TCT Magazine
Stratasys has announced that independent proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis) have recommended that Stratasys shareholders vote for the re-election of the current Stratasys Board members, and against the election of each of Nano Dimension’s nominees in connection with the 2023 Stratasys Annual General Meeting of shareholders on August 8, 2023.
In Stratasys’ statement announcing the recommendations from the firms it said:
In its report dated July 27, 2023, ISS noted:
- “In this case, the dissident slate itself lacks independence, as it is primarily composed of the dissident's executives, who owe their professional loyalty to the dissident's Chair/CEO Stern. The dissident appeared to concede as much in its July 20, 2023 press release in which it stated that it would eventually replace its nominees with independent directors.”
- “…the fact that all but one of the nominees is an executive of NNDM raises concerns over their independence that are difficult to reconcile.”
- “Given that the board as currently constituted appears to have responded appropriately to the most recent incoming acquisition proposals, and that the election at this AGM of dissident nominees - most of whom are executives of a hostile bidder - would seem to be of limited value in ensuring an objective assessment of the available alternatives, votes are warranted for the full management slate.”
In its report dated July 25, 2023, Glass Lewis noted:
- “...we do not find Nano Dimension to have presented a convincing case that any of its director nominees would be superior to the incumbent directors, particularly given the fact that six of the seven Dissident Nominees are executives of Nano Dimension, which itself exhibits performance and governance issues which we consider to be more concerning than those observed at Stratasys, particularly as it pertains to Mr. Stern, and would be cause for conflicts of interests in the event that they are elected to the Stratasys board.”
- “…as it pertains to independence, we maintain our view that seven of the eight incumbent Stratasys directors are independent, despite the Dissident’s claims, and also question the Dissident’s rationale for raising concerns with the fact that three Stratasys directors have a shared affiliation at Scodix, while not acknowledging the irony implicit in the fact that 86% of its own director nominees have a shared affiliation at Nano Dimension, which in our eyes would represent a more serious conflict of interest given that Stratasys and Nano Dimension are clear competitors, in addition to the fact that Nano Dimension has an outstanding partial tender offer for the Company.”
Also included in the news release from Stratasys detailing the reports was the following statement: “We are pleased that both ISS and Glass Lewis support the re-election of ALL of Stratasys’ independent and highly qualified director nominees. These positive recommendations reaffirm that Stratasys’ director nominees are best qualified to oversee the Company’s continued progress on its growth trajectory and create shareholder value in the near, mid and long term.
“Nano Dimension Ltd.’s (“Nano”) director nominees are unqualified, not independent and have a track record of value-destructive behaviours. Even Nano itself acknowledges the drawbacks of its own director nominees, claiming, in a highly unusual statement, that it will appoint different directors “for the long term” and its nominees “would cycle off the Board” over time. So why would the Stratasys shareholders vote for Nano's nominees who are just temporary placeholders for Stern?
“To be absolutely clear, voting for Nano’s nominees would enable Nano to effectively take control of Stratasys without paying Stratasys shareholders, irrespective of Nano’s coercive partial tender offer. Nano’s nominees could replace Stratasys’ highly experienced management team, force Stratasys into a value-eroding business combination, or block Stratasys from engaging in discussions regarding any transactions that would maximize value for Stratasys shareholders.”
Stratasys released the statement on July 27, the same day that 3D Systems announced a target date for the completion of merger agreement discussions with the company.
Read more:
A complete timeline of the Stratasys + Nano Dimension + Desktop Metal + 3D Systems story (so far)
3D Systems announces date for completion of Stratasys merger discussions
Nano Dimension “sets the record straight” for Stratasys shareholders with video message from CEO
