WALTHAM, MA – Nano Dimension has announced that it will withdraw its special tender offer to Stratasys' shareholders and cease its efforts to replace Stratasys' board of directors.

Nano Dimension launched the special tender offer to purchase between 38.8% and 40.8% of the outstanding ordinary shares of Stratasys in May, first offering $18 per share in cash and later raising its price to $25 per share, and also called for the removal of the majority of Stratasys' board with the intention to replace the ousted members with nominees proposed by Nano.

"We began our efforts to structure a friendly transaction with Stratasys with a clear focus on generating value for both companies’ shareholders," said Nano Dimension CEO Yoav Stern. "While we continue to believe that a combination of our companies has both strategic and financial merit – particularly given our offer provides far more certainty and guaranteed immediate $25 per share all-cash value, better than any other alternative currently available to Stratasys shareholders – this idea was rejected by an entrenched Stratasys board intent on manipulating the facts and preventing its shareholders from making their own decisions regarding our offer. We believe that our efforts to convince a sufficient number of Stratasys’ shareholders that their entrenched board will continue its track record of leading the company toward new disasters has fallen short.

"Most of the investors of Stratasys have clearly indicated to us that the potential overhang of the shareholder rights plan ('poison pill') makes tendering their shares too risky, in spite of our superior $25 all-cash per share offer. The Stratasys board’s stance makes it clear that the poison pill is there to stay and will continue to block shareholders from having an opportunity to tender their shares. Furthermore, a timely declaratory judgment regarding the poison pill by the Israeli Court – thanks to Stratasys’ request of the Judge – will not occur until late in this fall, long after the expiration of Nano’s special tender offer. Finally, replacing a majority of Stratasys’ entrenched board will not be achievable. Taking all this into account, we intend to 'stand down' on Stratasys. We shall continue with our alternative active M&A plans."

Nano Dimension said it will review its investment in Stratasys, including a possible sale of its 14.1% holdings in the company, and will seek alternative M&A opportunities to maintain its growth.

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