Recommends Shareholders Not Tender Shares into
Nano Tender Offer and Urges Shareholders to Deliver a Notice of
Objection Against the Partial Offer
Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys” or the “Company”), a
leader in polymer 3D printing solutions, today announced that the
Company has mailed a letter to shareholders in connection with Nano
Dimension Ltd.’s unsolicited partial tender offer to acquire
ordinary shares of Stratasys for $18.00 per share in cash. The
letter being mailed to shareholders can be found at
www.NextGenerationAM.com/NanoObjection along with other materials
related to Nano’s tender offer, which the Stratasys Board of
Directors has unanimously determined to be inadequate and not in
the best interests of Stratasys and its shareholders.
Full text of the letter follows:
Dear Stratasys Shareholder,
On May 25, 2023, Nano Dimension Ltd. (“Nano”) submitted an
opportunistic, coercive, highly conditional partial tender offer to
acquire ordinary shares of Stratasys for $18.00 per share in
cash.
The Stratasys Board of Directors, after consultation with its
independent financial and legal advisors, unanimously determined
that the partial tender offer substantially undervalues Stratasys
and is NOT in the best interests of our shareholders.
The Board recommends Stratasys shareholders
NOT tender shares into the Nano tender offer and urges Stratasys shareholders to deliver a notice of
objection against the partial offer.
Under Israeli tender offer rules, Nano’s tender offer will fail
if the shares covered by submitted Notices of Objection are greater
than or equal to the number of shares tendered in the offer. Simply
not tendering is not sufficient to express opposition to the tender
offer and could result in non-tendering shareholders being left as
minority shareholders in a company controlled by Nano. The
subsequent four-day offering period after the tender offer closes
allows shareholders to tender even if you have objected during the
initial offer period. Therefore, we strongly urge shareholders to
file their notice of objection in order to reduce the risk of
becoming a minority shareholder.
To deliver a Notice of
Objection, contact your broker and follow the instructions provided
in the attached mailing and instruct them to deliver a Notice of
Objection on your behalf.
If you have already
tendered your shares, you can still withdraw them.
Stratasys Has a Winning Growth Strategy and
Significant Upside Potential from the Pending Merger with Desktop
Metal
On May 25, 2023, Stratasys entered into a definitive agreement
to combine with Desktop Metal in an all-stock transaction, which
was unanimously approved by the Stratasys Board and is expected to
deliver significant value for shareholders. The Desktop Metal
transaction is expected to close in Q4 2023.
The Desktop Metal combination is expected to deliver compelling
strategic benefits in line with Stratasys’ growth strategy,
including:
Scale
- The first AM company to achieve comprehensive scale
- Leading Polymer and Metal player, delivering industrial
Polymer, Metal, Sand and Ceramic Solutions from Design to Mass
Production
- Targeting $1.1B in revenue by 2025
Product portfolio
- Fully complementary AM platform offerings with minimal
overlap
- Superior multi-AM technology portfolio (HW / Material / SW /
Service)
- Largest materials and SW platform
- +50% of revenue from mass production solutions – one of the
fastest growing segments in AM
Innovation and expertise
- Substantial combined R&D team and patent portfolio –
800+ scientists and engineers; $500M 4-year cumulative R&D
spend1
- 3,400+ patents granted and pending driving innovation
across a differentiated materials library
Unparalleled distribution
- One of the largest global go-to-market networks in 3D
printing
- Creates significant cross-sell potential for recognizable
brands
- First in class customer support capabilities
Powerful synergies
- ~$50M in additional expected run-rate cost
synergies2
- ~$50M in expected run-rate revenue synergies
Robust financials
- Scaled and profitable pro forma entity
- Combined business is expected to generate positive operating
cash flow for the 12-mo. period post-closing
- Targeting 10 - 12% adjusted EBITDA margin in 2025
- Well-capitalized to drive future growth. Together, the
companies had ~$437M3 of cash as of 1Q 2023
Nano’s Partial Tender Offer Is Inadequate,
Significantly Undervalues Stratasys, and Has Been Made with
Questionable Authority
The Stratasys Board considered a number of factors in reaching
its recommendation that shareholders
reject Nano’s partial tender offer and deliver a Notice of
Objection.
- The partial tender offer is coercive
and highly opportunistic. Despite previously having
proposed an acquisition of Stratasys at $20.05 per share, which the
Board rejected, Nano’s partial tender offer only offers
shareholders $18.00 per share, a ~10% discount to the most recent
bid to the Board.
- Nano’s campaign is of questionable
legal authority. The composition and legitimacy of
Nano's Board and management team, and consequently, Nano’s
authority to make and consummate the partial tender offer, remain
subject to adjudication in the Israeli courts.
- The Nano offer is subject to obtaining approval from the
Committee on Foreign Investment in the United States (CFIUS), which
will likely take several months, and other unspecified regulatory
approvals, and so is highly contingent and unlikely to close on
June 26.
The Stratasys Board Urges Shareholders to
Deliver a Notice of Objection Against the Partial Tender
Offer
To deliver a Notice of Objection, contact your broker and follow
the instructions provided in the attached mailing and instruct them
to deliver a Notice of Objection on your behalf.
Not taking any action is not sufficient to express opposition to
the tender offer and could lead to Nano acquiring a controlling
interest in Stratasys. Under Israeli tender offer rules, Nano’s
tender offer will fail if the shares covered by submitted Notices
of Objection are greater than or equal to the number of shares
tendered in the offer. If you have tendered any of your Stratasys
ordinary shares, you can still withdraw them and submit a Notice of
Objection.
Thank you for your support.
The Stratasys Board of Directors
For assistance filing a Notice of Objection or
withdrawing your Stratasys ordinary shares, please contact your
broker or Stratasys’ information agent:
Morrow Sodali LLC 509 Madison Avenue, 12th
Floor New York, NY 10022
Call toll-free (800) 662-5200 or (203) 658-9400
Email: SSYS@info.morrowsodali.com
About Stratasys
Stratasys is leading the global shift to additive manufacturing
with innovative 3D printing solutions for industries such as
aerospace, automotive, consumer products, healthcare, fashion and
education. Through smart and connected 3D printers, polymer
materials, a software ecosystem, and parts on demand, Stratasys
solutions deliver competitive advantages at every stage in the
product value chain. The world’s leading organizations turn to
Stratasys to transform product design, bring agility to
manufacturing and supply chains, and improve patient care.
To learn more about Stratasys, visit www.stratasys.com, the
Stratasys blog, Twitter, LinkedIn, or Facebook. Stratasys reserves
the right to utilize any of the foregoing social media platforms,
including the Company’s websites, to share material, non-public
information pursuant to the SEC’s Regulation FD. To the extent
necessary and mandated by applicable law, Stratasys will also
include such information in its public disclosure filings.
Stratasys is a registered trademark and the Stratasys signet is
a trademark of Stratasys Ltd. and/or its subsidiaries or
affiliates. All other trademarks are the property of their
respective owners.
Forward-Looking Statements
This document contains forward-looking statements that involve
risks, uncertainties and assumptions. If the risks or uncertainties
ever materialize or the assumptions prove incorrect, the actual
results of Stratasys Ltd. and its consolidated subsidiaries
(“Stratasys”) may differ materially from those expressed or implied
by such forward-looking statements and assumptions. All statements
other than statements of historical fact are statements that could
be deemed forward-looking statements.
Such forward-looking statements include statements relating to
the proposed transaction between Stratasys and Desktop Metal, Inc.
(“Desktop Metal”), including statements regarding the benefits of
the transaction and the anticipated timing of the transaction, and
information regarding the businesses of Stratasys and Desktop
Metal, including expectations regarding outlook and all underlying
assumptions, Stratasys’ and Desktop Metal’s objectives, plans and
strategies, information relating to operating trends in markets
where Stratasys and Desktop Metal operate, statements that contain
projections of results of operations or of financial condition and
all other statements other than statements of historical fact that
address activities, events or developments that Stratasys or
Desktop Metal intends, expects, projects, believes or anticipates
will or may occur in the future. Such statements are based on
management’s beliefs and assumptions made based on information
currently available to management. All statements in this
communication, other than statements of historical fact, are
forward-looking statements that may be identified by the use of the
words “outlook,” “guidance,” “expects,” “believes,” “anticipates,”
“should,” “estimates,” and similar expressions. These
forward-looking statements involve known and unknown risks and
uncertainties, which may cause Stratasys’ or Desktop Metal’s actual
results and performance to be materially different from those
expressed or implied in the forward-looking statements. Factors and
risks that may impact future results and performance include, but
are not limited to those factors and risks described in Item 3.D
“Key Information - Risk Factors”, Item 4 “Information on the
Company”, and Item 5 “Operating and Financial Review and Prospects”
in Stratasys’ Annual Report on Form 20-F for the year ended
December 31, 2022 and Part 1, Item 1A, “Risk Factors” in Desktop
Metal’s Annual Report on Form 10-K for the year ended December 31,
2022, each filed with the Securities and Exchange Commission (the
“SEC”), and in other filings by Stratasys and Desktop Metal with
the SEC. These include, but are not limited to: factors relating to
the partial tender offer commenced by Nano Dimension Ltd. (“Nano”),
including actions taken by Nano in connection with the offer,
actions taken by Stratasys or its shareholders in respect of the
offer and the effects of the offer on Stratasys’ businesses, or
other developments involving Nano, the ultimate outcome of the
proposed transaction between Stratasys and Desktop Metal, including
the possibility that Stratasys or Desktop Metal shareholders will
reject the proposed transaction; the effect of the announcement of
the proposed transaction on the ability of Stratasys and Desktop
Metal to operate their respective businesses and retain and hire
key personnel and to maintain favorable business relationships; the
timing of the proposed transaction; the occurrence of any event,
change or other circumstance that could give rise to the
termination of the proposed transaction; the ability to satisfy
closing conditions to the completion of the proposed transaction
(including any necessary shareholder approvals); other risks
related to the completion of the proposed transaction and actions
related thereto; changes in demand for Stratasys’ or Desktop
Metal’s products and services; global market, political and
economic conditions, and in the countries in which Stratasys and
Desktop Metal operate in particular; government regulations and
approvals; the extent of growth of the 3D printing market
generally; the global macro-economic environment, including
headwinds caused by inflation, rising interest rates, unfavorable
currency exchange rates and potential recessionary conditions; the
impact of shifts in prices or margins of the products that
Stratasys or Desktop Metal sells or services Stratasys or Desktop
Metal provides, including due to a shift towards lower margin
products or services; the potential adverse impact that recent
global interruptions and delays involving freight carriers and
other third parties may have on Stratasys’ or Desktop Metal’s
supply chain and distribution network and consequently, Stratasys’
or Desktop Metal’s ability to successfully sell both existing and
newly-launched 3D printing products; litigation and regulatory
proceedings, including any proceedings that may be instituted
against Stratasys or Desktop Metal related to the proposed
transaction; impacts of rapid technological change in the additive
manufacturing industry, which requires Stratasys and Desktop Metal
to continue to develop new products and innovations to meet
constantly evolving customer demands and which could adversely
affect market adoption of Stratasys’ or Desktop Metal’s products;
and disruptions of Stratasys’ or Desktop Metal’s information
technology systems.
These risks, as well as other risks related to the proposed
transaction, will be included in the registration statement on Form
F-4 and joint proxy statement/prospectus that will be filed with
the Securities and Exchange Commission (“SEC”) in connection with
the proposed transaction. While the list of factors presented here
is, and the list of factors to be presented in the registration
statement on Form F-4 are, considered representative, no such list
should be considered to be a complete statement of all potential
risks and uncertainties. For additional information about other
factors that could cause actual results to differ materially from
those described in the forward-looking statements, please refer to
Stratasys’ and Desktop Metal’s respective periodic reports and
other filings with the SEC, including the risk factors identified
in Stratasys’ and Desktop Metal’s Annual Reports on Form 20-F and
Form 10-K, respectively, and Stratasys’ Form 6-K reports that
published its results for the quarter ended March 31, 2023, which
it furnished to the SEC on May 16, 2023, and Desktop Metal’s most
recent Quarterly Reports on Form 10-Q. The forward-looking
statements included in this communication are made only as of the
date hereof. Neither Stratasys nor Desktop Metal undertakes any
obligation to update any forward-looking statements to reflect
subsequent events or circumstances, except as required by law.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.
Important Additional Information
In connection with the proposed transaction, Stratasys intends
to file with the SEC a registration statement on Form F-4 that will
include a joint proxy statement of Stratasys and Desktop Metal and
that also constitutes a prospectus of Stratasys. Each of Stratasys
and Desktop Metal may also file other relevant documents with the
SEC regarding the proposed transaction. This document is not a
substitute for the joint proxy statement/prospectus or registration
statement or any other document that Stratasys or Desktop Metal may
file with the SEC. The definitive joint proxy statement/prospectus
(if and when available) will be mailed to shareholders of Stratasys
and Desktop Metal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able
to obtain free copies of the registration statement and joint proxy
statement/prospectus (if and when available) and other documents
containing important information about Stratasys, Desktop Metal and
the proposed transaction, once such documents are filed with the
SEC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with, or
furnished, to the SEC by Stratasys will be available free of charge
on Stratasys’ website at
https://investors.stratasys.com/sec-filings. Copies of the
documents filed with the SEC by Desktop Metal will be available
free of charge on Desktop Metal’s website at
https://ir.desktopmetal.com/sec-filings/all-sec-filings.
This communication is not an offer to purchase or a solicitation
of an offer to sell the ordinary shares of Stratasys. In response
to a tender offer commenced by Nano, Stratasys has filed with the
Securities and Exchange Commission a Solicitation/Recommendation
Statement on Schedule 14D-9. STRATASYS SHAREHOLDERS ARE ADVISED TO
READ STRATASYS’ SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE
14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BEFORE MAKING
ANY DECISION WITH RESPECT TO ANY TENDER OFFER BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Stratasys shareholders may obtain a copy of
the Solicitation/Recommendation Statement on Schedule 14D-9, as
well as any other documents filed by Stratasys in connection with
the tender offer by Nano or one of its affiliates, free of charge
at the SEC’s website at www.sec.gov. In addition, investors and
security holders may obtain free copies of these documents from
Stratasys by directing a request to Stratasys Ltd., 1 Holtzman
Street, Science Park, P.O. Box 2496, Rehovot 7612, Israel, Attn:
Yonah Lloyd, VP Investor Relations, or by calling
+972-74-745-4029.
Participants in the Solicitation
Stratasys, Desktop Metal and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction. Information about the directors and executive officers
of Stratasys, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in
Stratasys’ proxy statement for its 2022 Annual General Meeting of
Shareholders, which was filed with the SEC on August 8, 2022, and
Stratasys’ Annual Report on Form 20-F for the fiscal year ended
December 31, 2022, which was filed with the SEC on March 3, 2023.
Information about the directors and executive officers of Desktop
Metal, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in
Desktop Metal’s proxy statement for its 2023 Annual Meeting of
Stockholders, which was filed with the SEC on April 25, 2023 and
Desktop Metal’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, which was filed with the SEC on March 1,
2023. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the joint proxy statement/prospectus and other relevant materials
to be filed with the SEC regarding the proposed transaction when
such materials become available. Investors should read the joint
proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions. You may obtain
free copies of these documents from Stratasys or Desktop Metal
using the sources indicated above.
1 Reflects cumulative 2019-2022 non-GAAP figures
2 In addition to the previously announced cost reduction plans
by Desktop Metal, implemented 2022-2023
3 Includes cash and cash equivalents and short-term investments,
before executing the Covestro acquisition
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230607005429/en/
Investor Relations Yonah Lloyd CCO / VP Investor Relations
Yonah.Lloyd@stratasys.com
Morrow Sodali SSYS@info.morrowsodali.com (800) 662-5200 (203)
658-9400
U.S. Media Ed Trissel / Joseph Sala / Kara Brickman Joele Frank,
Wilkinson Brimmer Katcher (212) 355-4449
Israel Media Rosa Coblens VP Sustainability, Public Relations IL
& Global Internal Communications Rosa.Coblens@stratasys.com
Yael Arnon Scherf Communications yaela@scherfcom.com
+972527202703
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