Nano Dimension (“NANO”) is Committed to Proceed Towards Acquiring Stratasys And Announces Preparation of Special Tender Offer for $18.00 Per Share
April 05 2023 - 8:30AM
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 is prepared to commence a special tender offer targeting
total ownership of at least 51% of the outstanding shares of common
stock of Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) for $18.00 per
share in cash, inclusive of the approximately 14.5% of Stratasys’
outstanding common shares that Nano Dimension currently owns.
Nano Dimension remains willing to negotiate in
good faith a consensual transaction at its previously announced
“best and final” offer of $20.05 per share, subject to receiving
necessary diligence. However, in the event the Stratasys Board of
Directors continues its unwillingness to engage with Nano
Dimension, the Company is prepared to commence this special tender
offer.
Nano Dimension’s all-cash special tender offer
would represent a premium of 26% to the closing trading price as of
March 3rd, 2023, a 29% premium to the Company’s 30-day VWAP, a 39%
premium to the 60-day VWAP and a 35% premium to the 90-day VWAP as
of March 3rd, 2023.
In addition, Nano Dimension intends to seek
relief from an Israeli court confirming that according to Israeli
Companies Law, Stratasys’ poison pill cannot be triggered in
response to a special tender offer targeting Nano Dimension’s
ownership of at least 51% of Stratasys’ outstanding shares.
Both paths that are discussed above, will
deliver immediate and certain value at a compelling premium to
Stratasys shareholders and enables the Company to create the
preeminent leader in the rapidly growing AM market. Nano Dimension
will provide additional details and timing of the special tender
offer in due course and as required by applicable law.
About Nano DimensionNano
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 InformationThe
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 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 considering
several alternatives, including considering commencing a special
tender offer process for shares in Stratasys and the potential
benefits to Stratasys’ shareholders and Nano Dimension that would
result therefrom. 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 CONTACTSKal Goldberg /
Bryan Locke / Kelsey Markovich
| NanoDimension@fgsglobal.com
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