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 has further increased
its offer to acquire Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”)
for $20.05 per share in cash.
Under the terms of the increased proposal, Nano
Dimension would acquire the remaining shares of Stratasys it does
not currently own for an aggregate of approximately $1.22 billion
on a fully diluted basis. This offer represents a premium of 41% to
the closing trading price as of March 3rd, 2023, a 44% premium to
the Company’s 30-day VWAP, a 54% premium to the 60-day VWAP and a
51% premium to the 90-day VWAP as of March 3rd, 2023.
Revised Offer Represents Further Value
and Is the “Best and Final” Offer Made to the Stratasys Board
Before Nano Dimension Considers Other Options.
Nano Dimension’s revised offer represents
another increase in value of $2.05 per share, or approx. 11.4%, as
compared to its March 6th, 2023, proposal and $0.50, or approx. 3%,
as compared to its March 29th, 2023 proposal. The proposal, as with
the prior offers, presents a significant opportunity for Stratasys
shareholders to realize compelling and certain value.
As previously announced, the proposed
combination offers significant growth and value creation
opportunities. The letter sent to Stratasys’ Board, dated April
3rd, 2023, is included below. Should the Stratasys Board
continue to reject Nano Dimension’s attempts to engage meaningfully
around the compelling all-cash offer, Nano Dimension intends to
commence a tender offer to ensure that Stratasys shareholders have
their say on the best path forward for their investment.
“Today we present our best and final all-cash
offer to Stratasys’ Board of Directors, 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 continue to believe in
the quality of Stratasys management and we are prepared to move
quickly to complete our due diligence so we can finalize a mutually
agreeable transaction. However, in the absence of meaningful
engagement from Stratasys’ Board on this offer, we
will consider a tender offer process to allow Stratasys
shareholders to voice their opinion on the proposed
transaction.”
Nano Dimension Leveraging Strengths to
Pursue Other Opportunities Consistent with its stated
long-term strategy, and with its strong market position and robust
balance sheet, Nano Dimension remains ideally positioned to act as
a consolidator in the highly fragmented AM market landscape of
small- and medium-sized businesses.
In addition to pursuing a strategically and
financially compelling acquisition of Stratasys, Nano Dimension is
currently engaged in dialogue with two other potential AM
acquisition targets. These businesses represent attractive
inorganic synergistic growth opportunities that will help Nano
Dimension further transform the AM/AME/AE sectors into an AI-Led
Cloud Manufacturing Solution and create long-term value for all
shareholders.
Letter to Stratasys Board of
DirectorsTo: The Board of Directors of Stratasys Ltd.Attn:
Dov Ofer, Chairman
Dear Mr. Ofer,
We were disappointed to read through your press
release that you rejected our recent proposal dated March 29th,
2023, which offered a 37% premium
over your closing share price on March 3rd, 20231 and a 47% premium
over the 90-day unaffected VWAP. While it is unfortunate not to
have direct engagement from the Stratasys Board of Directors
regarding our interest in acquiring the Company, we remain
undeterred in our resolve to combine Stratasys Ltd. (“Stratasys” or
the “Company”) and Nano Dimension Ltd. (collectively with its
affiliates, “NANO”). To illustrate our conviction, we are prepared
to increase our indicative, non-binding offer (the “Indicative
Offer”) for an all-cash acquisition of the remaining shares of
Stratasys that NANO does not currently own (the “Proposed
Transaction”).
NANO seeks to acquire the remaining
approximately 85.5% of Stratasys’ outstanding ordinary shares
(86.3% on a fully diluted basis1) that NANO currently does not own.
NANO will offer all Stratasys shareholders $20.05 per
Stratasys share in cash, reflecting a premium of
41% to the closing trading price as of March 3rd, 2023,
and a 51% premium to the 90-day VWAP.
This is our best and final proposal to the
Stratasys Board of Directors. Should Stratasys’ Board continue to
fail to engage in a constructive dialogue by Sunday, April
16th, effectively denying Stratasys’ shareholders of an
attractive immediate cash premium for their shares, Nano will
consider alternative options, including initiating a special tender
offer directly to Stratasys shareholders. Let us remind you that
the Rights Plan adopted by Stratasys on July 24, 2022, is subject
to the Companies Law – 1999 in general, and Sections 329 and 330 in
particular. Accordingly, on such special tender offer, your Board
may only opine as to the offer and may not interfere. While we may
pursue alternative transactions, we intend to prioritize this one
as we firmly believe that our Indicative Offer represents a
compelling value proposition to Stratasys’ shareholders.
We look forward to hearing from you
expeditiously and in any event no later than April 16th, 2023.Yours
Faithfully
(–)
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.
Important Information
The potential tender offer by Nano Dimension
and/or a subsidiary or affiliate thereof for the outstanding shares
of Stratasys referenced in this communication has not yet
commenced. This document is for informational purposes only and it
is neither an offer to purchase nor a solicitation of an offer to
sell shares of Stratasys’ ordinary shares, nor is it a substitute
for the tender offer materials that Nano Dimension and/or a
subsidiary or affiliate thereof will file with the United States
Securities and Exchange Commission (the “SEC”) on Schedule TO. None
of Nano Dimension nor any subsidiary or affiliate thereof has
committed to commence a tender offer. At the time any such tender
offer is commenced, Nano Dimension and/or a subsidiary or affiliate
thereof will file a Tender Offer Statement, containing an offer to
purchase, a form of letter of transmittal and other related tender
offer documents with the SEC, and Stratasys will file a
Solicitation/Recommendation Statement relating to such tender offer
with the SEC. Stratasys’ shareholders are strongly advised to read
these tender offer materials carefully and in their entirety if and
when they become available, as they may be amended from time to
time, because they will contain important information about such
tender offer that Stratasys’ shareholders should consider prior to
making any decisions with respect to such tender offer. Once filed,
shareholders of Stratasys will be able to obtain a free copy of
these documents at the website maintained by the SEC at
www.sec.gov.
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
considering several alternatives, including considering commenting
a special tender offer process for shares in Stratasys. Because
such statements deal with future events and are based on Nano
Dimension’s current expectations, they are subject to various risks
and uncertainties. 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 CONTACTKal
Goldberg / Bryan Locke / Kelsey Markovich
| NanoDimension@fgsglobal.com
1 The Stratasys share price on March 3, 2023, represents the
unaffected share price prior to NANO submitting its initial
indicative offer to Stratasys’ Board of Directors
1 Assumes the Company has 70.693 million fully diluted shares
outstanding per the Company’s 20-F dated March 3, 2023, and based
on a share price of $20.05.
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