Nano Dimension has announced the submission of a preliminary all cash proposal to acquire all the outstanding shares of Stratasys that it does not currently own for $16.50 per share in cash, with an ability to increase its price subject to due diligence.
The company owns an approximate 14% shares in Stratasys and has attempted multiple times this year to acquire all of the remaining shares of the company. It has submitted this latest bid to the Stratasys Board despite Stratasys not approaching Nano Dimension during Stratasys’ strategic alternatives assessment.
This assessment of strategic alternatives was announced after Stratasys terminated its proposed merger with Desktop Metal, with more than 75% of Stratasys shareholders rejecting the deal in September. In light of that, Nano Dimension is again attempting to takeover the company, and has felt a public press release announcing this intent is required. Earlier this week, Stratasys adopted a limited duration Rights Plan to protect shareholder long-term interests.
The Nano Dimension press release making this announcement on December 23, 2023, can be read below in its entirety.
Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension”, or “Nano” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, today announced that it has submitted a preliminary all cash proposal to the Board of Directors of Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) to purchase all the outstanding shares of Stratasys that it does not currently own for $16.50 per share in cash, with an ability to increase its price subject to due diligence. This proposal represents a 40% premium from the volume-weighted average Stratasys share price since September 28, 2023, the day that Stratasys announced that its Board of Directors initiated a process to explore strategic alternatives for the Company, including a potential sale.
Notwithstanding the public announcement from Stratasys that it intended to launch a comprehensive strategic review, Nano Dimension’s standing as the largest single shareholder of Stratasys, Nano Dimension’s current liquidity profile including over $800 million of net cash, and Nano Dimension’s publicly announced prior attempts to acquire Stratasys, Nano Dimension has not been approached by Stratasys or its representatives during Stratasys’ strategic alternatives assessment. To this end, a public press release announcing Nano Dimension’s intent is believed to be required.
Following the proactive submission of its proposal to acquire Stratasys, Nano Dimension is willing to immediately enter customary transaction-related documentation required to complete confirmatory due diligence and seeks to do so in the immediate future. Given Nano Dimension’s deep understanding of Stratasys and the AM industry, only a short due diligence period is expected to be required by the Board of Nano Dimension.
In addition to financing the proposal with available cash on hand, Nano Dimension has entered discussions with financing sources to support any transaction, should such support be needed, and there is no financing contingency to the proposal. The proposal is subject to the completion of a satisfactory confirmatory due diligence process and the negotiation and execution of a mutually satisfactory definitive acquisition agreement. There is no guarantee that an acquisition will be completed.
Since the Israel-Hamas war began on October 7th, senior leadership at Nano Dimension have been consumed with ensuring that its business and its employees are safe, protected, and supported. Conscious that Stratasys itself also has a significant presence in Israel, Nano Dimension has sought to minimize unnecessary disruption. As time has passed and with the foundation of many Israel-based companies firmly stabilized, Nano Dimension can now continue with its publicly stated strategy of acquiring leading AM companies to create the best-in-class market leader for the next generation of development.
Read more:
A complete timeline of the Stratasys + Nano Dimension + Desktop Metal + 3D Systems story (so far)
Stratasys terminates $1.8 billion Desktop Metal merger after shareholder vote
