Stratasys has stated it intends to advise shareholders of the Board's position regarding Nano Dimension's revised tender offer within ten business days of June 27.
Nano Dimension announced yesterday a revised proposal of 20.05 USD per share of Stratasys, with the company hoping to purchase between 31.9% and 36.9% of the company's outstanding ordinary shares. This has been reduced from between 38.8% and 40.8%, with Nano Dimension suggesting 8% of outstanding shares (4,874,887 shares validly tendered and not properly withdrawn pursuant to the offer + 899,973 tendered pursuant to Notices of Guaranteed Delivery) were tendered into its initial offer by 11:59 p.m., New York time, on June 26, 2023. With this revised proposal, Nano Dimension has extended the offer period until 5:00 p.m., New York time, on July 24, 2023, unless further extended or earlier terminated.
The Stratasys Board unanimously rejected Nano Dimension's previous unsolicited partial tender offer to acquire between 38.8% and 40.8% of shares not already owned by Nano Dimension for 18.00 USD per share in cash. Having reviewed that initial partial tender offer, the Board of Stratasys concluded it 'substantially undervalued the company' and was 'not in the best interests of Stratasys shareholders.'
Nano Dimension first expressed its interest in Stratasys through the acquisition of 12% of Stratasys shares just under 12 months ago, becoming the largest single shareholder. The company suggested it 'wouldn't necessarily pursue' a full takeover of Stratasys at the time, but since the turn of the year has made multiple attempts to negotiate with the Stratasys Board, before announcing its partial tender offers. Nano Dimension has also been fighting its own battle, with largest shareholder Murchinson making attempts to gain control of the company.
As with 3D Systems' latest takeover attempt, Stratasys has confirmed its Board of Directors will carefully review and evaluate the Revised Offer to determine the course of action that it believes is in the best interests of the Company and Stratasys shareholders. Stratasys shareholders are advised to take no action at this time pending the Stratasys Board’s review and evaluation of the Revised Offer.
In May, Stratasys entered into a merger agreement with Desktop Metal, which is expected to close before the end of the year, and would leave existing Stratasys shareholders owning approximately 59% of the combined company, and legacy Desktop Metal stockholders owning approximately 41% of the company. Both Nano Dimension and 3D Systems are putting forward proposals which would see their respective shareholders own the majority of the shares in any merger.
Stratasys intends to inform its shareholders of its position on the latest Nano Dimension offer by Monday July 10.
