Nano Dimension Re-affirms They Are Voting “AGAINST” Stratasys’ Value-Destructive Merger with Desktop Metal; Part of Growing Consensus Along with Large Shareholder, Donerail, and Proxy Advisor, ISS
September 22 2023 - 9:15AM
Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” 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 re-affirms its
opposition and intends to vote
against Stratasys Ltd. (Nasdaq: SSYS)
(“Stratasys”) proposed merger with Desktop Metal
Inc. (NYSE: DM) (“Desktop Metal”)
and
urges fellow Stratasys shareholders to join
in casting votes against the transaction at the
company’s Extraordinary General Meeting of Shareholders (the
“Stratasys EGM”) to be held on September 28, 2023. Nano Dimension
is Stratasys’ largest shareholder and owns approximately 14.1% of
Stratasys’ outstanding ordinary shares. Nano Dimension’s position
has only been further supported in the last week by
comparable
positions from The Donerail Group LP (“Donerail”), one of
Stratasys’ largest shareholders, and Institutional Shareholders
Services Inc. (“ISS”), the leading proxy advisory firms with
expertise on such matters.
Yoav Stern, CEO of Nano Dimension, commented, “We are pleased to
see our messages and opposition to the Stratasys-Desktop Metal deal
are being echoed by other parties – especially a fellow large
shareholder and an independent, respected advisory firm. With the
deadline to vote quickly approaching, we re-affirm our deep
conviction that this merger would be highly dilutive and result in
significant value destruction, sacrificing profitability and
financial flexibility of Stratasys for limited upside. We intend to
vote AGAINST the proposed merger. It is important to note that
abstaining or not voting is not sufficient to express your
opposition and we urge our fellow Stratasys shareholders to join us
in voting AGAINST the transaction.”
Nano Dimension’s opposition to a merger of Stratasys with
Desktop Metal is based on the following rationale:
- Desktop Metal is a cash-burning1 former
special purpose acquisition company (SPAC) that
has underperformed and destroyed substantial shareholder
value. As of September 13, 2023, Desktop Metal has
lost over $3.9 billion of value,
representing almost 90% of its equity value, since becoming a
public company in 2020.
- The proposed Desktop Metal merger is a defensive move
by an entrenched board of directors that
would be highly dilutive to Stratasys
shareholders in the immediate term, leaving shareholders
with just 59% ownership of the combined company. Stratasys
shareholders would be giving away 41% ownership to buy a company
that is consistently losing money.
- Just weeks after rejecting Nano Dimension’s offer for
Stratasys, at over $25 per share, Stratasys plans to issue shares
at today’s value – which is less than half of the prior Nano
Dimension all cash offer which was rejected.
This directly contradicts Stratasys’ claim
that its stock is undervalued. By using its ordinary shares as
consideration, cash-generating Stratasys would be paying a
premium price to acquire underperforming Desktop
Metal, sacrificing profitability and capital preservation
for a costly addition to the top-line.
- With the proposed Desktop Metal merger, Stratasys shareholders
are promised uncertain long-term value that relies on
ambiguous theoretical synergies and the unproven Desktop
Metal growth story, which are not offset by the announced cost
synergies.
- Instead of pursuing
this expensive, highly dilutive and
speculative transaction that contemplates the issuance of
new equity at today’s low valuations, the board of directors of
Stratasys should reconsider a genuine exploration of the
numerous offers the company has received at valuations
more than double the current share price. Not
doing so demonstrates a neglect of the Stratasys board fiduciary
duty and severe governance malpractice.
Your vote is vital to preventing a value destructive merger
between Stratasys and Desktop Metal. Nano Dimension urges
shareholders to vote TODAY “AGAINST” the proposed
merger.
Votes must be received by 11:59 p.m., Eastern time, on
Wednesday, September 27, 2023. Holders of Stratasys ordinary shares
as of the close of business on August 24, 2023, are entitled to
vote at the Stratasys EGM.
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.
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 potential disadvantages and downsides
of the proposed merger with Desktop Metal. 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 merger 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, 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 CONTACT Kal Goldberg /
Bryan Locke / Kelsey Markovich
| NanoDimension@fgsglobal.com
1 2022 Desktop Metal NYSE:DM 10K – In thousands FY2022
Operating Cash Flow (181,531); FY2021 Operating Cash Flow
(155,048)
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