Stratasys Ltd, headquartered in Eden Prairie, Minnesota, USA, and Rehovot, Israel, has announced that its board of directors has unanimously adopted a limited-duration shareholder rights plan. The news follows the announcement that Nano Dimension acquired a 12% stake in the company earlier this month.
The adoption of this rights plan is intended to protect the long-term interests of Stratasys and its shareholders and enable them to realise the full potential value of their investment in the company. The rights plan is designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over, Stratasys through the open-market accumulation of the company’s shares without appropriately compensating all Stratasys shareholders for control.
It was stated that the rights plan is not intended to prevent or interfere with any action with respect to Stratasys that the board determines to be in the best interests of the company and its shareholders. Instead, it will position the board to fulfil its fiduciary duties on behalf of all shareholders by ensuring that the board has sufficient time to make informed judgments about any attempts to control or significantly influence Stratasys. The rights plan will encourage anyone seeking to gain a significant interest in Stratasys to negotiate directly with the board prior to attempting to control or significantly influence the company.
The rights plan is similar to those adopted by other publicly traded companies, explains Stratasys. Pursuant to the rights plan, Stratasys will issue one right for each ordinary share outstanding as of the close of business on August 4, 2022. While the rights plan is effective immediately, the rights generally would become exercisable only if an entity, person or group acquires beneficial ownership of 15% or more of Stratasys’s outstanding ordinary shares in a transaction not approved by the company’s board of directors.
In that situation, each holder of a right (other than the acquiring entity, person or group) will have the right to purchase one ordinary share at a purchase price of $0.01 per share. In addition, at any time after an entity, person or group acquires 15% or more of the company’s ordinary shares, Stratasys’s Board of Directors may exchange one ordinary share of the company for each outstanding right (other than rights owned by such entity, person or group, which would have become void).
The Rights Plan has a 364-day term, expiring on July 24, 2023.