SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
For
the month of: December 2023
Commission
file number: 001-37600
NANO
DIMENSION LTD.
(Translation
of registrant’s name into English)
2
Ilan Ramon
Ness
Ziona 7403635 Israel
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
CONTENTS
On
December 23, 2023, Nano Dimension Ltd. (the “Registrant”) issued a press release titled “Nano Dimension Announces Preliminary
All Cash Proposal to Acquire Stratasys for $16.50 per share”, a copy of which is furnished herewith as Exhibit 99.1 and incorporated
by reference herein.
The
first five paragraphs and section titled “Forward Looking Statements” in the press release attached hereto as Exhibit
99.1 are incorporated by reference into the Registrant’s registration statements on Form F-3 (File No. 333-255960, 333-233905, 333-251155, 333-252848, 333-251004
and 333-249184) and
Form S-8 (File No. 333-214520, 333-248419 and 333-269436),
filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the
extent not superseded by documents or reports subsequently filed or furnished.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
Nano
Dimension Ltd. |
|
(Registrant) |
|
|
|
Date:
December 26, 2023 |
By: |
/s/
Tomer Pinchas |
|
Name: |
Tomer
Pinchas |
|
Title: |
Chief
Operating Officer |
2
Exhibit
99.1
![](https://www.sec.gov/Archives/edgar/data/1643303/000121390023098348/ex99-1_001.jpg)
Nano
Dimension Announces Preliminary All Cash Proposal to Acquire Stratasys for $16.50 per share
Waltham,
Mass., Dec. 23, 2023 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension”, or “Nano” or the
“Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer,
metal & ceramic Additive Manufacturing (“AM”) 3D printers, today announced that it has submitted a preliminary all cash
proposal to the Board of Directors of Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) to purchase all the outstanding shares
of Stratasys that it does not currently own for $16.50 per share in cash, with an ability to increase its price subject to due diligence.
This proposal represents a 40% premium from the volume-weighted average Stratasys share price since September 28, 2023, the day that
Stratasys announced that its Board of Directors initiated a process to explore strategic alternatives for the Company, including a potential
sale.1
Notwithstanding
the public announcement from Stratasys that it intended to launch a comprehensive strategic review, Nano Dimension’s standing as
the largest single shareholder of Stratasys, Nano Dimension’s current liquidity profile including over $800 million of net cash,
and Nano Dimension’s publicly announced prior attempts to acquire Stratasys, Nano Dimension has not been approached by Stratasys
or its representatives during Stratasys’ strategic alternatives assessment. To this end, a public press release announcing Nano
Dimension’s intent is believed to be required.
Following
the proactive submission of its proposal to acquire Stratasys, Nano Dimension is willing to immediately enter customary transaction-related
documentation required to complete confirmatory due diligence and seeks to do so in the immediate future. Given Nano Dimension’s
deep understanding of Stratasys and the AM industry, only a short due diligence period is expected to be required by the Board of Nano
Dimension.
In
addition to financing the proposal with available cash on hand, Nano Dimension has entered discussions with financing sources to support
any transaction, should such support be needed, and there is no financing contingency to the proposal. The proposal is subject to the
completion of a satisfactory confirmatory due diligence process and the negotiation and execution of a mutually satisfactory definitive
acquisition agreement. There is no guarantee that an acquisition will be completed.
Since
the Israel-Hamas war began on October 7th, senior leadership at Nano Dimension have been consumed with ensuring that its business
and its employees are safe, protected, and supported. Conscious that Stratasys itself also has a significant presence in Israel, Nano
Dimension has sought to minimize unnecessary disruption. As time has passed and with the foundation of many Israel-based companies firmly
stabilized, Nano Dimension can now continue with its publicly stated strategy of acquiring leading AM companies to create the best-in-class
market leader for the next generation of development.
About
Nano Dimension
Nano
Dimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentally
friendly & economically efficient precision additive electronics and manufacturing – by delivering solutions that convert digital
designs to electronic or mechanical devices - on demand, anytime, anywhere.
Nano
Dimension’s strategy is driven by the application of deep learning based AI to drive improvements in manufacturing capabilities
by using self-learning & self-improving systems, along with the management of a distributed manufacturing network via the cloud.
| 1 | Since
the September 28, 2023, announcement date by the Stratasys Board of Directors to pursue strategic alternatives, SSYS share price has
had a volume-weighted average share price of $11.75. Per Bloomberg. |
Nano
Dimension serves over 2,000 customers across vertical target markets such as aerospace & defense, advanced automotive, high-tech
industrial, specialty medical technology, R&D and academia. The company designs and makes Additive Electronics and Additive
Manufacturing 3D printing machines and consumable materials. Additive Electronics are manufacturing machines that enable the design and
development of High-Performance-Electronic-Devices (Hi-PED®s). Additive Manufacturing includes manufacturing solutions for production
of metal, ceramic, and specialty polymers-based applications - from millimeters to several centimeters in size with micron precision.
Through
the integration of its portfolio of products, Nano Dimension is offering the advantages of rapid prototyping, high-mix-low-volume production,
IP security, minimal environmental footprint, and design-for-manufacturing capabilities, which is all unleashed with the limitless possibilities
of additive manufacturing.
For
more information, please visit www.nano-di.com.
Forward
Looking Statements
This
press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” and similar expressions or variations of such
words are intended to identify forward-looking statements. For example, Nano Dimension is using forward-looking statements in this press
release when it discusses the acquisition proposal and consideration and other terms and financing of such proposed acquisition, potential
benefits and advantages of the proposed acquisition, the negotiation of a definitive agreement and growth and value creation opportunities.
Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various
risks and uncertainties. The execution of a definitive acquisition agreement between Nano Dimension and Stratasys would be subject to
approval by each company’s Board of Directors and completion of the transaction would be subject to customary closing conditions,
including the receipt of required regulatory approvals and approval of Stratasys shareholders. Actual results, performance, or achievements
of Nano Dimension could differ materially from those described in or implied by the statements in this press release. The forward-looking
statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the
heading “Risk Factors” in Nano Dimension’s annual report on Form 20-F filed with the Securities and Exchange Commission
(“SEC”) on March 30, 2023, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano Dimension
undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience,
and the information contained on such websites is not incorporated by reference into this press release. Nano Dimension is not responsible
for the contents of third-party websites.
NANO
DIMENSION INVESTOR RELATIONS CONTACT
Investor
Relations | ir@nano-di.com
NANO
DIMENSION MEDIA CONTACTS
Kal
Goldberg / Bryan Locke / Kelsey Markovich | NanoDimension@fgsglobal.com
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