Nano Dimension has announced an increase to the price of its special tender offer in its attempted takeover of Stratasys from 20.05 USD to 24.00 USD per share in cash. The percentage of outstanding Stratasys ordinary shares being sought in the revised offer, as well as the offer period, both remain unchanged, Nano is still seeking to acquire between 31.9% and 36.9% of the shares.
Stratasys shareholders have until 5:00pm EDT on July 24, 2023 to tender shares into the offer. In Stratasys’ response to the new offer, the company said it would review the offer consistent with its fiduciary duties, and in consultation with its independent and legal advisors, and determine a course of action in the best interests of the company and its shareholders.
Stratasys says it intends to advise shareholders of its board’s position regarding the revised offer within ten business days.
The company has previously rejected multiple all-cash takeover offers, and rejected various tender offers. After each of the previous tender offers, Stratasys advised its shareholders to not tender any shares and to file a notice of objection against the offer. The company also said that after evaluation of the previous tender offers, the board concluded that they ‘substantially undervalued’ the company and were not in the best interests of its shareholders.
Nano Dimension says that tendering shares into the offer will deliver 220% more cash to Stratasys shareholders in the near-term than ‘any currently available’ alternative, including the cash from a proposed 3D Systems deal. Nano also says that the offer preserves the ability to generate further value creation through strategic merger and acquisition opportunities.
Nano Dimension says that as the largest shareholder of Stratasys, it intends to support a review of ‘strategic alternatives’ to enhance shareholder value, including through industry consolidation, possibly through a merger with 3D Systems should the tender offer be successfully completed.
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The successful completion of the tender offer would increase Nano Dimension’s ownership of Stratasys to between 46% and 51% of the outstanding ordinary shares, inclusive of the approximately 14.1% of the shares that Nano already owns.
In Nano Dimension’s statement about the offer, it says that it opposes Stratasys’ combination with Desktop Metal, which it describes as “highly dilutive”. The company also claims that the merger “greatly overvalues Desktop Metal’s cash burning business”.
Nano Dimension has nominated seven directors that it says have an “extensive record of value creation” for election to the Stratasys Board of Directors at the Stratasys Annual General Meeting (AGM) to be held on August 8, 2023. The company says that the names are nominated with the intention of replacing the majority of the Stratasys board. Nano also adds that it believes the current Stratasys board has neglected its fiduciary duties to the detriment of Stratasys shareholders’ interests.
The nominees are Ze’ev Holtzman, founder of investment banking firm Giza; Zivi Nedivi, former CEO of Cyalume Technogies and Kellstrom Industries as well as former COO of Lumenis Ltd; Hanan Gino, former CEO at Security Systems and Kitov Systems; Tomer Pinchas, former CFO of Kryon Systems, myThings and DVTEL INC; Nick Geddes, founder of Global Inkjet Systems; Yael Sandler, who has experience in leading finance and operations roles for public and private companies; and Yoav Stern, the current Chairman and CEO of Nano Dimension.
In Stratasys’ acknowledgment of the increased offer, it said that its board has not changed its unanimous approval, recommendation and declaration of advisability of the previously announced transaction with Desktop Metal.
