Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension”, “Nano” or the
“Company”), a leading supplier of Additively Manufactured
Electronics (“AME”) and multi-dimensional polymer, metal &
ceramic Additive Manufacturing (“AM”) 3D printers, today reinforced
its plan to deliver long-term value to Stratasys Ltd. (Nasdaq:
SSYS) (“Stratasys”) shareholders, which includes:
- An $18.00 per share special tender offer to provide
certain, near-term premium and all-cash value to
Stratasys shareholders.
- Nano demands that the Stratasys
Board call an Extraordinary General Meeting of
Stratasys shareholders following the completion of the
$18-per-share-special-tender for the purpose of removing
the majority of the Stratasys Board of Directors and replacing them
with highly qualified nominees proposed by Nano. Nano believes such
action is vital to prevent further value
destruction and create a path to establishing a
preeminent leader in the rapidly growing AM market
that will drive long-term value.
Nano Dimension is offering a
straightforward plan to deliver value:
- Delivers IMMEDIATE $18 cash
value to Stratasys shareholders.
- Nano leadership
will set up management to be committed, motivated and compensated
based on demonstrating efficacy in driving the performance of
Stratasys, which will become the main business asset of Nano
following the successful tender, reversing years of lagging
Stratasys growth and profits.
The immediate value of Nano’s $18 per
share all-cash tender is clear:
- Provides a premium
to all relevant Stratasys historical trading levels, including a
39% premium to the unaffected
60-day VWAP as of March 3rd, 2023.
- Provides more
certainty than the pending Desktop Metal Ltd. (NYSE: DM)
(“Desktop Metal”) merger agreement or the 3D Systems Corp. (NYSE:
DDD) (“3D Systems”) unsolicited, unclear & dubious
proposal.
- Nano has approximately $1
billion in cash and cash equivalents on hand to complete
the special tender offer, which is not subject to Nano
shareholder approval. The board of directors of
Nano has full authority to effect the tender offer as confirmed by
the Israeli courts.
Nano believes urgent change is needed.
Stratasys’ current Board of Directors is not fulfilling its
fiduciary duties and not acting in its shareholders’
interests:
- Stratasys directors refused
to negotiate with Nano, a well-funded and reputable peer that made
multiple all-cash offers at compelling premia,
disregarding Nano’s efforts to reach a mutually agreeable all-cash
acquisition of all outstanding ordinary shares of Stratasys not
currently owned by Nano. Those offers included:
- $18.00, $19.55, and $20.05 per share,
reflecting premiums of 26%, 37% and
41% to the unaffected closing stock price as of
March 3rd, 2023, submitted to Stratasys on March 22nd, 29th and
April 3rd, 2023, respectively.
- Stratasys directors
(several of which are ex-CEOs of the company) and management have a
history of empty promises to Stratasys shareholders,
including making statements every two to three years that Stratasys
will become a “billion-dollar company,” only to deliver further
cash burn and value destruction, as evidenced by the losses on the
sale of MakerBot in September 2022. MakerBot alone cost its
shareholders at least $403 million (for a startup with
approximately $15.7 million revenue in the year prior to
acquisition) and additional over $60 million in cash1 which was
spent in order to sell/spin out a failed investment. This was
originally initiated and closed by a present board member when he
was the CEO of Stratasys. This is just one of many examples of the
Stratasys Board’s history of value
destruction.
- Stratasys directors agreed
to a value-destroying transaction with Desktop Metal designed to
preserve their entrenchment. Stratasys’ agreement to merge
with a cash-burning de-SPAC in a transaction would destroy value
and be highly dilutive to Stratasys shareholders, leaving
shareholders with less than two-thirds of a company that would have
an uncertain path for long-term value creation.
- Over the last few days, Stratasys’ institutional and
other shareholders have already filed lawsuits against this
Board about their corporate governance practices in
relation to the transaction.
Stratasys needs better management, operators
and, first and foremost, Board oversight to optimize the business
and set the company on a path to realize its potential.
The time for change at Stratasys is now.
Through its SPECIAL TENDER OFFER of June 26th, 2023, and the
ultimate replacement of the Stratasys Board, Nano Dimension will
provide that change and allow Stratasys shareholders to realize the
potential of their investment.
LEARN MORE ABOUT NANO DIMENSION’S SPECIAL
TENDER OFFER AT
WWW.STRATASYSVALUENOW.COM
FOR INFORMATION ON HOW TO TENDER SHARES,
CALL GEORGESON, THE INFORMATION AGENT FOR THE SPECIAL TENDER OFFER,
TOLL-FREE AT (877) 668-1646
Important Information About the Special
Tender OfferThis press release is for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell any ordinary shares of Stratasys
or any other securities, nor is it a substitute for the tender
offer materials described herein. A tender offer statement on
Schedule TO, including an offer to purchase, a related letter of
transmittal and other tender offer documents, was filed with the
SEC by Nano Dimension on May 25, 2023, as subsequently amended.
Stratasys filed with the SEC a solicitation/recommendation
statement on Schedule 14D-9, as required by the tender offer rules,
on May 30, 2023, as subsequently amended.
INVESTORS AND SECURITY HOLDERS ARE URGED
TO CAREFULLY READ BOTH THE TENDER OFFER MATERIALS (INCLUDING THE
OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER
TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY
MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN AND
WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY
HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SECURITIES.
Investors and security holders may obtain a free
copy of the offer to purchase, the related letter of transmittal,
certain other tender offer documents and the
solicitation/recommendation Statement and other documents filed
with the SEC at the website maintained by the SEC
at www.sec.gov or by directing such requests to Georgeson
LLC, the information agent for the tender offer, named in the
tender offer statement. In addition, Stratasys files annual
reports, interim financial statements and other information, and
Nano Dimension files annual reports, interim financial statements
and other information with the SEC, which are available to the
public at the SEC’s website at www.sec.gov. Copies of the
documents filed with the SEC by Stratasys may be obtained at no
charge on the investor relations page of Stratasys’ website
at www.stratasys.com. Copies of the documents filed with the
SEC by Nano Dimension may be obtained at no charge on the investor
relations page of Nano Dimension’s website
at www.nano-di.com.
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 StatementsThis
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
benefits and advantages of the special tender offer, the expiration
time and date for the special tender offer, the Company’s intention
to request that the Stratasys Board call an Extraordinary General
Meeting of Stratasys shareholders for the purpose of replacing the
majority of the Stratasys Board of Directors and appointing
replacement directors, the potential for growth and value creation
opportunities as a result of the special tender offer and the
integration of Stratasys and the Company, and the comparative
benefits of the Company’s tender offer weighed against the
anticipated outcomes of the alternative transaction between
Stratasys and Desktop Metal and the potential alternative
transaction between Stratasys and 3D Systems, respectively. 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 completion of the special tender offer would
be subject to certain conditions as described in the tender offer
materials, including the offer to purchase, a related letter of
transmittal and other tender offer documents. 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 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
CONTACTInvestor Relations | ir@nano-di.com
NANO DIMENSION MEDIA CONTACTS Kal Goldberg /
Bryan Locke / Kelsey Markovich
| NanoDimension@fgsglobal.com
1 United States Securities and Exchange Commission, 2022, Form
20-F, pages F-31, 90
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