Nano Dimension has commenced an all-cash special tender offer to purchase between 38.8% and 40.8% of the outstanding shares of Stratasys for 18.00 USD per share in cash.
The successful completion of the special tender offer would result in Nano Dimension owning between 53-55% of the outstanding shares, inclusive of the 14.2% of shares Nano Dimension already owns.
Stratasys has today announced a definitive agreement with Desktop Metal to merge the businesses at a value of 1.8 billion USD. Should this deal complete in Q4 2023, Stratasys shareholders will own 59% of the combined company and Desktop Metal shareholders will own 41%.
Nano Dimension has previously had three takeover attempts knocked back by the Stratasys Board of Directors, and has moved to present an offer directly to Stratasys shareholders despite Stratasys still having a shareholders rights plan in place. It previously announced it was prepared to commence this special tender offer in April.
“As we had previously indicated to the Stratasys Board, given their continued refusal to engage in negotiations, we have decided to present our offer directly to Stratasys’ shareholders,” said Yoav Stern, Nano Dimension’s Chairman and CEO. “We believe our offer delivers certain all-cash value to Stratasys’ shareholders at a premium in excess of what Stratasys can deliver to its shareholders. We look forward to successfully completing the special tender offer as we continue to execute on our strategic plan to drive value creation for customers and shareholders and to create a preeminent leader in the rapidly growing AM market.”
The special tender offer will expire at 11:59pm EDT on Monday, June 26th, 2023, unless extended or earlier terminated in accordance with the proposed 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including that at least 5% of the issued and outstanding Stratasys shares are validly tendered and not properly withdrawn, at least 53% of the issued and outstanding Stratasys shares when aggregated with the Stratasys shares held by NANO are validly tendered and not properly withdrawn, the Stratasys board of directors redeem its Rights Plan, dated July 25, 2022 and any Rights that may be issued and outstanding thereunder or NANO being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.
