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 issued a detailed
investor presentation highlighting Nano’s superior strategy to
maximize value for Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”)
shareholders and the many failings of the current Stratasys Board
of Directors (“Board”), whose over-tenured and entrenched directors
continue to destroy value for shareholders through their
self-interested actions.
Nano Dimension urges Stratasys shareholders to
vote “FOR” the nominees proposed by Nano Dimension at
Stratasys’ Annual General Meeting to be held on August 8th, 2023,
in order to replace the majority of the Stratasys Board with
candidates who have a strong track record of creating value at
public companies and will bring the perspective of ALL
Stratasys shareholders to the Board.
Highlights from the presentation include:
- Stratasys’ Board Has Fundamentally Failed Shareholders
Through Its Value Destructive Actions and Has Breached Its
Fiduciary Duty
- Stratasys’ Board has been
responsible for significant value destruction and has
fundamentally breached its fiduciary duty to maximize
shareholder value.
- The Board’s refusal to engage and even consider multiple offers
at a significant premium represents a complete neglect of its
responsibility to shareholders.
- Despite spending ~$1bn on three
poorly timed acquisitions – MakerBot, Solid Concepts and Origin
Labs – Stratasys’ efforts have not delivered results, only
achieving a 3% top-line CAGR from 2013 to 2022, a value-destructive
divestment of MakerBot in 2022, as well as an ongoing lawsuit filed
by former Origin Labs members.
- Instead, the Board has relied on its Shareholder Rights Plans
(or “Poison Pill”) to remain in control of the company, fend off
its most attractive long-term partners, and entered into a highly
dilutive transaction with Desktop Metal as a final lifeline – all
in an effort to thwart the consolidation that is needed to
accelerate value creation and reverse Stratasys’
underperformance.
- Over the last ten years, Stratasys has substantially lagged
other benchmarks – poor performance overseen by four of Stratasys’
eight current Board members. While the S&P 500 Hardware &
Technology benchmark is up by 708% and Nasdaq up by 336%,
Stratasys stock has dropped by 80%.
- The Entrenched Board is
Over-tenured, Leading to Conflicted Decision Making and Ineffective
Oversight
- The eight Stratasys directors who are up for re-election have
poor backgrounds and track records, overseeing poor
performance.
- Five of eight directors are
conflicted, having already secured Board positions in the
proposed Desktop Metal combination.
- Four of eight
directors have served for 10+ years,
despite having overseen over $450 million of value
destruction during their tenuresi, during which the stocks
of other companies have seen substantial growth in value.
- Stratasys’ Board Seeks to Destroy Further Value Through
Ill-Conceived Desktop Metal Deal or Inflated 3D Systems Inc. (NYSE:
DDD) (“3D Systems”) Transaction
-
- The Stratasys Board has clearly prioritized retaining control
of the company over maximizing value for shareholders through its
pursuit of a transaction with Desktop Metal, which is a highly
dilutive, defensive play that has been received
poorly by market participants and stakeholders. The transaction is
a lifeline for Desktop Metal with a risky and uncertain
outlook for the combined company.
- As Stratasys’ largest shareholder, Nano will seek to
halt the value-destructive transaction with Desktop Metal
and initiate a strategic review to identify the best path forward
for Stratasys.
- The Additive Manufacturing Sector Needs Consolidation
Which Nano’s Team is Poised to Lead Through Diligent Capital
Stewardship
-
- Nano’s focus on gross margin enhancement rather than
only top line growth has been key to delivering value over the
long-term. Nano has a demonstrable track record of
combining mature and high growth technologies to create product
offerings with broader appeal and enhancing sales and marketing
efficiency through diversifying sales channels.
- Through prudent capital allocation, Nano has delivered
meaningful shareholder returns by ensuring the valuations
paid in its M&A program align with future returns, and that
transactions will translate into sustainable, long-term shareholder
return-on-investment.
- Nano’s Slate of Nominees Have a Strong Track Record of
Value Creation and Will Bring a Fresh Perspective in the Interest
of ALL Stratasys Shareholders to the Stratasys Board of
Directors
- Electing Nano’s superior slate of nominees to the Board is a
key next step to unlocking Stratasys’ value. Nano Dimension has
nominated 7 highly qualified directors with extensive track
records of value creation.
- 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.
- Nano is Committed to an
Open, Unbiased Strategic Review and Immediate Action for a Sound
Process in the Interest of All Shareholders
- Nano’s path forward would deliver near-term cash
value and a clear strategic outlook. Nano
and its nominees are open to strategic options for Stratasys and
will evaluate industry consolidating transactions, possibly
including a negotiated combination with 3D Systems at
better terms, following the successful completion of the
special tender offer.
- Nano is committed to running an open, unbiased
strategic review in the interests of all shareholders. If
Stratasys does not enter into a strategic transaction shortly
following Nano’s Board slate being elected, Nano is
committed to convening an Extraordinary General Meeting
(“EGM”) as soon as practicable and submitting a
fully independent slate of Directors to be
approved by shareholders.
Votes for Stratasys’ 2023 Annual General Meeting
must be received by 11:59 p.m., Eastern time, on Monday, August
7th, 2023 for Record Shareholders or voting instruction form
for Street Holders, online at www.proxyvote.com or by phone. If you
are a record shareholder and send in your proxy card directly to
Stratasys’ registered Israeli office, it must be received at least
four hours prior to the appointed time for the Meeting (i.e., 11:00
a.m., Israel time, on Tuesday, August 8th).
Additional 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.
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
FOR INFORMATION ON VOTING FOR STRATASYS’ 2023
ANNUAL GENERAL MEETING, CALL INNISFREE M&A INCORPORATED
TOLL-FREE AT (800) 422-8620 (US AND CANADA) OR (412) 232-3561 (ALL
OTHER COUNTRIES)
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 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:
its intention to replace the current Board of Stratasys with its
own nominees; its plans for Stratasys upon the successful
replacement of its current Board; its plans to pursue industry
consolidation transaction upon replacement of the current Board of
Stratasys and upon completion of the special tender offer; and its
commitment to convene an EGM to propose a fully independent slate
of directors if Stratasys does not enter into a strategic
transaction shortly following Nano’s directors being elected.
Because such statements deal with future events and are based on
Nano Dimension’s current expectations, they are subject to various
risks and uncertainties. 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 Securities
and Exchange Commission (“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 CONTACT
Kal Goldberg / Bryan Locke / Kelsey Markovich |
NanoDimension@fgsglobal.com
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