Nano Dimension has announced that it is prepared to commence a special tender offer targeting total ownership of at least 51% of the outstanding shares of common stock of Stratasys for 18.00 USD per share in cash, inclusive of the approximately 14.5% of Stratasys’ outstanding shares that Nano Dimension currently owns.
The offer is the same value per share as the initial takeover bid in March, a bid for all remaining shares, which totalled 1.1 billion USD and was rejected by Stratasys 12 days later. Nano Dimension said that it is willing to negotiate ‘in good faith’ a consensual transaction at its most recently announced offer, which it called its ‘best and final’ offer, of 20.05 per share, subject to receiving necessary diligence.
The company says that in the event of the Stratasys board continuing ‘unwillingness’ to engage with Nano Dimension, it is prepared to commence the special tender offer.
Nano Dimension also has announced its intention to seek relief from an Israeli court confirming that according to Israeli Companies Law, the Stratasys shareholder rights plan, or ‘poison pill’ as it is referred to by Nano, cannot be triggered in response to the special tender offer.
A shareholder rights plan, or ‘poison pill’, are takeover defence tools often used to prevent the escalation of a hostile or unsolicited offer by keeping an investor from accumulating a large ownership stake. Poison pills are intended to compel a bidder to negotiate directly with a company’s board of directors instead of methods such as launching an unapproved tender offer.
Shareholder rights plans can typically level a playing field by giving boards greater control of a process. This is intended to provide more time for deliberations and responding to aggressive negotiating tactics. According to Juan Bonifacino, Managing Director of Shareholder Activism Defense, shareholder rights plans are not complete protection, as hostile bidders and activist funds can still embark on public campaigns to pressure a board to negotiate and redeem a pill, and do not completely prevent or discourage a merger or cash tender offer.
Nano Dimension’s first takeover bid of 18.00 USD per share was submitted on March 10, and was rejected on March 22. Another takeover bid of 19.55 USD per share in cash was announced on March 29, which was rejected by Stratasys and then revised to 20.05 USD in cash on April 3.
Nano Dimension deployed a poison pill of its own in early 2023, amid a power struggle with shareholder Murchinson.
