamt bis zu EUR 1.560.000 (in Worten: eine Million
fünfhundertsechzigtausend Euro) durch Ausgabe von bis zu 1.560.000 (in Worten: eine Million fünfhundertsechzigtausend) neuen auf den
Namen lautenden Stammaktien gegen Bareinlagen oder Sacheinlagen zu erhöhen (“ Genehmigtes Kapital ”).
Den Aktionären ist grundsätzlich ein Bezugsrecht einzuräumen (§ 5 Absatz 2 der Satzung). Das gesetzliche Bezugsrecht kann auch in der
Weise gewährt werden, indem die neuen Aktien von einem Kreditinstitut oder einem nach § 53 Abs. 1 Satz 1 oder nach § 53b Abs. 1 Satz 1
oder Abs. 7 des Gesetzes über das Kreditwesen tätigen Unternehmen mit der Verpflichtung übernommen werden, sie den Aktionären mittelbar
im Sinne von § 186 Abs. 5 AktG zum Bezug anzubieten. Der Vorstand entscheidet mit Zustimmung des Aufsichtsrats über den weiteren Inhalt
der Aktienrechte und die Bedingungen der Aktienausgabe (§ 5 Absatz 3 der Satzung).
Das Genehmigte Kapital wurde in § 5 der Satzung der Gesellschaft aufgenommen. Die Satzungsänderung wurde am 17. Oktober 2013 in das
Handelsregister der Gesellschaft eingetragen.
Der Vorstand hat am 28. März 2014 mit Zustimmung des Aufsichtsrats vom 28. März 2014 beschlossen, das Grundkapital der Gesellschaft von
EUR 3.120.000,00 gegen Bareinlagen um bis zu EUR 1.560.000,00 (in Worten: eine Million fünfhundertsechzigtausend Euro) auf bis zu EUR
4.680.000,00 (in Worten: vier Millionen sechshundertachzigtausend Euro) durch Ausgabe von bis zu 1.560.000 (in Worten: eine Million
fünfhundertsechzigtausend) neuen, auf den Namen lautenden
Stammaktien ohne Nennbetrag mit Gewinnanteilberechtigung ab dem Beginn des laufenden Geschäftsjahres zum Ausgabebetrag von EUR
1,00 je auszugebender Stammaktie zu erhöhen.
Zur Zeichnung von bis zu 1.560.000 (in Worten: eine Million fünfhundertsechzigtausend) neuen, auf den Namen lautenden Stammaktien zum
Ausgabebetrag von EUR 1,00 je Stammaktie wurde die Citigroup Global Markets Limited, eingetragen im Unternehmensregister des
Companies House of England and Wales unter Company Number 01763297, mit der Maßgabe zugelassen, dass diese (i) den Aktionären
Aktien im Verhältnis ihrer Anteile an dem bisherigen Grundkapital zum Bezug anbietet (mittelbares Bezugsrecht), d.h. im Verhältnis [  ] : [ 
], sowie dass (ii) diese und das Bankenkonsortium die neuen Aktien, für die kein Bezugsrecht ausgeübt wird, am U.S.-Kapitalmarkt mittels
American Depositary Shares (“ ADSs ”) platziert und sichergestellt ist, dass die Citigroup Global Markets Limited den Unterschiedsbetrag
zwischen dem Gesamtausgabebetrag für die neuen Stammaktien und dem Platzierungserlös für die sie repräsentierenden ADSs nach Maßgabe
eines Wertpapierübernahmevertrags unter Abzug einer in diesem Wertpapierübernahmevertrag näher festzulegenden Provision sowie der
Kosten und Auslagen an die Gesellschaft abführt.
Wir zeichnen und übernehmen hiermit
Stück [  ]
neue, auf den Namen lautende Stammaktien ohne Nennbetrag mit Gewinnanteilberechtigung ab dem laufenden Geschäftsjahr zum geringsten
Ausgabebetrag von EUR 1,00 je Stammaktie nach der Maßgabe des Beschlusses des Vorstands vom 28. März 2014 mit Zustimmung des
Aufsichtsrats vom 28. März 2014 und zahlen auf diese Stammaktien den gesamten Ausgabebetrag von EUR 1,00 je Aktie, das sind insgesamt
EUR [  ]
(in Worten: [  ] Euro),
durch Gutschrift auf das bei der HypoVereinsbank, Augsburg, zins- und provisionsfrei geführte “Sonderkonto Kapitalerhöhung 2014” (IBAN
DE08720200700021795194, BIC HYVEDEMM408) der Gesellschaft ein. Darüber hinaus gehende Nebenverpflichtungen im Sinne des § 185
Abs. 1 Satz 3 Nr. 2 AktG sind nicht festgesetzt und werden von uns nicht übernommen.
Die Zeichnung wird unverbindlich, wenn die Durchführung der Kapitalerhöhung nicht bis zum 30. April 2014, 24:00 Uhr (MESZ), in das
Handelsregister des Amtsgerichts Augsburg eingetragen ist.
Frankfurt am Main, den 4. April 2014
Citigroup Global Markets Limited
[]
als mit Vollmacht vom 26. März 2014 bevollmächtigte Vertreter(in)
der Citigroup Global Markets Limited
Exhibit C
FORM OF BANK CERTIFICATE
[ Briefkopf der HypoVereinsbank ]
voxeljet AG
Vorstand
Paul-Lenz-Straße 1b
86316 Friedberg
Einzahlungsbestätigung
(gemäß §§ 203 Abs. 1 S. 1, 188 Abs. 2 i.V. mit §§ 36 Abs. 2, 36a Abs. 1, 37 Abs. 1 AktG)
voxeljet AG, AG Augsburg, HRB 27999
Kapitalerhöhung 2014
Zur Vorlage beim Amtsgericht Augsburg — Handelsregister — bestätigen wir hiermit hinsichtlich der vom Vorstand am 28. März 2014 mit
Zustimmung des Aufsichtsrats der voxeljet AG am 28. März 2014 beschlossenen Kapitalerhöhung um bis zu EUR 1.560.000,00 (in Worten:
eine Million fünfhundertsechzigtausend Euro), auf Grund derer insgesamt [  ] neue, auf den Namen lautende Stammaktien ohne Nennbetrag
gezeichnet wurden, dass wir heute der
voxeljet AG
Augsburg
auf einem bei uns geführten zins- und provisionsfreien ,,Sonderkonto Kapitalerhöhung 2014” (Kontonummer 21795194, IBAN
DE08720200700021795194, BIC HYVEDEMM408) der voxeljet AG 100% des dafür festgesetzten Ausgabebetrages von EUR 1,00 je neuer,
auf den Namen lautender Stammaktie, also insgesamt
[EUR  ]
[(in Worten: Euro [  ])],
gutgeschrieben haben. Dieser Betrag steht endgültig zur freien Verfügung des Vorstands der voxeljet AG.
Augsburg, den [ 7. ] April 2014
Exhibit D
FORM OF GLOBAL CERTIFICATE
WKN: A1X 3WJ
voxeljet AG
ISIN: DE000A1X3WJ5
mit Sitz in Augsburg
Ordnungs-Nr. 002
Globalurkunde
über bis zu [  ] auf den Namen der Citigroup Global Markets Deutschland AG, Frankfurt am Main,
lautende Stammaktien in Form von Stückaktien
Aktiennummern 3.120.001 bis [  ]
Die Anzahl der in dieser Globalurkunde verbrieften und begebenen Aktien ergibt sich aus der aktuellen virtuellen Depotdokumentation der
Clearstream Banking AG.
Diese Globalurkunde ist ausschließlich zur Verwahrung bei der Clearstream Banking AG, Frankfurt am Main, bestimmt.
Zu dieser Globalurkunde wurde kein Globalgewinnanteilsschein ausgefertigt.
Die in dieser Globalurkunde verbrieften Aktien sind ab dem 01. Januar 2014 gewinnberechtigt.
Augsburg, im April 2014
voxeljet AG
Dr. Ingo Ederer
Vorstand
Peter Nietzer
Vorsitzender des Aufsichtsrats
Exhibit E
FORM OF LOCK-UP LETTER
[  ], 2014
PIPER JAFFRAY & CO.
CITIGROUP GLOBAL MARKETS LIMITED
As Representatives of
the several Underwriters listed in
Schedule I to the Underwriting
Agreement referred to below
c/o Piper Jaffray & Co.
800 Nicollet Mall
Minneapolis, Minnesota 55402
Re: voxeljet AG — Follow-On Offering
Ladies and Gentlemen:
The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting
Agreement (the “ Underwriting Agreement ”) with voxeljet AG, a stock corporation incorporated in the Federal Republic of Germany (the “
Company ”), and the Selling Shareholders listed on Schedule II to the Underwriting Agreement, providing for the public offering (the “
Offering ”) by the several Underwriters named in Schedule I to the Underwriting Agreement (the “ Underwriters ”) of American Depositary
Shares (“ ADSs ”) representing registered ordinary shares of the Company, €1.00 nominal value per ordinary share (the “ Registered Shares
”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
In consideration of the Underwriters’ agreement to purchase and make the Offering of the ADSs, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the
Representatives on behalf of the Underwriters, the undersigned will not, during the period commencing on the date hereof and ending 90 days
after the public offering date set forth on the Statutory Prospectus (the “ Lock-Up Period ”), (1) offer, pledge, announce the intention to sell,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to
purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Registered Shares or ADSs or any securities
convertible into, exercisable or exchangeable for or that represent the right to receive Registered Shares or ADSs (including without limitation,
Registered Shares or ADSs which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of
the United States Securities and Exchange Commission and Registered Shares or ADSs which may be issued upon exercise of a stock option or
warrant), whether now owned or hereafter acquired (the “ Lock-Up Securities ”) ; (2) enter into any swap or other agreement that transfers, in
whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Registered Shares
or ADSs or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any
Registered Shares or ADSs or any security convertible into or exercisable or exchangeable for Registered Shares or ADSs ; or (4) publicly
disclose the intention to do any of the foregoing.
Notwithstanding the foregoing, the undersigned may transfer the Lock-Up Securities (i) as a bona fide gift or gifts, (ii) to an
immediate family member or any trust for the direct or indirect benefit of the undersigned or one or more members of the immediate family of
the undersigned, (iii) to any corporation, partnership or limited liability company, all of the shareholders, partners or members of which consist
of the undersigned and/or one or more members of such undersigned’s immediate family, (iv) if the undersigned is a corporation, partnership,
limited liability company, trust or other business entity (A) to another corporation, partnership, limited liability company, trust or other
business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (B)
to limited partners, limited liability company members or stockholders of the undersigned as distributions of Registered Shares or ADSs or any
security convertible into or exercisable for Registered Shares or ADSs, (v) if the undersigned is a trust, to the beneficiary of such trust, (vi) by
testate succession or intestate succession, (vii) in transactions relating to Registered Shares or ADSs or any security convertible into or
exercisable for Registered Shares or ADSs acquired in open market transactions after the completion of the Offering or (viii) pursuant to the
Underwriting Agreement ; provided , the exceptions provided in clauses (ii) through (vi) shall apply only if such transfer shall not involve a
disposition for value ; and provided, further , the exceptions provided in clauses (i) through (vii) shall apply only if (y) the transferee has agreed
in writing to be bound by the same terms described in this Lock-Up Letter that are applicable to the transferor, to the extent and for the duration
that such terms remain in effect at the time of the transfer and (z) no filing by any party under Section 16(a) of the Securities Exchange Act of
1934, as amended (the “ Exchange Act ”), shall be required or shall be made voluntarily in connection with such transfer. For purposes of this
Lock-Up Letter, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.
In addition, the foregoing restrictions shall not apply to (i) the establishment of any contract, instruction or plan (a “ Plan ”) that
satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that no sales of the Lock-Up Securities shall be
made pursuant to such a Plan prior to the expiration of the Lock-Up Period, and such a Plan may only be established if no public announcement
of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect
thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company or any other person, shall be required, and no
such announcement or filing is made voluntarily, by the undersigned, the Company or any other person, prior to the expiration of the Lock-Up
Period.
The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction
which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Lock-Up Securities even if such
Lock-Up Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would
include, without limitation, any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with
respect to any of the Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from
such Lock-Up Securities.
If the undersigned is a supervisory or management board member of the Company, (i) each of the Representatives agrees that, at least
three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Registered
Shares or ADSs, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the
Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service at least two
business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such
supervisory or management board member shall only be effective two business days after the publication date of such press release. The
provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, and (b)
the transferee has agreed in writing to be bound by the same terms described in this Lock-Up Letter that are applicable to the transferor, to the
extent and for the duration that such terms remain in effect at the time of the transfer.
In furtherance of the foregoing, the Company, the Depositary and any duly appointed transfer agent for the registration or transfer of
the securities described herein are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or
breach of this Lock-Up Letter.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter.
All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns,
heirs or personal representatives of the undersigned.
The undersigned understands that the undersigned shall be released from all obligations under this Lock-Up Letter if (i) either the
Company or the Underwriters notifies the other party in writing that they do not intend to proceed with the Offering, (ii) the Underwriting
Agreement does not become effective by July 31, 2014, or if the Underwriting Agreement (other than the provisions thereof which survive
termination) shall terminate or be terminated prior to payment for and delivery of the ADSs to be sold thereunder. The undersigned understands
that the Underwriters are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Lock-Up
Letter. Notwithstanding the foregoing, this Lock-Up Letter cannot be terminated without the written consent of the Representatives prior to
April 16, 2014.
The Underwriters hereby agree and confirm that this Agreement supersedes the lock-up agreement executed by the undersigned in
connection with the initial public offering of the Company (the “ Earlier Lock-Up Agreement ”) and hereby terminates the Earlier Lock-Up
Agreement.
This Lock-Up Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the
conflict of laws principles thereof.
This Lock-Up Letter shall not be effective until the date first set forth above.
(Signature Page Follows)
Very truly yours,
[NAME OF LOCK-UP PARTY]
By:
Name:
Title:
Exhibit F
FORM OF PRESS RELEASE
voxeljet AG
[Date]
voxeljet AG (the “Company”) announced today that Piper Jaffray & Co. and Citigroup Global Markets Limited, the joint book-running
managers in the Company’s recent public offering, are [waiving] [releasing] a lock-up restriction with respect to [  ] [ADSs][Company’s
registered shares] held by [certain management board members or supervisory board members] [a management board member or supervisory
board member] of the Company. The [waiver] [release] will take effect on [ insert date ], and the [ADSs][registered shares] may be sold or
otherwise disposed of on or after such date.
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is
prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration
under the United States Securities Act of 1933, as amended.
Exhibit 5.1
Skygarden
Erika-Mann-Straße 5
80636 München
Deutschland
+49 (0) 89 21 21 63 0 Main
+49 (0) 89 21 21 63 73 Fax
www.dechert.com
voxeljet AG
Vorstand
Paul-Lenz-Strasse 1b
86316 Friedberg
BERTHOLD A. HUMMEL
Sekretariat: Marcella Huber
[email protected]
+49 (0) 89 21 21 63 67 Direct
April 7, 2014
Re: voxeljet AG
Ladies and Gentleman,
1.
We are acting as special German counsel to voxeljet AG (the “ Company ”), a German stock corporation ( Aktiengesellschaft )
organized under the laws of Germany, in connection with the proposed offer, issuance and sale of up to 5,750,000 American
Depositary Shares evidenced by American Depositary Receipts (the “ ADSs ”), each representing an ownership interest of one-fifth of
an ordinary registered share of the Company with a nominal value of € 1.00 per share, the underlying shares consisting of
(i) 600,000 ordinary shares to be issued by the Company from a capital increase using the Company’s authorized capital (
Genehmigtes Kapital ) in accordance with Section 5 of the Company’s articles of association resolved by the management board of the
Company with the approval of the supervisory board on March 28, 2014, whereby the share capital of the Company was increased
from € 3,120,000 by € 600,000 to € 3,720,000 through the issuance of 600,000 registered, no par value new shares in the Company
each with a
A list of partners is available for inspection at the above address
Almaty  Austin  Beijing  Boston  Brussels  Charlotte  Chicago  Dubai  Dublin  Frankfurt  Hartford
Hong Kong  London  Los Angeles  Luxembourg  Moscow  Munich  New York  Orange County  Paris Philadelphia  Princeton 
San Francisco  Silicon Valley  Tbilisi  Washington, D.C.
nominal value of € 1.00 per share as to be registered with the commercial register of the local court ( Amtsgericht ) of Augsburg on or
around April 10, 2014 (the “ New Shares ”),
(ii) 400,000 existing ordinary shares from the holdings of the following shareholders of the Company, AleSta Beteiligungs GmbH,
Dr. Ingo Ederer, Franz Industriebeteiligungen AG, Prof. Dr. Joachim Heinzl, Startkapital-Fonds Augsburg GmbH and Technologie
Beteiligungsfonds Bayern GmbH & Co. KG on a pro rata basis of their shareholdings in the Company (the “ Old Shares ”), and
(iii) 150,000 existing ordinary shares from the holdings of AleSta Beteiligungs GmbH, Dr. Ingo Ederer, Franz Industriebeteiligungen
AG, Prof. Dr. Joachim Heinzl, Startkapital-Fonds Augsburg GmbH and Technologie Beteiligungsfonds Bayern GmbH & Co. KG on a
pro rata basis of their shareholdings in the Company to cover over-allotments, if any (the “ Option Shares ”).
In our capacity as such counsel, we are familiar with (i) the proceedings relating to the creation of the Company as a German stock
corporation organized under the laws of Germany, and (ii) the proceedings taken and proposed to be taken by the Company in
connection with the issuance of the New Shares.
2.
This opinion is being furnished in connection with the registration statement (as amended through the date hereof, the “
Registration Statement ”) on Form F-1 filed by the Company with the Securities and Exchange Commission on March 27, 2014
pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), and the rules and regulations promulgated thereunder (the
“ Rules ”).
3.
In arriving at the opinions expressed below, we have examined originals or copies, certified or otherwise identified to our
satisfaction, of:
(a)
the Registration Statement;
2
(b)
the articles of association ( Satzung ) of the Company as in effect on the date hereof;
(c)
an excerpt from the commercial register ( Handelsregister ) in Augsburg, Germany, with respect to the Company;
(d)
executed copies of the resolutions adopted by the Company’s management board on March 28, 2014 and of the Company’s
supervisory board on March 28, 2014 and on April 4, 2014, resolving on the capital increase and its execution and thereby
issuing the New Shares (the “ New Shares Resolutions ”);
(e)
the draft, in substantially final form, of the application (the “ Application ”) for the registration of the New Shares with the
commercial register in Augsburg, to be executed by the Company and by the chairman of the supervisory board (
Aufsichtsratsvorsitzender ) on April 4, 2014; and
(f)
such other documents and corporate records of the Company and such other instruments and certificates of officers and
representatives of the Company and such other persons as we deemed appropriate as a basis for the opinions expressed below.
4.
In rendering the opinions expressed below, we have relied, without independent verification, upon the following assumptions:
(i)
The authenticity of all documents submitted to us as originals;
(ii)
The New Shares Resolutions have been duly registered with the commercial register of the local court ( Amtsgericht ) of
Augsburg;
(iii)
The conformity with their respective original documents of all documents submitted to us as copies, and the authenticity of
the originals of such copied documents;
3
(iv)
(v)
(vi)
5.
The genuineness of all signatures (other than on behalf of the Company) on all documents submitted to us;
That any natural person signing any agreement, instrument or other document was legally competent at the time of execution;
and
The accuracy as to factual matters of each document we have reviewed.
On the basis of and in reliance upon the foregoing, and subject to the further assumptions and qualifications set forth below, it is
our opinion that:
The Company is a German stock corporation ( Aktiengesellschaft ) duly registered with the commercial register ( Handelsregister ) of
the local court ( Amtsgericht ) of Augsburg, Federal Republic of Germany, and validly existing under the laws of the Federal Republic
of Germany.
The Old Shares, the New Shares and the Option Shares are duly authorized and will, when sold as contemplated by the Registration
Statement, be validly issued, fully paid and non-assessable.
6.
This opinion is subject to the following:
The foregoing opinion is limited to the laws of Germany and we express no opinion as to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to our office under the
caption “ Legal Matters ” in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the Rules.
4
Best regards,
Dechert LLP
/s/ Berthold Hummel
Berthold Hummel
Rechtsanwalt
Partner
5
EXHIBIT 8.1
1095 Avenue of the Americas
New York, NY 10036-6797
+1 212 698 3500 Main
+1 212 698 3599 Fax
www.dechert.com
April 7, 2014
voxeljet AG
Paul-Lenz Straße 1b
86316 Friedberg, Germany
Re: voxeljet AG Registration Statement on Form F-1
Ladies and Gentlemen:
We have acted as counsel for voxeljet AG, a corporation registered with the commercial register of the local court ( Amtsgericht ) of
Augsburg under the number HRB 27999 (the “ Company ”), with respect to certain legal matters in connection with the registration statement
on Form F-1 (Registration No. 333-194843) (as filed and amended, the “ Registration Statement ”) filed by the Company on March 27, 2014
with the Securities and Exchange Commission (the “ Commission ”) registering ordinary shares of the Company, €1.00 nominal value per
share, under the Securities Act of 1933, as amended (the “ Act ”). You have requested our opinion concerning the statements in the
Registration Statement under the captions “United States Taxation of ADSs and Ordinary Shares” and “Additional United States Federal
Income Tax Consequences.”
This opinion is based on various facts and assumptions, and is conditioned upon certain representations made by the Company as to
factual matters. In addition, this opinion is based upon the factual representations of the Company concerning its business, properties and
governing documents as set forth in the Registration Statement.
In providing this opinion, we have made such legal and factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed
necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to
authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent
investigation or audit of the facts set forth in the above-referenced documents. In addition, in rendering this opinion we have assumed the truth
and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such
qualification.
We are opining herein as to the effect on the subject transaction only of the federal income tax laws of the United States and we
express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, the laws of any state or any other
jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state.
Based on such facts, assumptions and representations and subject to the limitations set forth herein and in the Registration Statement,
we hereby confirm that all statements of legal conclusions set forth under the captions “United States Taxation of ADSs and Ordinary Shares”
and “Additional United States Federal Income Tax Consequences” in the Registration Statement constitute the opinion of Dechert LLP with
respect to the matters contained therein as of the effective date of the Registration Statement, and are conditioned upon the assumptions,
qualifications and limitations set forth therein. No opinion is expressed as to any matter not discussed herein.
This opinion is rendered to you as of the effective date of the Registration Statement, and we undertake no obligation to update this
opinion subsequent to the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder and
interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change
either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above,
including in the Registration Statement, may affect the conclusions stated herein.
This opinion is furnished to you, and is for your use in connection with the transactions set forth in the Registration Statement. This
opinion may not be relied upon by you for any other purpose, or furnished to, assigned to, quoted to or relied upon by any other person, firm or
other entity, for any purpose, without our prior written consent, except that this opinion may be relied upon by persons entitled to rely on it
pursuant to applicable provisions of federal securities law.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption
“Legal Matters” in the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Act, or the rules or regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Dechert LLP
2
Exhibit 8.2
Skygarden
Erika-Mann-Straße 5
80636 München
Deutschland
+49 (0) 89 21 21 63 0
+49 (0) 89 21 21 63 73
www.dechert.com
Confidential
voxeljet AG
Vorstand
Paul-Lenz-Strasse 1b
86316 Friedberg
HANS STAMM
Sekretariat: Anna-Lisa Pinto
[email protected]
+49 (0) 89 21 21 63 22
Main
Fax
Direct
April 7, 2014
Re: voxeljet AG
Ladies and Gentleman,
1.
We have acted as special German tax counsel to voxeljet AG, a German stock corporation organized under the laws of the
Federal Republic of Germany (the “ Company ”) in connection with the registration statement on Form F-1, including the prospectus contained
therein (together, the “ Registration Statement ”), filed by the Company with the U.S. Securities and Exchange Commission (the “ Commission
”) under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”) and the rules and regulations promulgated thereunder (the “ Rules
”) on March 27 2014, in connection with the issuance and sale by the Company of American Depositary Shares evidenced by American
depositary receipts (the “ ADSs ”), which represent ordinary shares of the Company with a nominal value of €1.00 per Ordinary Share (the “
Ordinary Shares ” and together with the ADSs, the “ Offered Securities ”).
2.
In arriving at the opinion expressed below, we have examined and relied upon the following documents:
(a)
(b)
the Registration Statement;
the form of underwriting agreement to be entered into in connection with the issuance and sale by the Company of the
Offered Securities to the several underwriters (the “ Underwriters ”) by and among the Company, the selling shareholders
party thereto and Piper Jaffray & Co. and Citigroup Global Markets Limited, London, UK, for
A list of partners is available for inspection at the above address
Almaty  Austin  Beijing  Boston  Brussels  Charlotte  Chicago  Dubai  Dublin  Frankfurt  Hartford
Hong Kong  London  Los Angeles  Luxembourg  Moscow  Munich  New York  Orange County  Paris Philadelphia 
Princeton  San Francisco  Silicon Valley  Tbilisi  Washington, D.C.
themselves and as representatives of other Underwriters (the “ Underwriting Agreement ”), filed as Exhibit 1.1 to the
Registration Statement;
(c)
the deposit agreement (the “ Deposit Agreement ”), dated as of October 23, 2013, by and among the Company,
Citibank, N.A., as Depositary, and all holders and beneficial owners of American Depositary Shares issued thereunder (the
Underwriting Agreement and the Deposit Agreement, collectively, the “ Documents ”); and
(d)
any other documents referred to in the Registration Statement that in our judgment are necessary or appropriate to
enable us to render the opinion expressed below.
We have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below.
3.
In rendering the opinion set forth below, we have, without independent investigation, assumed the following:
(i)
that the respective parties to all Documents and all persons having obligations there under will act in all respects at all
relevant times in conformity with the requirements and provisions of the Documents; and
(ii)
no person will conduct any activities on behalf of the Company other than as contemplated by the Documents.
4.
(a)
The opinion is based on German tax law (including generally published (i) decisions by German tax courts and
(ii) interpretation circulars issued by German tax authorities as in effect on the date hereof).
(b)
The opinion may be affected by amendments to the tax law or to the regulations thereunder or by subsequent judicial or
administrative interpretations thereof, which might be enacted or applied with retroactive effect for the current tax assessment
period. We express
2
no opinion herein other than as to the tax law of the Federal Republic of Germany as in effect on the date hereof.
5.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein and in the Registration
Statement, the legal statements set forth under the heading “Taxation” in the sub sections “German Taxation”, “German Taxation of
ADSs”, “Withholding Tax Refund for U.S. Treaty Beneficiaries” and “German Inheritance and Gift Tax”, insofar as such statements
discuss the material German tax consequences for a U.S. holder of acquiring, owning and disposing of the ADSs, represent our
opinion with respect to and limited to the matters referred to therein.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and further consent to
the use of our opinion under the heading “Taxation” in the Registration Statement. We also consent to the references to our firm under
the headings “Taxation” and “Legal Matters” in the Registration Statement.
In giving these consents, we do not admit that we are in the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules.
6.
This opinion is addressed to and solely for the benefit of the Company and is not intended to create third party rights pursuant to
Section 328 of the German Civil Code ( Bürgerliches Gesetzbuch ) ( Vertrag zu Gunsten Dritter or Vertrag mit Schutzwirkung zu
Gunsten Dritter ) and, except with our prior written consent, is not to be transmitted or disclosed to or used or relied upon by any other
person, provided, however, that it may be relied upon by persons entitled to rely on it pursuant to applicable provisions of U.S. federal
securities law.
7.
This opinion is to be governed by and construed in accordance with German law as of the date hereof and the competent courts
of Frankfurt am Main, Germany, shall have exclusive jurisdiction in connection with any disputes arising hereunder or in relation
hereto.
3
Best regards,
Dechert LLP
/s/ Hans Stamm
Hans Stamm
Partner
4
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Supervisory Board
voxeljet AG:
We consent to the use of our report dated March 27, 2014 with respect to the statements of financial position of voxeljet AG as of
December 31, 2013 and 2012, and the related statements of comprehensive income (loss), changes in equity, and cash flows for each of the
years in the three-year period ended December 31, 2013 included herein and to the reference to our firm under the heading “Experts” in the
prospectus.
[s] KPMG AG Wirtschaftsprüfungsgesellschaft
Munich, Germany
April 7, 2014