Nano Dimension Announces Expiration of Special Partial Tender Offer for Ordinary Shares of Stratasys; Offer Condition Was Not Satisfied
August 01 2023 - 12:31PM
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, which owns approximately 14.1% of Stratasys Ltd. (Nasdaq:
SSYS) (“Stratasys”) and is the Company’s largest shareholder, today
announced the expiration of its special partial tender offer (the
“offer”) to purchase between 31.9% and 36.9% of the outstanding
ordinary shares of Stratasys for $25.00 per share, less any
required withholding taxes and without interest. It had been a
condition of the offer that Nano would own following the offer at
least 46% of the issued and outstanding shares of Stratasys,
inclusive of the approximately 14.1% of Stratasys shares already
owned by Nano.
Based on information provided by Computershare
Trust Company, N.A., the depositary for the special tender offer,
as of 11:59 p.m., New York time, on July 31st, 2023, 3,408,322
Stratasys shares had been validly tendered and not properly
withdrawn pursuant to the Offer and 445,533 Stratasys shares had
been tendered pursuant to Notices of Guaranteed Delivery,
representing approximately 5.6% of the outstanding Stratasys
shares, which was below the required 46% minimum
condition. Nano has not waived the minimum condition.
Additionally, as anticipated, the rights plan condition of
the offer was not met in part due to the Stratasys Board’s refusal
to redeem or terminate its shareholder rights plan (“poison
pill”). Nano determined that accepting shares in the offer
would likely trigger the poison pill and has not waived such
condition to accepting tendered shares.
The offer expired on July 31st, 2023, at 11:59
p.m. New York time, and Nano has determined not to accept any of
the tendered shares. Accordingly, Nano has instructed the
depositary to promptly return all Stratasys shares validly tendered
and not properly withdrawn.
As previously announced on July 28th, Nano has
withdrawn its director nominees for the Stratasys Board of
Directors. The Company also intends to review its investment in
Stratasys, including a possible sale of its existing 14.1% holdings
in the open market, and pursue alternative M&A
opportunities.
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
its plans to proceed with alternative M&A opportunities and its
plans to review its investment in Stratasys, including selling its
existing holdings 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 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 CONTACT
Investor Relations | ir@nano-di.com
NANO DIMENSION MEDIA CONTACT
Kal Goldberg / Bryan Locke / Kelsey Markovich |
NanoDimension@fgsglobal.com
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