Nano Dimension has announced it has increased its special tender offer price for Stratasys shareholders from 18.00 USD to 20.05 USD per share in cash and has extended the offer period. As announced in previous Nano Dimension statements, Stratasys shareholders had until 11:59pm EDT on June 26 to tender shares into the offer. This has now been extended to 5pm EDT July 24.
Nano has also changed the percentage of Stratasys shares being sought in the offer from between 38.8% and 40.8% to between 31.9% and 36.9% of the outstanding ordinary shares of Stratasys.
According to Nano Dimension, the increased price represents a premium to all relevant Stratasys historical trading levels, including a 54.4% premium to the unaffected 60-day VWAP as of March 3, 2023. Nano says it believes its special tender offer is the only alternative available to Stratasys shareholders that provides ‘certain, near-term cash’ at a ‘compelling’ premium and provides the quickest path for the shareholders to realise premium value.
Nano says the offer period has been extended until 5:00pm EDT on July 24, unless further extended or earlier terminated, to provide shareholders with the opportunity to evaluate the increased offer and tender shares, as well as to facilitate the ongoing review by the Committee on Foreign Investment in the United States.
Nano says this review has been delayed due to a lack of responsiveness in providing requisite information, and to allow for the completion of the regulatory review process under the Hart-Scott-Rodino Act.
The Hart-Scott-Rodino Act was passed in 1976 and is a set of amendments to the antitrust laws of the United States. The act established the federal premerger notification program, which provides the U.S Federal Trade Commission (FTC) and the Department of Justice (DOJ) with information about large mergers and acquisitions before they occur. Parties cannot complete certain mergers, acquisitions, or transfers of securities or assets until a detailed filing has been made with the FTC and DOJ and those agencies have determined the transaction will not adversely affect U.S. commerce under the antitrust laws (competition laws).
More information on the Hart-Scott-Rodino Act can be found on the FTC website here.
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The successful implementation of the special tender offer would increase Nano Dimension’s ownership of Stratasys to between 46% and 51% of the outstanding ordinary shares of Stratasys, inclusive of the approximately 14.1% of the shares that Nano currently owns.
In its statement about the increased offer, Nano also reiterated its previously announced preview of its first quarter financial results, which are scheduled to be announced officially before the market opens on Thursday June 29, 2023. The company said it reported revenues of 14.97 million USD in Q1 of 2023, which it says is a 43% increase over Q1 of 2022.
Nano Dimension says that based on information provided by the Computershare Trust Company, N.A., the depositary for the tender offer, as of 11:59pm EDT on June 26, 2023, 4,874,887 Stratasys shares had been validly tendered and not properly withdrawn pursuant to the offer, and approximately 899,973 Stratasys shares had been tendered pursuant to Notices of Guaranteed Delivery.
Nano Dimension says that it will amend its tender offer statement on schedule to be filed with the Securities and Exchange Commission (SEC) and will disseminate a supplement to the offer to purchase to Stratasys shareholders.
Earlier in 2023, Stratasys had three all-cash bids rejected in its attempted takeover of Stratasys, the first worth 1.1 billion USD, the second worth 1.2 billion USD, and the third worth 1.22 billion USD.
