Nano Dimension intends to discontinue its Stratasys Special Tender Offer and withdraw director nominees for Stratasys Board

July 31, 2023

Nano Dimension has announced the cessation of its $25 per share all-cash special tender offer and efforts to replace Stratasys’ board of directors. Yoav Stern, Chairman and CEO of Nano Dimension, shared the following statement:

“We began our efforts to structure a friendly transaction with Stratasys with a clear focus on generating value for both companies’ shareholders. While we continue to believe that a combination of our companies has both strategic and financial merit – particularly given our offer provides far more certainty and guaranteed immediate $25 per share all-cash value, better than any other alternative currently available to Stratasys shareholders – this idea was rejected by an entrenched Stratasys board intent on manipulating the facts and preventing its shareholders from making their own decisions regarding our offer. We believe that our efforts to convince a sufficient number of Stratasys’ shareholders that their entrenched board will continue its track record of leading the company toward new disasters has fallen short.”

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Stern continued, “Most of the investors of Stratasys have clearly indicated to us that the potential overhang of the shareholder rights plan (’poison pill’) makes tendering their shares too risky, in spite of our superior $25 all-cash per share offer. The Stratasys board’s stance makes it clear that the poison pill is there to stay and will continue to block shareholders from having an opportunity to tender their shares. Furthermore, a timely declaratory judgment regarding the poison pill by the Israeli Court – thanks to Stratasys’ request of the Judge – will not occur until late in this fall, long after the expiration of Nano’s special tender offer. Finally, replacing a majority of Stratasys’ entrenched board will not be achievable. Taking all this into account, we intend to ‘stand down’ on Stratasys. We shall continue with our alternative active M&A plans.”

“We intend to review our investment in Stratasys, including a possible sale of all our existing 14.1% holdings in the open market. We see significant alternatives ahead in a highly fragmented industrial markets’ landscapes, and we expect to leverage the strength of our financial position and growth product & technologies in AME, AM, Materials, Ink Services and Additive Electronics as we pursue our backlog of M&A opportunities and expect to maintain the organic growth (approximately 50% over the last 4 quarters) and drive shareholder value,” Stern concluded.

The conditions of Nano Dimension’s special tender offer included the redemption or termination of the potential overhand of the shareholder rights plan and so shared that it does not expect the conditions of its special tender offer to be met or to waive such conditions to accepting tendered shares. Nano does not intend to further extend the special tender offer period.

Nano also shared that it no longer believes that it is practical to pursue the election of its nominees to the Stratasys Board and so is withdrawing its nominees.

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