Nano Dimension to Vote “AGAINST” Stratasys’ Value-Destructive Merger with Desktop Metal; Urges Fellow Stratasys Shareholders to Join in Opposition
14 Setembro 2023 - 9:56AM
Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or the
“Company”), a leading supplier of Additively Manufactured
Electronics (“AME”) and multi-dimensional polymer, metal &
ceramic Additive Manufacturing (“AM”) 3D printers,
today announced that it
opposes and intends to vote
against Stratasys Ltd.
(Nasdaq: SSYS)
(“Stratasys”) proposed merger
with Desktop Metal Inc. (NYSE: DM) (“Desktop Metal”) and
urges fellow Stratasys
shareholders to join in casting votes
against the transaction at the company’s
Extraordinary General Meeting of Shareholders (the “Stratasys EGM”)
to be held on September 28, 2023. Nano Dimension is Stratasys’
largest shareholder and owns approximately 14.1% of Stratasys’
outstanding ordinary shares.
Yoav Stern, CEO of Nano Dimension, commented, “The opportunity
to vote on Stratasys’ proposed merger with Desktop Metal is quickly
approaching. We express to our fellow Stratasys shareholders our
deep conviction that this merger would be highly dilutive and
result in significant value destruction, sacrificing profitability
and financial flexibility of Stratasys for limited upside. We
intend to vote AGAINST the proposed merger. Abstaining or not
voting is not enough to show your opposition and we urge our fellow
Stratasys shareholders to join us in voting AGAINST the
transaction.”
Nano Dimension’s opposition to a merger of Stratasys with
Desktop Metal is based on the following rationale:
- Desktop Metal is a
cash-burning1 former special
purpose acquisition company (SPAC) that has underperformed
and destroyed substantial shareholder value. As of
September 13, 2023, Desktop Metal has lost
over $3.9
billion of
value, representing almost 90% of its equity
value, since becoming a public company in 2020.
- The proposed Desktop Metal merger is a defensive move
by an entrenched board
of directors
that would be highly dilutive to Stratasys
shareholders in the immediate term, leaving shareholders
with just 59% ownership of the combined company. Stratasys
shareholders would be giving away 41% ownership to buy a company
that is consistently losing money.
- Just weeks after rejecting Nano Dimension’s offer for
Stratasys, at over $25 per share, Stratasys plans to issue shares
at today’s value – which is less than half of the prior Nano
Dimension all cash offer which was rejected. This
directly contradicts Stratasys’
claim that its stock is undervalued. By using its ordinary shares
as consideration, cash-generating Stratasys would be paying
a premium price to acquire underperforming Desktop Metal,
sacrificing profitability and capital preservation for a
costly addition to the top-line.
- With the proposed Desktop Metal merger, Stratasys shareholders
are promised uncertain long-term value that relies on
ambiguous theoretical synergies and the unproven Desktop
Metal growth story, which are not offset by the announced cost
synergies.
- Instead of pursuing this expensive,
highly dilutive and
speculative transaction that contemplates the issuance of
new equity at today’s low valuations, the board of directors of
Stratasys should reconsider a genuine
exploration of the numerous offers the company has
received at valuations more than double the
current share price. Not doing so demonstrates a
neglect of the Stratasys board fiduciary duty and severe governance
malpractice.
Your vote is critical to preventing a value
destructive merger between Stratasys and Desktop Metal. Nano
Dimension urges shareholders to vote TODAY
“AGAINST” the proposed merger.
Votes must be received by 11:59 p.m., Eastern
time, on Wednesday, September 27, 2023. Holders of Stratasys
ordinary shares as of the close of business on August 24, 2023, are
entitled to vote at the Stratasys EGM.
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 StatementsThis
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 the potential
disadvantages and downsides of the proposed merger with Desktop
Metal. 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 execution of a definitive
merger agreement between Nano Dimension and Stratasys would be
subject to approval by each company’s Board of Directors and
completion of the transaction would be subject to customary closing
conditions, receipt of required regulatory approvals and approval
of Stratasys shareholders. 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
CONTACTInvestor Relations | ir@nano-di.com
NANO DIMENSION
MEDIA CONTACTKal Goldberg / Bryan
Locke / Kelsey Markovich
| NanoDimension@fgsglobal.com
1 2022 Desktop Metal NYSE:DM 10K – In thousands FY2022 Operating
Cash Flow (181,531); FY2021 Operating Cash Flow (155,048)
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