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 provided
Stratasys shareholders with additional informational resources
illustrating Nano Dimension’s views of the relative advantages of
its special tender offer for shareholders of Stratasys Ltd.
(Nasdaq: SSYS) (“Stratasys”) over Stratasys’ merger with Desktop
Metal Inc. (NYSE: DM) (“Desktop Metal”) and the unsolicited
proposal from 3D Systems Corp. (NYSE: DDD) (“3D Systems”),
including an investor presentation and a website,
www.StratasysValueNow.com, dedicated to the tender offer.
On May 25, 2023, Nano Dimension commenced a Special Tender Offer
to purchase between 38.8% and 40.8% of the outstanding ordinary
shares of Stratasys for $18.00 per share in cash. The successful
completion of the special tender offer would increase Nano
Dimension’s beneficial ownership of Stratasys to between 53% and
55% of the outstanding ordinary shares of Stratasys, inclusive of
the approximately 14.1% of Stratasys’ outstanding ordinary shares
that Nano Dimension currently owns.
“Stratasys shareholders face a simple choice: certain
all-cash value at a premium or two alternative
transactions, each of which we believe present a high degree of
uncertainty,” said Yoav Stern, Nano Dimension’s Chairman
and CEO. “We are confident our $18.00 per share tender offer is the
right path for Stratasys shareholders and delivers greater value
than what Stratasys can create independently, or via a transaction
with Desktop Metal or 3D Systems. Two lemons don’t automatically
create lemonade, just by squeezing them together.”
Mr. Stern continued, “We remain committed to completing the
special tender offer, to driving much needed improvement in
leadership and performance at Stratasys and to creating a path to
establishing a preeminent leader in the rapidly growing AM market.
We intend to do so by focusing on gross margins, EBITDA and
earnings-per-share profitability to create value for Stratasys’
shareholders, in contrast to current management’s empty promises of
becoming “a billion-dollar company” every two to three years, only
to deliver further cash burn and value destruction.
“As just one example, the current and first-time
CEO of Stratasys sold MakerBot in September 2022 for no proceeds
(it actually required further funding to separate it). MakerBot,
which Stratasys acquired in 2013, generated $15.7 million in
revenue in 2012, was acquired under the fraught leadership of a
former CEO and current Board member of Stratasys, and cost
Stratasys and its shareholders over $400 million. Our tender offer
is an opportunity to change that trajectory as we catalyze
Stratasys to realize its full potential.”
Mr. Stern concluded, “With a successful outcome of the tender,
we will continue to execute on our strategic plan to drive value
creation for our shareholders and other stakeholders, both in Nano
and in Stratasys, and the profitability of both will
benefit all. Our management will be compensated based on
the performance of Stratasys’ operations, no less than Nano’s, as
Stratasys will be our main business asset.”
The presentation released today illustrates Nano Dimension’s
views of the benefits of its all-cash special tender offer to
Stratasys shareholders and the potential downside of the pending
Desktop Metal merger and unsolicited offer from the cash-strapped
3D Systems – two transactions comprised of volatile shares
and insignificant cash components from cash-strapped
companies. The presentation is summarized below:
- Nano Dimension’s
Offer Provides
Certain Value to Stratasys
Shareholders
- The Company’s $18.00 per share
special tender offer delivers certain, near-term premium,
all-cash value to Stratasys shareholders.
- Offer price is a premium to
all relevant Stratasys historical trading levels,
including a 26% premium to the unaffected closing price as of March
3, 2023.
- The Company has
cash and cash equivalents
on hand totaling approximately $1
billion to complete the special tender
offer.
- The transaction has the full support
of Nano Dimension’s management team and Board of Directors. The
deal is not subject to Nano
shareholder approval and has been formally
approved to proceed by the District Court in Israel.
- The Proposed Desktop Metal
Merger Would Be Highly
Dilutive,
Requiring
Stratasys to Pay a Premium
and Provide Financial Support While
Offering Limited Upside
- Desktop Metal is a
cash-burning former special purpose
acquisition company (SPAC) that has underperformed
and destroyed substantial shareholder value, based on
market data as of May 30, 2023. Since its 2020 initial public
offering, Desktop Metal has lost $3.8 billion of value,
representing 85% of its equity value.
- The proposed Desktop Metal merger
would be highly dilutive to
Stratasys shareholders in the immediate term, leaving shareholders
with just 59% ownership of the combined company. Stratasys
shareholders would be giving away
41% ownership to buy a
money-losing company.
- The proposed merger will require a
lengthy process and
a high degree of
uncertainty, requiring a Desktop
Metal shareholder vote, a Stratasys shareholder vote, as well as
regulatory review. As evidence, shareholders have already
filed lawsuits against both companies regarding their
corporate governance practices.
- The proposed stock-for-stock
transaction structure contradicts
Stratasys’ claim that
Stratasys’ stock is undervalued.
By using its ordinary shares as consideration, cash-generating
Stratasys would be paying a premium price to
acquire underperforming Desktop Metal, sacrificing profitability
and capital preservation for a costly addition to the
top-line.
- With the proposed Desktop Metal
merger, Stratasys shareholders are given uncertain
and longer-term value that relies
on ambiguous theoretical synergies and the
to-be-proven Desktop Metal Growth Story that are not offset
by the announced cost synergies. Approximately half of the
estimated $50 million annual run-rate synergies are derived from
corporate cost elimination which requires significant time to
implement.
- 3D Systems’
Unsolicited Proposal Offers
Even Less Certainty Even
if Accepted by Stratasys as a Superior
Proposal
-
- The small portion of cash
consideration – only $7.50 – leaves Stratasys shareholders
with an unclear value of 3D Systems’
stock, particularly in light of the
company’s challenged past financial performance.
- The potential 3D Systems transaction
is subject to significant uncertainty,
requiring two shareholder
votes as well as regulatory
review.
- 3D Systems has an
unstable and highly leveraged
balance sheet as well as hundreds of
millions of dollars’ worth of loans and liabilities.
- Based on Nano’s understanding,
3D Systems is depleting 100% of its cash reserves
for this deal, in addition to losing cash on an operating basis. 3D
Systems would likely need to raise capital –
diluting Stratasys shareholders’ holdings.
- Stratasys shareholders would
primarily be given minority stock in 3D Systems,
creating a greater level of transaction risk and
uncertainty, with a company that has a history of missed
forecasts and value destruction, including losing money in four of
the five last years.
- Triggers the Desktop Metal
transaction’s termination fee if Stratasys were to
determine this is a superior proposal.
All of the information related to the tender offer, can be found
on the dedicated website launched today, including the benefits of
the special tender offer to Stratasys’ shareholders and the
strategic rationale for the tender offer, at
http://www.stratasysvaluenow.com. For information on how to tender,
please contact Georgeson toll-free at (877) 668-1646.
The investor presentation released today can also be accessed on
the investor relations page of Nano Dimension’s website.
Nano Dimension has filed with 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
26, 2023, unless extended or earlier terminated in
accordance with the 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.
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 related letter of transmittal and other tender offer
documents, was filed with the SEC by Nano Dimension on May 25,
2023, as subsequently amended. Stratasys filed with the SEC a
solicitation/recommendation statement on Schedule 14D-9, as
required by the tender offer rules, on May 30, 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 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 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 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 as a result
of the special tender offer and the integration of Stratasys and
the Company, and the comparative benefits of the Company’s tender
offer weighed against the anticipated outcomes of the alternative
transactions between Stratasys and Desktop Metal and between
Stratasys and 3D Systems, respectively. 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 CONTACT
Investor Relations | ir@nano-di.com
NANO DIMENSION MEDIA CONTACTSKal Goldberg /
Bryan Locke / Kelsey Markovich
| NanoDimension@fgsglobal.com
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