Nano Dimension has released a video on its YouTube channel, as well as issuing an accompanying press release, “setting the record straight” for Stratasys shareholders.
In the video, the 24th instalment in the “Lets Talk” series on the company’s channel, CEO and Chairman of Nano Dimension Yoav Stern reiterates to the shareholders why Nano believes they should tender their shares into the special tender offer, and vote for the slate of nominees put forward by Nano to the Stratasys board.
In the YouTube video Stern spoke about Stratasys shareholders interested in tendering shares who spoke with Nano Dimension: “All of them, maybe bar one or two are every excited about a $25 a share offer, but are nervous about what is called the stub. The stub is what you will be left with. But hey, you don’t have a risk, tender your shares, on the 31st of July we will announce the percentage that has been tendered.
“If up to 50% are tendered, 36% for us, then you know you will have no stub, all your shares will be bought. Only if more than that are tendered then you will have a stub staying in your hands. So you have zero risk. And a stub is not really a stub, a stub means you are staying my partner.”
Stern expanded on a detail from Nano’s press release that came with the announcement of the upping of the tender offer to 25 USD per share, about the company selling all its Stratasys shares if the tender offer were to not close.
In regards to the tender offer Stern said: “So what will happen if this doesn’t happen? We shall pass. We shall pass and we will sell the shares. At the price the share is now we make a lot of money, and I will be sorry about it, but its better to be sorry and make a lot of money than to be sorry and lose money, and we won’t be able to be partners. That is against my honest interest, which is backed by the board, we wanted to be full partners and were rejected, rejected, rejected.”
Read more:
A complete timeline of the Stratasys + Nano Dimension + Desktop Metal + 3D Systems story (so far)
Nano says it is setting the record straight due to “brazenly misguided commentary” from Stratasys, and reiterates that Stratasys shareholders should “elect Nano’s highly qualified nominees to replace Stratasys’ entrenched board of directors”.
Nano Dimension also claims that the current Stratasys Board directors are “self-interested” and that the Nano nominees are “committed to generating value”. The company also claims that Stratasys “had to be ‘reminded’ by Nano about its legal requirement” to allow shareholders to vote for directors individually, versus voting for either the entire Stratasys slate or the entire Nano Dimension slate.
Both Nano Dimension and Stratasys director candidates are now permitted to stand for election at the upcoming Stratasys AGM on August 8, 2023.
Nano, similarly to previous statements about the Stratasys Board, says that although the candidates are highly qualified, during their time on the board they have overseen “significant value destruction”.
As stated in its news release on July 20, Nano Dimension says it fully recognises that the Stratasys Board should be comprised of a majority of independent directors, and following a “successful replacement” of the current Stratasys directors with the Nano nominees, it intends to take steps to appoint independent directors to represent Stratasys’ shareholder interests in the long term, at which time Nano’s nominees would “cycle off the board”.
Nano also reiterates that its director nominees are intended as an “interim but urgently needed solution” to prevent “further value destruction” by the Stratasys Board.
Nano’s press release also includes the company advising Stratasys shareholders to “not be fooled by Stratasys’ false claims that Nano is seeking to seize control of Stratasys without paying a premium” or that the shareholders risk getting “trapped” with shares that are to able to be tendered.
In more detail than previous news releases, Nano Dimension has openly declared its intention to purchase the rest of the Stratasys shares that it would not acquire with the tender offer in the open market, if possible, or to pursue a negotiated combination of Stratasys with 3D Systems or other candidates for “industry consolidation.”
Nano says the “ill-conceived and dilutive” transaction with Desktop Metal would present “significant uncertainty” and “tremendous risk of depletion of all Stratasys’ cash”, claiming that both Stratasys and Desktop Metal “continue to lose cash on a quarterly basis”.
The full news release from Nano Dimension released in accompaniment to the YouTube video can be found here.
