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 released a
video in which Yoav Stern, Chairman and Chief Executive Officer of
the Company, addresses Stratasys Ltd. (Nasdaq: SSYS)
(“Stratasys”) shareholders, highlighting the advantages of its
special tender offer over Stratasys’ merger with Desktop Metal Inc.
(NYSE: DM) (“Desktop Metal”) and the unsolicited proposal from 3D
Systems Corp. (NYSE: DDD) (“3D Systems”).
Click here to watch the
video: https://youtu.be/B0Q6FFcYjYs
In the video, Mr. Stern reiterates the following compelling
points regarding Nano Dimension’s special tender offer:
- Nano offers the certainty of cash versus uncertainty of
dilution.
- Nano’s $18.00 per share special tender offer
delivers certain, near-term premium and
all-cash value to Stratasys shareholders.
- Nano’s offer provides more
certainty than the Desktop Metal
merger or the 3D Systems unsolicited proposal. With approximately
$1 billion in cash and cash equivalents, Nano has the financial
capacity to complete the special tender offer, which is not subject
to Nano shareholders’ approval.
- Nano has a clear vision and
path to establish a market leader in Additive
Manufacturing and deliver strong bottom-line results for
shareholders.
- Nano will focus on gross margins, EBITDA and earnings-per-share
profitability to create lasting
value for Stratasys’ shareholders.
- In contrast, Stratasys
management continues to make
empty promises of becoming “a billion-dollar
company,” only to deliver further cash burn and value
destruction.
- Change within Stratasys is needed NOW.
Stratasys needs better
leadership, operators and
decision-makers that will optimize the business to realize
its potential.
- Nano has demanded that the Stratasys Board call an
Extraordinary General Meeting for the purpose of
removing a majority of the Stratasys Board of Directors and
replacing them with highly qualified nominees proposed by
Nano.
- Nano believes such action is vital to prevent further
value destruction.
All of the information related to the special tender offer,
including the benefits of the special tender offer to Stratasys’
shareholders and the strategic rationale for the special tender
offer, can be found on the dedicated website, at
http://www.stratasysvaluenow.com.
For information on how to tender, please contact Georgeson
toll-free at (877) 668-1646.
Nano Dimension has filed with the SEC a tender offer statement
on Schedule TO, including an offer to purchase, which provides the
terms and conditions of the special tender offer. The special
tender offer will expire at 11:59 p.m. EDT on Monday, June
26, 2023, unless extended or earlier terminated in
accordance with the offer to purchase and the applicable rules and
regulations of the SEC and Israeli law. The closing of the special
tender offer is subject to certain conditions, including that at
least 5% of the issued and outstanding Stratasys shares are validly
tendered and not properly withdrawn, at least 53% of the issued and
outstanding Stratasys shares when aggregated with the Stratasys
shares held by Nano are validly tendered and not properly
withdrawn, and the Stratasys Board redeems its Rights Plan, dated
July 25, 2022 and any Rights that may be issued and outstanding
thereunder or Nano being satisfied in its sole discretion that the
Rights will not become exercisable as a result of the tender offer,
as described in the tender offer materials, including the offer to
purchase, a related letter of transmittal and other tender offer
documents.
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. 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
the potential benefits and advantages of the special tender offer,
the expiration time and date for the special tender offer, the
timing and potential benefits of the Extraordinary General Meeting
of Stratasys, potential for growth and value creation opportunities
as a result of the special tender offer and the integration of
Stratasys and the Company, and the comparative benefits of the
Company’s tender offer weighed against the anticipated outcomes of
the alternative transactions between Stratasys and Desktop Metal
and between Stratasys and 3D Systems, respectively. 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 CONTACTSKal Goldberg /
Bryan Locke / Kelsey Markovich
| NanoDimension@fgsglobal.com
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