WALTHAM, MA – Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension”, “Nano”, “NANO” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, today announced the following actions that highlight a clear path to maximizing value for shareholders of Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”):
Nano Dimension has increased its special tender offer price (the “Offer”) to $25.00 per share from $24.00, in cash, less any required withholding taxes and without interest, to purchase between 31.9% and 36.9% of the outstanding ordinary shares of Stratasys.
1. The expiration date of the offer period has been extended to 5:00 p.m., New York Time, on July 31st, 2023 (unless further extended or earlier terminated).
- Tendering shares to Nano will deliver 233% more cash to Stratasys shareholders in the near-term than any currently available alternative and preserves the ability to generate future value creation through strategic M&A opportunities.
- The increased price represents a significant premium to all relevant Stratasys historical trading levels, including a 93% premium to the unaffected 60-day average share price4. Nano’s special tender offer is the most compelling offer for Stratasys shareholders and remains the only alternative available that provides certain, near-term cash value at a significant premium and the quickest path for Stratasys shareholders to realize value.
- 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, inclusive of the approximately 14.1% of Stratasys’ outstanding ordinary shares that Nano Dimension currently owns.
- Nano offer provides guaranteed cash and more certainty than any other option available to Stratasys shareholders.
- Nano also announced yesterday that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”) in connection with its proposed special tender offer of Stratasys had expired and no further regulatory review by U.S. antitrust authorities is required in connection with the Offer.
2. Nano believes the current terms of 3D Systems, Inc. (NYSE: DDD) (“3D Systems”) offer is misleading, not in the best interests of Stratasys’ shareholders, and present significant Share PRICE uncertainty and transaction closing risk.
- Nano believes that the latest 3D Systems offer’s value is inflated by an unsustainable 3D Systems share price.
- On a 30- , 60-, 90- and 180-day VWAP basis, 3D Systems offer is worth barely $22 per share, substantially below Nano’s $25.00 all-cash offer.
- Additionally, since 3D Systems’ latest offer on July 13th, 2023, its share price has declined 6%5, further highlighting the significant value uncertainty of the majority stock consideration of 3D Systems’ offer.
- Actually, 3D Systems’ Proposal is worth Only $7.50 per share in cash. The rest is an uncertain value as $14.50 in 3D Systems shares is not necessarily a realistic value:
- Since the price of 3D Systems’ shares may sink before, during and long after the 3D/Stratasys transaction, as a result of the huge expected dilution (doubling the amount of 3D Systems shares in order to acquire Stratasys), as described below:
- 3D Systems’ offer will nearly fully deplete its cash position and the combined company will need to raise capital promptly (as indicated by 3D Systems’ recent shelf registration filing). The capital will likely be raised at a share price discount, which will create additional pressure on 3D Systems’ stock price and result in further dilution and value destruction to 3D Systems and Stratasys shareholders.
- 3D Systems’ offer has execution risk as it will require shareholder votes from both companies and regulatory review.
3. As Stratasys’ largest shareholder, Nano Dimension OPPOSES Stratasys’ proposed combination with Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”), which, as structured, is highly dilutive and greatly overvalues Desktop Metal’s cash-burning business.
Following the successful completion of the special tender offer, as the largest shareholder of Stratasys, Nano Dimension intends to support a review of strategic alternatives for Stratasys to further enhance shareholder value, including through industry consolidation, possibly through a negotiated combination with 3D Systems OR: increasing Nano’s ownership of Stratasys to 100%.
- Following the successful consummation of Nano’s Special Tender Offer, Nano intends to explore various strategic alternatives, including but not limited to:
- pursuing a negotiated combination of Stratasys with 3D Systems at appropriate terms, and/or
- purchasing the remaining portion of Stratasys to reach 100% ownership as soon as practical and permissible by U.S. and Israeli law.
- Completing a transaction for all of Stratasys is a step in NANO’s broader industry consolidation strategy, focused on profitability and cash generation to drive value for all shareholders.
Additional Special Tender Offer Information
Shareholders who have validly tendered and not properly withdrawn their Stratasys shares do not need to re-tender their shares or take any other action in response to the increase in price of the Offer. Shareholders who have not yet tendered their Stratasys 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 5:00 p.m., New York time, on July 17th, 2023, 4,100,607 Stratasys shares had been validly tendered and not properly withdrawn pursuant to the Offer.
Nano Dimension will amend its tender offer statement on Schedule TO, and the related exhibits, filed with the Securities and Exchange Commission (the “SEC”) and will disseminate a supplement to the offer to purchase to Stratasys shareholders reflecting the increased offer price and extended offer period.
