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 announced
it has submitted a revised offer to acquire Stratasys Ltd. (Nasdaq:
SSYS) (“Stratasys”) for $19.55 per share in cash ("Improved
Proposal").
Under the terms of the Improved Proposal, Nano
Dimension would acquire the remaining shares of Stratasys it does
not currently own for an aggregate of approximately $1.2 billion on
a fully diluted basis. This offer represents a premium of 37% to
the closing trading price as of March 3rd, 2023, a 40% premium to
the Company’s 30-day VWAP, 51% premium to the 60-day VWAP and a 47%
premium to the 90-day VWAP as of March 3rd, 2023. Nano Dimension
has been the largest shareholder of Stratasys since July 2022 and
currently owns approximately 14.5% of Stratasys’ outstanding shares
(13.7% on a fully diluted basis).
“Our increased, all-cash offer demonstrates our
commitment to consummating this strategic combination, which will
deliver immediate and certain value to Stratasys shareholders at a
compelling premium and enable us to create the preeminent leader in
the rapidly growing AM market,” said Yoav Stern, Nano Dimension’s
Chairman and Chief Executive Officer. “We are prepared to move
quickly to complete our due diligence and engage with Stratasys to
finalize a mutually agreeable transaction.”
Mr. Stern continued, “Nano Dimension believes in
the quality of Stratasys management and its line-leaders, and we
are therefore extending this Improved Proposal. We again invite the
Stratasys’ board of directors (“Stratasys’ Board”) to engage in an
open and constructive dialogue with us around a combination of our
businesses. We also urge the Stratasys Board to take immediate
steps to remove the company’s ‘poison pill’ and allow shareholders
to voice their opinion on the proposed transaction and we are
committed to giving Stratasys shareholders the power to decide on
the merits of our compelling offer.”
Significantly Improved Value and
Compelling Strategic Rationale
Nano Dimension’s Improved Proposal represents a
significant increase in value of $1.55 per share, or 9%, as
compared to its March 6th, 2023, proposal and offers compelling and
certain value to Stratasys shareholders at a time of ongoing market
volatility.
Among other growth and value creation
opportunities, the transaction would:
- Position the Combined Company to Realize Market
Consolidation Opportunity:
The combined company would be ideally positioned
as a consolidator in the highly fragmented market landscape of
small- and medium-sized businesses with numerous attractive
potential targets.
- Establish a Market-Leading Portfolio of Complementary
Products and Solutions Addressing a Significant Market
Opportunity:
Combination of Stratasys’ polymer-based 3D
printing systems & PolyJet AM machines and Nano Dimension’s
ceramic, and metals AM & AME capabilities provides a full suite
of products to the additive manufacturing segment that is expected
to grow from a market size of ~$16bn in 2021 to ~$105bn by
2030.
- Capitalize on Opportunity to Realize Operational and
Organizational Synergies:
The combined sales platform will accelerate
revenue growth through cross-selling Nano Dimension’s products into
Stratasys' distribution network and eliminating duplicative
corporate costs. In addition, combined R&D capabilities will
drive accelerated innovation.
- Enhance Market Penetration and New Customer
Acquisition:
Increased opportunity to deepen existing
relationships across shared customers and industries by providing
more value-added services and solutions, while also presenting new
customer acquisition opportunities with an expanded and diversified
platform.
Yoav Stern, Chairman and Chief Executive Officer
of the Company, in a face-to-face session, details an Analysis of
Stratasys Transaction, and talks directly to
- NANO’s shareholders,
- Stratasys Shareholders
- Teams/employees of NANO and Stratasys
Click here for “Stratasys Transaction
Analysis”: Yoav Stern for the face-to-face session
- https://youtu.be/axulqEVq1Ak
Q4 and FY 2022 Earnings
CallNano Dimension will release its full financial results
for the fourth quarter and full year ended December 31st, 2022,
before the Nasdaq Stock Market opens on Thursday, March 30th, 2023.
Yoav Stern, Chairman and Chief Executive Officer of the Company,
Yael Sandler, Chief Financial Officer of the Company, and Julien
Lederman, VP of Corporate Development of the Company, will host a
conference call on March 30th, 2023, at 9:00 a.m. ET, to discuss
the financial results.
Callers can pre-register for the conference call using the
following
link: https://dpregister.com/sreg/10175112/f5aecf64c0
Callers who pre-register will be given a
conference passcode and unique PIN to gain immediate access to the
call and bypass the live operator. Participants may pre-register at
any time, including up to and after the call start time.
A live, listen-only webcast of the call will be
available at the following
link:https://event.choruscall.com/mediaframe/webcast.html?webcastid=jXYiYYF0
Those without internet access or unable to pre-register may dial
in by calling: PARTICIPANT DIAL IN (TOLL FREE):
844-695-5517 PARTICIPANT INTERNATIONAL DIAL IN:
1-412-902-6751 ISRAEL TOLL FREE: 1-80-9212373
The webcast will be archived for three months on
our investor relations website
at https://investors.nano-di.com/investor-relations
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 its commitment
to consummate the strategic combination, its preparation to move
quickly to finalize a mutually agreeable transaction, and the
potential benefits and advantages of the Improved Proposal, 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 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 31, 2022, 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 CONTACTKal
Goldberg / Bryan Locke / Kelsey Markovich
| NanoDimension@fgsglobal.com
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