Nano Dimension Announces Preliminary All Cash Proposal to Acquire Stratasys for $16.50 per share
24 December 2023 - 1:00AM
Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension”, or “Nano” or
the “Company”), a leading supplier of Additively Manufactured
Electronics (“AME”) and multi-dimensional polymer, metal &
ceramic Additive Manufacturing (“AM”) 3D printers, today announced
that it has submitted a preliminary all cash proposal to the Board
of Directors of Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) to
purchase all the outstanding shares of Stratasys that it does not
currently own for $16.50 per share in cash, with an ability to
increase its price subject to due diligence. This proposal
represents a 40% premium from the volume-weighted average Stratasys
share price since September 28, 2023, the day that Stratasys
announced that its Board of Directors initiated a process to
explore strategic alternatives for the Company, including a
potential sale.1
Notwithstanding the public announcement from
Stratasys that it intended to launch a comprehensive strategic
review, Nano Dimension’s standing as the largest single shareholder
of Stratasys, Nano Dimension’s current liquidity profile including
over $800 million of net cash, and Nano Dimension’s publicly
announced prior attempts to acquire Stratasys, Nano Dimension has
not been approached by Stratasys or its representatives during
Stratasys’ strategic alternatives assessment. To this end, a public
press release announcing Nano Dimension’s intent is believed to be
required.
Following the proactive submission of its
proposal to acquire Stratasys, Nano Dimension is willing to
immediately enter customary transaction-related documentation
required to complete confirmatory due diligence and seeks to do so
in the immediate future. Given Nano Dimension’s deep understanding
of Stratasys and the AM industry, only a short due diligence period
is expected to be required by the Board of Nano Dimension.
In addition to financing the proposal with
available cash on hand, Nano Dimension has entered discussions with
financing sources to support any transaction, should such support
be needed, and there is no financing contingency to the proposal.
The proposal is subject to the completion of a satisfactory
confirmatory due diligence process and the negotiation and
execution of a mutually satisfactory definitive acquisition
agreement. There is no guarantee that an acquisition will be
completed.
Since the Israel-Hamas war began on October 7th,
senior leadership at Nano Dimension have been consumed with
ensuring that its business and its employees are safe, protected,
and supported. Conscious that Stratasys itself also has a
significant presence in Israel, Nano Dimension has sought to
minimize unnecessary disruption. As time has passed and with the
foundation of many Israel-based companies firmly stabilized, Nano
Dimension can now continue with its publicly stated strategy of
acquiring leading AM companies to create the best-in-class market
leader for the next generation of development.
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is to
transform existing electronics and mechanical manufacturing into
Industry 4.0 environmentally friendly & economically efficient
precision additive electronics and manufacturing – by delivering
solutions that convert digital designs to electronic or mechanical
devices - on demand, anytime, anywhere.
Nano Dimension’s strategy is driven by the
application of deep learning based AI to drive improvements in
manufacturing capabilities by using self-learning &
self-improving systems, along with the management of a distributed
manufacturing network via the cloud.
Nano Dimension serves over 2,000 customers
across vertical target markets such as aerospace & defense,
advanced automotive, high-tech industrial, specialty medical
technology, R&D and academia. The company designs and
makes Additive Electronics and Additive Manufacturing 3D
printing machines and consumable materials. Additive Electronics
are manufacturing machines that enable the design and development
of High-Performance-Electronic-Devices (Hi-PED®s). Additive
Manufacturing includes manufacturing solutions for production of
metal, ceramic, and specialty polymers-based applications - from
millimeters to several centimeters in size with micron
precision.
Through the integration of its portfolio of
products, Nano Dimension is offering the advantages of rapid
prototyping, high-mix-low-volume production, IP security, minimal
environmental footprint, and design-for-manufacturing capabilities,
which is all unleashed with the limitless possibilities of additive
manufacturing.
For more information, please visit
www.nano-di.com.
Forward Looking Statements
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995 and other
Federal securities laws. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” and similar
expressions or variations of such words are intended to identify
forward-looking statements. For example, Nano Dimension is using
forward-looking statements in this press release when it discusses
the acquisition proposal and consideration and other terms and
financing of such proposed acquisition, potential benefits and
advantages of the proposed acquisition, the negotiation of a
definitive agreement and growth and value creation opportunities.
Because such statements deal with future events and are based on
Nano Dimension’s current expectations, they are subject to various
risks and uncertainties. The execution of a definitive acquisition
agreement between Nano Dimension and Stratasys would be subject to
approval by each company’s Board of Directors and completion of the
transaction would be subject to customary closing conditions,
including the receipt of required regulatory approvals and approval
of Stratasys shareholders. Actual results, performance, or
achievements of Nano Dimension could differ materially from those
described in or implied by the statements in this press release.
The forward-looking statements contained or implied in this press
release are subject to other risks and uncertainties, including
those discussed under the heading “Risk Factors” in Nano
Dimension’s annual report on Form 20-F filed with the Securities
and Exchange Commission (“SEC”) on March 30, 2023, and in any
subsequent filings with the SEC. Except as otherwise required by
law, Nano Dimension undertakes no obligation to publicly release
any revisions to these forward-looking statements to reflect events
or circumstances after the date hereof or to reflect the occurrence
of unanticipated events. References and links to websites have been
provided as a convenience, and the information contained on such
websites is not incorporated by reference into this press release.
Nano Dimension is not responsible for the contents of third-party
websites.
NANO DIMENSION INVESTOR RELATIONS
CONTACT
Investor Relations | ir@nano-di.com
NANO DIMENSION MEDIA
CONTACTS
Kal Goldberg / Bryan Locke / Kelsey Markovich
| NanoDimension@fgsglobal.com
____________________________________
1 Since the September 28, 2023, announcement date by the
Stratasys Board of Directors to pursue strategic alternatives, SSYS
share price has had a volume-weighted average share price of
$11.75. Per Bloomberg.
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