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 shareholders of Stratasys Ltd. (Nasdaq: SSYS)
(“Stratasys”):
Nano Dimension has increased its special
tender offer price (the “Offer”) to $25.00 per share from $24.00,
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 expiration date of the offer period has been
extended to 5:00 p.m., New York Time, on July
31st, 2023 (unless further extended or earlier
terminated).
- Tendering shares to Nano will deliver 233% more
cash to Stratasys shareholders in the near-term than any
currently available alternative and preserves the ability to
generate future value creation through strategic M&A
opportunities.
- The increased price represents a
significant premium to all relevant Stratasys historical
trading levels, including a 93% premium to the unaffected
60-day average share price4. 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
the quickest path for Stratasys shareholders to realize value.
- 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.
- Nano offer provides guaranteed cash and more certainty
than any other option available to Stratasys
shareholders.
- Nano also announced yesterday that the required waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 (“HSR”) in connection with its proposed special
tender offer of Stratasys had expired and no further regulatory
review by U.S. antitrust authorities is required in connection with
the Offer.
- Nano believes the current terms of 3D
Systems, Inc. (NYSE: DDD) (“3D Systems”) offer is
misleading, not in the best interests of Stratasys’
shareholders, and present significant Share PRICE
uncertainty and transaction closing
risk.
- Nano believes that the latest 3D Systems
offer’s value is inflated by an
unsustainable 3D Systems share
price.
- On a 30- , 60-, 90- and 180-day VWAP basis, 3D
Systems offer is worth barely $22 per share,
substantially below Nano’s $25.00 all-cash
offer. Additionally, since 3D Systems’ latest offer on
July 13th, 2023, its share price has declined 6%5,
further highlighting the significant value uncertainty of the
majority stock consideration of 3D Systems’ offer, as outlined
below:
Notes: 3D Systems Historical Price represents 30-,
60-, 90- and 180-day VWAPs; Calculation assumes 3D Systems offer on
July 13, 2023, for $7.50 cash and 1.5444 3D Systems shares for one
Stratasys share
- Actually, 3D Systems’ Proposal is worth Only $7.50 per
share in cash. The rest is an uncertain value as
$14.50 in 3D Systems shares is not necessarily a realistic
value:
- Since the price of 3D Systems’ shares may sink
before, during and long after the 3D/Stratasys transaction, as a
result of the huge expected dilution (doubling the amount of 3D
Systems shares in order to acquire Stratasys), as described
below:
- 3D Systems’ offer will nearly fully deplete its cash
position and the combined company will need to raise
capital promptly (as indicated by 3D Systems’ recent shelf
registration filing). The capital will likely be raised at a share
price discount, which will create additional pressure on 3D
Systems’ stock price and result in further dilution and value
destruction to 3D Systems and Stratasys shareholders.
- 3D Systems’ offer has execution risk as it will require
shareholder votes from both companies and regulatory review.
- As Stratasys’ largest shareholder, 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.
Following the successful
completion of the special tender offer, as the largest shareholder
of Stratasys, Nano Dimension intends to support a review of
strategic alternatives for Stratasys to further enhance shareholder
value, including through industry consolidation, possibly
through a negotiated combination with 3D Systems
OR: increasing Nano’s ownership of Stratasys to
100%.
o Following the
successful consummation of Nano’s Special Tender Offer,
Nano intends to explore various strategic
alternatives, including but not limited to:
(1) pursuing a
negotiated combination of Stratasys with 3D Systems at appropriate
terms, and/or (2) purchasing the remaining
portion of Stratasys to reach 100% ownership as soon as practical
and permissible by U.S. and Israeli law.
o Completing a
transaction for all of Stratasys is a step in NANO’s
broader industry consolidation strategy, focused on
profitability and cash generation to drive value for all
shareholders.
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.
Based on information provided by Computershare
Trust Company, N.A., the depositary for the tender offer, as of
5:00 p.m., New York time, on July 17th, 2023, 4,100,607 Stratasys
shares had been validly tendered and not properly withdrawn
pursuant to 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 and extended offer period.
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, possibly through a negotiated combination with 3D
Systems following the successful completion of the special tender
offer, and completing a transaction for all of Stratasys 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, 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, as amended and supplemented.
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
1 93% Premium to Unaffected 60-Day VWAP to the
unaffected price as of March 3rd, 2023 (before the recent
acquisition proposals for Stratasys)
2 93% Premium to Unaffected 60-Day VWAP to the
unaffected price as of March 3rd, 2023 (before the recent
acquisition proposals for Stratasys)
3 30-, 60-, 90- and 180-day Volume Weighted Average Price
(“VWAP”)
4 Unaffected 60-Day VWAP to the unaffected price as of March
3rd, 2023 (before the recent acquisition proposals for
Stratasys).
5 Share price performance based on July 12, 2023, closing price
of $10.73 and July 14, 2023 closing price of $10.07.
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