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 Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) shareholders:
- Nano Dimension has increased the offer price of
its special tender offer (the “Offer”) from $20.05 to $24.00 per
share 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.
-
The increased price represents a premium to all
relevant Stratasys historical trading levels, including an
85% premium to the unaffected 60-day VWAP as of March 3rd, 2023.
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
provides the quickest path for Stratasys shareholders to realize
value.
-
The Expiration Date of the offer period remains
unchanged at 5:00 p.m., New York Time, on July 24th,
2023 (unless further extended or earlier terminated). 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.
- Tendering
shares to NANO will deliver 220% more
cash to Stratasys shareholders in the near-term than
any currently available alternative, including the cash from a
proposed 3D Systems, Inc. (NYSE: DDD) (“3D Systems”)
deal, and preserves the ability to generate future
value creation through strategic M&A opportunities. As the
largest shareholder of Stratasys, Nano
Dimension intends to support a review of strategic
alternatives to further enhance shareholder value, including
through industry consolidation, possibly through
a negotiated combination with 3D
Systems, following the successful completion of the
special tender offer.
-
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.
- Nano Dimension has nominated 7 highly
qualified directors with extensive track records of value
creation for election to the Stratasys Board of
Directors at Stratasys’ Annual General Meeting to be held on August
8th, 2023. They are nominated with the intention of replacing the
majority of the Stratasys Board, which Nano believes has neglected
its fiduciary duties to the detriment of Stratasys shareholders’
interests. All of Nano’s nominees have previously served as CEOs or
in “C-suite” positions, through which they have created
demonstrable increases in long-term shareholder value. Almost all
of Nano’s candidates have multiple decades of global business
experience in technology, finance, M&A and operations in
manufacturing and related sectors. The nominees include:
-
Ze’ev Holtzman, who brings deep expertise in
private equity, venture capital and investment banking. Mr.
Holtzman founded a pioneering investment banking firm (Giza), a
leading VC firm focused on early-stage innovation technology, as
well as the premier database on high-tech, venture capital,
startup, and private equity ecosystems.
-
Zivi Nedivi, who has decades of international
business leadership experience. He formerly served as CEO of
several technology companies, including Cyalume Technologies Inc.
and Kellstrom Industries, Inc., and formerly served as COO of
Lumenis Ltd.
-
Hanan Gino, who has prodigious experience as a CEO
at international technology corporations, including Verint Security
Systems and Kitov Systems as well as senior executive and head of
all commercial divisions for over two decades at Orbotech Ltd.
-
Tomer Pinchas, ex-manager at
PricewaterhouseCoopers New York, who brings more than 18 years of
global experience in finance, M&A and operations management and
previously served as CFO of multiple technology companies,
including Kryon Systems LTD, myThings Inc, and DVTEL INC.
-
Nick Geddes, who co-founded the renowned
industrial inkjet company Global Inkjet Systems, with leading
R&D capabilities, inkjet products and services, and has been
CEO and CTO for over 15 years with deep knowledge and experience
leading and bringing together multi-disciplinary teams to partner
with customers.
-
Yael Sandler, who brings extensive experience in
leading finance and operations roles for public and private
companies, having formerly held various positions at KPMG while
also being a Certified Public Accountant in Israel.
-
Yoav Stern, who is a seasoned executive with a
proven track record of leadership over three decades, having served
as CEO and Chairman as well as an active hands-on investor in
high-tech companies, specializing in machine vision, fiber optics,
defense-tech, communication solutions, aerospace, and homeland
security. Mr. Stern has led public and privately held companies
based in the United States and globally, with operations
encompassing multi-disciplinary technologies across 3-4
continents.
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.
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.
LEARN MORE ABOUT NANO DIMENSION, ITS
STRATEGY AND VISION, INCULDING ITS SPECIAL TENDER OFFER FOR
STRATASYS
AT WWW.STRATASYSVALUENOW.COM
FOR INFORMATION ON HOW TO TENDER
STRATASYS SHARES, CALL GEORGESON, THE INFORMATION AGENT FOR THE
SPECIAL TENDER OFFER, TOLL-FREE AT (877) 668-1646
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 and
supplemented. 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, 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 DimensionNano
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
manufacturing machines 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 support a review of strategic alternatives to further
enhance Stratasys shareholder value (including through industry
consolidation and possible through a negotiated combination with 3D
Systems following the successful completion of the special tender
offer), the potential benefits and advantages of the special tender
offer, the expiration time and date for the special tender offer,
its plan to replace members of the Stratasys Board of Directors,
and the comparative benefits of the Company’s tender offer weighed
against the currently available alternative transactions offered to
Stratasys shareholders by third parties. 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 CONTACTS Kal Goldberg /
Bryan Locke / Kelsey Markovich |
NanoDimension@fgsglobal.com
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