WALTHAM, MA – 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 reinforced its plan to deliver long-term value to Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) shareholders, which includes:
- An $18.00 per share special tender offer to provide certain, near-term premium and all-cash value to Stratasys shareholders.
- Nano demands that the Stratasys Board call an Extraordinary General Meeting of Stratasys shareholders following the completion of the $18-per-share-special-tender for the purpose of removing the majority of the Stratasys Board of Directors and replacing them with highly qualified nominees proposed by Nano. Nano believes such action is vital to prevent further value destruction and create a path to establishing a preeminent leader in the rapidly growing AM market that will drive long-term value.
Nano Dimension is offering a straightforward plan to deliver value:
- Delivers IMMEDIATE $18 cash value to Stratasys shareholders.
- Nano leadership will set up management to be committed, motivated and compensated based on demonstrating efficacy in driving the performance of Stratasys, which will become the main business asset of Nano following the successful tender, reversing years of lagging Stratasys growth and profits. The immediate value of Nano’s $18 per share all-cash tender is clear:
- Provides a premium to all relevant Stratasys historical trading levels, including a 39% premium to the unaffected 60-day VWAP as of March 3rd, 2023.
- Provides more certainty than the pending Desktop Metal Ltd. (NYSE: DM) (“Desktop Metal”) merger agreement or the 3D Systems Corp. (NYSE: DDD) (“3D Systems”) unsolicited, unclear & dubious proposal.
Nano has approximately $1 billion in cash and cash equivalents on hand to complete the special tender offer, which is not subject to Nano shareholder approval. The board of directors of Nano has full authority to effect the tender offer as confirmed by the Israeli courts. Nano believes urgent change is needed. Stratasys’ current Board of Directors is not fulfilling its fiduciary duties and not acting in its shareholders’ interests:
Stratasys directors refused to negotiate with Nano, a well-funded and reputable peer that made multiple all-cash offers at compelling premia, disregarding Nano’s efforts to reach a mutually agreeable all-cash acquisition of all outstanding ordinary shares of Stratasys not currently owned by Nano. Those offers included:
$18.00, $19.55, and $20.05 per share, reflecting premiums of 26%, 37% and 41% to the unaffected closing stock price as of March 3rd, 2023, submitted to Stratasys on March 22nd, 29th and April 3rd, 2023, respectively.
Stratasys directors (several of which are ex-CEOs of the company) and management have a history of empty promises to Stratasys shareholders, including making statements every two to three years that Stratasys will become a “billion-dollar company,” only to deliver further cash burn and value destruction, as evidenced by the losses on the sale of MakerBot in September 2022. MakerBot alone cost its shareholders at least $403 million (for a startup with approximately $15.7 million revenue in the year prior to acquisition) and additional over $60 million in cash1 which was spent in order to sell/spin out a failed investment. This was originally initiated and closed by a present board member when he was the CEO of Stratasys. This is just one of many examples of the Stratasys Board’s history of value destruction.
Stratasys directors agreed to a value-destroying transaction with Desktop Metal designed to preserve their entrenchment. Stratasys’ agreement to merge with a cash-burning de-SPAC in a transaction would destroy value and be highly dilutive to Stratasys shareholders, leaving shareholders with less than two-thirds of a company that would have an uncertain path for long-term value creation.
Over the last few days, Stratasys’ institutional and other shareholders have already filed lawsuits against this Board about their corporate governance practices in relation to the transaction.
Stratasys needs better management, operators and, first and foremost, Board oversight to optimize the business and set the company on a path to realize its potential.
The time for change at Stratasys is now. Through its SPECIAL TENDER OFFER of June 26th, 2023, and the ultimate replacement of the Stratasys Board, Nano Dimension will provide that change and allow Stratasys shareholders to realize the potential of their investment.
