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 it has
increased
the offer price of its
special tender offer (the “Offer”) from
$18.00 to $20.05 per share in
cash, less any required withholding taxes
and without interest, extended the offer period and changed the
percentage of Stratasys shares being sought in the Offer from
between 38.8% and 40.8% to between 31.9% and 36.9% of the
outstanding ordinary shares of Stratasys Ltd. (Nasdaq: SSYS)
(“Stratasys”).
The increased price represents a premium to all
relevant Stratasys historical trading levels, including a 54.4%
premium to the unaffected 60-day VWAP as of March 3rd, 2023. Nano’s
special tender offer remains the only alternative available
to Stratasys shareholders that provides certain, near-term
cash at a compelling premium and provides the quickest
path for Stratasys shareholders to realize premium value.
The offer period has been extended until 5:00
p.m. New York Time on July 24th, 2023 (unless further extended or
earlier terminated) to provide shareholders with the opportunity to
evaluate the increased Offer and tender shares, as well as to
facilitate the ongoing review by the Committee on Foreign
Investment in the United States, which has been delayed,
due to Stratasys’ lack of responsiveness in providing
requisite information, and to allow for the completion of
the regulatory review process under the Hart-Scott-Rodino Act. The
offer period was previously scheduled to expire at 11:59 p.m. New
York Time on Monday, June 26th, 2023.
The successful completion of the special tender
offer would increase Nano Dimension’s beneficial ownership of
Stratasys to between 46% and 51% of the outstanding ordinary shares
of Stratasys, inclusive of the approximately 14.1% of Stratasys’
outstanding ordinary shares that Nano Dimension currently owns.
Nano Dimension’s Record Preliminary
Quarterly Results
Nano also reiterated its previously announced
preview of its financial results for the quarter ended March 31st,
2023 (“Q1/2023”), which are scheduled to be announced before market
opens on Thursday, June 29th, 2023.
On a preliminary basis, Nano Dimension reported
unaudited approximate consolidated for
Q1/2023:
- Revenues of
$14.97
million
- 43%
increase over
Q1/2022.
- 24%
increase over
Q4/2022.
- Gross Profit
increased 556%
YoY to $6.6 million.
- Gross Margin increased
22% YoY: from 37% in
Q1/2022 to
45%2.
The above information reflects preliminary
estimates with respect to certain results of Nano Dimension for the
quarter ended March 31st, 2023, based on currently available
information. The final first quarter results may vary from the
preliminary estimates.
Additional Special Tender Offer
Information
Shareholders who have validly tendered and not
properly withdrawn their shares do not need to re-tender their
shares or take any other action in response to extension of the
Offer. Shareholders who have not yet tendered their shares or filed
a notice of objection will be given the opportunity to do so in the
same manner and under the same terms and conditions as set out in
the Offer.
Based on information provided by Computershare
Trust Company, N.A., the depositary for the tender offer, as of
11:59 p.m., New York time, on June 26th, 2023, 4,874,887 Stratasys
shares had been validly tendered and not properly withdrawn
pursuant to the Offer, and approximately 899,973 Stratasys shares
had been tendered pursuant to Notices of Guaranteed Delivery.
Nano Dimension will amend its tender offer
statement on Schedule TO filed with the Securities and Exchange
Commission (the “SEC”) and will disseminate a supplement to the
offer to purchase to Stratasys shareholders.
LEARN MORE ABOUT NANO DIMENSION, ITS
STRATEGY AND VISION, INCULDING ITS SPECIAL TENDER OFFER FOR
STRATASYS
AT WWW.STRATASYSVALUENOW.COM
FOR INFORMATION ON HOW TO TENDER
STRATASYS SHARES, CALL GEORGESON, THE INFORMATION
AGENT FOR THE SPECIAL TENDER OFFER, TOLL-FREE
AT (877) 668-1646
Important Information About the Special
Tender OfferThis 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 related letter of
transmittal and other tender offer documents, was filed with the
SEC by Nano Dimension on May 25th, 2023, as subsequently amended,
and supplemented. Stratasys filed with the SEC a
solicitation/recommendation statement on Schedule 14D-9, as
required by the tender offer rules, on May 30th, 2023, as
subsequently amended.
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 AND
SUPPLEMENTED FROM TIME TO TIME, 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 as amended and supplemented, the
related letter of transmittal, certain other tender offer documents
and the solicitation/recommendation Statement 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.
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.
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
its unaudited approximate consolidated revenues for the quarter
ended March 31st, 2023, the potential benefits and advantages of
the special tender offer, the expiration time and date for the
special tender offer, and the comparative benefits of the Company’s
tender offer weighed against the alternative transactions offered
to Stratasys shareholders by third parties. 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 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
1 Excluding cost of revenues from write-down of
inventories and impairment and amortization of assets recognized in
business combination and technology.2 Excluding cost of revenues
from write-down of inventories and impairment and amortization of
assets recognized in business combination and technology.
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