Stratasys to engage in discussions with 3D Systems, rejects Nano Dimension’s offer
July 17, 2023
Stratasys Ltd has announced that, following a consultation with its own financial advisor and outside legal counsel, its board of directors has unanimously determined that the revised offer from 3D Systems submitted July 13 ‘would reasonably be expected to result in a Superior Proposal’ to the original merger agreement between Stratasys and Desktop Metal. The company stated that it intends to engage in discussions with 3D Systems, subject to the requirements of the Desktop Metal merger agreement.
Stratasys, however, added that it currently remains bound by the terms of the original Desktop Metal merger agreement, and Stratasys’ Board had not determined that 3D Systems’ revised proposal does in fact constitute a ‘Superior Proposal’ as defined. It stated that Stratasys Board had not changed its unanimous approval, recommendation and declaration of advisability of the transaction with Desktop Metal.
To determine whether 3D Systems would ultimately make a ‘Superior Proposal’, Stratasys stated it must first conduct proper due diligence on 3D Systems’ business and prospects. This was said to include examining the forecasted $100 million of synergies, along with 3D Systems’ expected revenue growth and profitability.
In a further press release, Stratasys also stated that its board of directors unanimously rejects the revised offer made by Nano Dimension on July 10th. Stratasys said that after consultation with its independent financial and legal advisors, the revised offer substantially undervalued the company as a whole and is not in the best interests of all Stratasys shareholders.
The Stratasys board of directors recommended that, as well as rejecting the revised partial offer, shareholders should deliver a ‘Notice of Objection’ against the partial offer. Unlike tender offers in the United States, under Israeli rules, Nano’s partial tender offer would fail if the shares represented by submitted ‘Notices of Objection’ are greater than or equal to the number of shares tendered in the offer.
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