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
that it has commenced a special tender offer to purchase between
38.8% and 40.8% of the outstanding ordinary shares of Stratasys
Ltd. (Nasdaq: SSYS) (“Stratasys”) for $18.00 per share in cash,
less any required withholding taxes and without interest. The
successful completion of the special tender offer would result in
Nano Dimension’s beneficial ownership of between 53% and 55% of the
outstanding Stratasys shares, inclusive of the approximately 14.2%
of Stratasys’ outstanding ordinary shares that Nano Dimension
currently owns.
Nano Dimension’s all-cash special tender offer
represents a premium of 26% to the unaffected closing price as of
March 3rd, 2023, a 39% premium to the 60-day VWAP as of March 3rd,
2023, and a 12.5% premium to the
$16.00 future
target
price published by
Stratasys’ own
financial advisor, J.P.
Morgan, on March
2nd,
2023.
“As we had previously indicated to the Stratasys
Board, given their continued refusal to engage in negotiations, we
have decided to present our offer directly to Stratasys’
shareholders,” said Yoav Stern, Nano Dimension’s Chairman and CEO.
“We believe our offer delivers certain all-cash value to Stratasys’
shareholders at a premium in excess of what Stratasys can deliver
to its shareholders. We look forward to successfully completing the
special tender offer as we continue to execute on our strategic
plan to drive value creation for customers and shareholders and to
create a preeminent leader in the rapidly growing AM market.”
Nano Dimension has filed with the U.S.
Securities and Exchange Commission (the “SEC”) a tender offer
statement on Schedule TO, including an offer to purchase, which
provides the terms and conditions of the special tender offer. The
special tender offer will expire at 11:59
p.m. EDT on
Monday, June
26th, 2023, unless
extended or earlier terminated in accordance with the proposed
offer to purchase and the applicable rules and regulations of the
SEC and Israeli law. The closing of the special tender offer is
subject to certain conditions, including that at least 5% of the
issued and outstanding Stratasys shares are validly tendered and
not properly withdrawn, at least 53% of the issued and outstanding
Stratasys shares when aggregated with the Stratasys shares held by
NANO are validly tendered and not properly withdrawn, the Stratasys
board of directors redeem its Rights Plan, dated July 25, 2022 and
any Rights that may be issued and outstanding thereunder or NANO
being satisfied in its sole discretion that the Rights will not
become exercisable as a result of the tender offer, as described in
the tender offer materials, including the offer to purchase, a
related letter of transmittal and other tender offer
documents.
In conjunction with the special tender offer,
Nano Dimension today also released a presentation
further detailing the benefits of the special tender offer to
Stratasys’ shareholders and the strategic rationale for the tender
offer as summarized below:
- Provides
Attractive Cash Value to Stratasys’
Shareholders
- Nano Dimension’s special tender
offer price of $18.00 per share is a premium to all relevant
Stratasys historical trading levels, and in excess of J.P.
Morgan’s (Stratasys’ financial advisor) last published
target price of
$16.00 before dropping coverage in March
2023.
-
Establishes a
Market-Leading Portfolio of Complementary Products and Solutions
Addressing a Significant Additive
Manufacturing Market Opportunity
- We believe Stratasys’ polymer
focused AM systems combined with Nano Dimension’s ceramic and metal
AM systems & AME capabilities will provide customers access to
a full suite of products to the additive manufacturing segment that
is expected to grow from a market size of ~$16 billion in 2021 to
over $100 billion by 2030 according to IDTechEx’s report “3D
Electronics/Additive Electronics 2022-2032” and 3D Hub’s report “3D
Printing Trend Report 2022”.
-
Enhances Market
Penetration and New Customer Acquisition
- We believe that the completion of
the tender offer may provide an 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 expanded and
diversified joint offerings.
Important
Information
About the
Special Tender
Offer
This 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 letter of transmittal and related
documents, has been filed today by Nano Dimension with the SEC and
we expect that a solicitation/recommendation statement on Schedule
14D-9 will be filed by Stratasys with the SEC as required by the
tender offer rules.
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, WHEN THEY
BECOME AVAILABLE 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 (when available) 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.
Conference Call Information
The Company will host a conference call to discuss the special
tender offer Tuesday, May 30th, 2023 at 9:00 a.m. EDT (4:00 p.m.
IDT). We encourage participants to pre-register for the conference
call using the following link:
https://dpregister.com/sreg/10179536/f99cd70110
Webcast link:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=Rz0vpvXy
Those without internet access or unable to pre-register may dial
in by calling: Participant dial-in (Toll free):
1-844-695-5517Participant international dial-in:
1-412-902-6751Israel toll free: 1-80-9212373
For those unable to participate in the
conference call, there will be a replay available from a link on
Nano Dimension’s website at
http://investors.nano-di.com/eventsand-presentations.
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 benefits and advantages of the special tender offer,
the expiration time and date for the special tender offer,
potential for growth and value creation opportunities, and that a
solicitation/recommendation statement will be filed by Stratasys
with the SEC. 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 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
CONTACTInvestor Relations | ir@nano-di.com
NANO DIMENSION MEDIA CONTACTSKal Goldberg /
Bryan Locke / Kelsey Markovich
| NanoDimension@fgsglobal.com
Nano Dimension (NASDAQ:NNDM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Nano Dimension (NASDAQ:NNDM)
Historical Stock Chart
From Apr 2023 to Apr 2024