Nano Dimension has submitted a revised takeover offer to the Stratasys Board of Directors, valuing each remaining share at 19.55 USD.
Under the terms of its improved proposal, Nano Dimension would acquire the remaining shares of Stratasys for an aggregate of approximately 1.2 billion USD on a fully diluted basis. Last week, Stratasys rejected Nano Dimension's opening offer, which amounted to approximately 1.1 billion USD. This new offer, however, is an increase of 1.55 USD per share.
Nano Dimension, which is the largest Stratasys shareholder with 14.5% of the outstanding shares, says this offer represents a premium of 37% to the closing trading price as of March 3rd, 2023, a 40% premium to the company’s 30-day VWAP, 51% premium to the 60-day VWAP and a 47% premium to the 90-day VWAP as of March 3rd, 2023.
In making this improved offer, Nano Dimension has called on the Stratasys Board to engage in discussions around the business combination and remove the shareholders rights plan Stratasys deployed in July 2022.
“Our increased, all-cash offer demonstrates our commitment to consummating this strategic combination, which will deliver immediate and certain value to Stratasys shareholders at a compelling premium and enable us to create the preeminent leader in the rapidly growing AM market,” commented Yoav Stern, Nano Dimension’s Chairman and Chief Executive Officer. “We are prepared to move quickly to complete our due diligence and engage with Stratasys to finalize a mutually agreeable transaction.
“Nano Dimension believes in the quality of Stratasys management and its line-leaders, and we are therefore extending this Improved Proposal. We again invite the Stratasys’ Board of Directors (“Stratasys’ Board”) to engage in an open and constructive dialogue with us around a combination of our businesses. We also urge the Stratasys Board to take immediate steps to remove the company’s ‘poison pill’ and allow shareholders to voice their opinion on the proposed transaction and we are committed to giving Stratasys shareholders the power to decide on the merits of our compelling offer.”
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Nano Dimension is pitching the business combination to Stratasys as an opportunity to position the company as a 'consolidator' in the 'highly fragmented market landscape of small and medium businesses with numerous potential targets.' It also suggests the deal would provide a 'full suite of products' taking into account Stratasys' polymer portfolio and its own ceramics and metals AM and AME capabilities.
In rejecting Nano Dimension's initial takeover bid last week, Stratasys said: “Following the review, the Stratasys Board concluded that Nano’s proposal substantially undervalues the Company in light of its standalone prospects and is not in the best interests of Stratasys and its shareholders.’
It also noted its Board and management team are confident that the company’s standalone plan will create ‘significantly greater’ value for its shareholders than the proposal from Nano Dimension.
