TCT Magazine
Nano Dimension has announced that it has ceased its efforts to complete its 25 USD per share all-cash special tender offer for Stratasys shareholders and efforts to replace Stratasys’ Board of Directors with its own nominees. The company says it does not expect the conditions of the special tender offer will be met, does not intend to further extend the offer period, and will proceed with alternative M&A plans.
According to Nano Dimension, Stratasys’ “refusal” to redeem its shareholder rights plan, or “poison pill” will block Nano’s ability to complete the special tender offer.
Nano Dimension CEO and Chairman Yoav Stern: “We began our efforts to structure a friendly transaction with Stratasys with a clear focus on generating value for both companies’ shareholders. While we continue to believe that a combination of our companies has both strategic and financial merit – particularly given our offer provides far more certainty and guaranteed immediate $25 per share all-cash value, better than any other alternative currently available to Stratasys shareholders – this idea was rejected by an entrenched Stratasys board intent on manipulating the facts and preventing its shareholders from making their own decisions regarding our offer. We believe that our efforts to convince a sufficient number of Stratasys’ shareholders that their entrenched board will continue its track record of leading the company toward new disasters has fallen short.
“Most of the investors of Stratasys have clearly indicated to us that the potential overhang of the shareholder rights plan (“poison pill”) makes tendering their shares too risky, in spite of our superior $25 all-cash per share offer. The Stratasys board’s stance makes it clear that the poison pill is there to stay and will continue to block shareholders from having an opportunity to tender their shares. Furthermore, a timely declaratory judgment regarding the poison pill by the Israeli Court – thanks to Stratasys’ request of the Judge – will not occur until late in this fall, long after the expiration of Nano’s special tender offer. Finally, replacing a majority of Stratasys’ entrenched board will not be achievable. Taking all this into account, we intend to “stand down” on Stratasys. We shall continue with our alternative active M&A plans.
“We intend to review our investment in Stratasys, including a possible sale of all our existing 14.1% holdings in the open market. We see significant alternatives ahead in a highly fragmented industrial markets’ landscapes, and we expect to leverage the strength of our financial position and growth product & technologies in AME, AM, Materials, Ink Services and Additive Electronics as we pursue our backlog of M&A opportunities and expect to maintain the organic growth (approximately 50% over the last 4 quarters) and drive shareholder value.”
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
Stratasys to enter discussions with 3D Systems despite Desktop Metal merger agreement
3D Systems submits third Stratasys takeover offer, worth $2 billion
One of the conditions required to close the special tender offer from Nano Dimension was the redemption or termination of the poison pill. Nano Dimension says that: “Unfortunately, the Stratasys Board has continued its track record of entrenchment and refuses to remove or terminate the poison pill or otherwise render it inapplicable to the special tender offer, thereby denying Stratasys shareholders the ability to decide the best path forward for their investment based on the merits of Nano’s compelling offer.”
Nano says that it also does no longer believe it is practical to pursue the election of its nominees to the Stratasys Board and is withdrawing its nominees. Nano adds that its decision to nominate directors to the Stratasys Board was tied directly to its efforts to seek redemption of the poison pill, to “clear a path” for Stratasys shareholders to realise “significant value” for their Stratasys shares through the special tender offer.
Nano Dimension says that given the Stratasys Board “continues to act out of self-preservation” and “refuses” to remove or terminate the poison pill, thereby effectively preventing the Nano special tender offer, it believes it is “no longer practical” to pursue the election of its nominees to the Stratasys Board.
As of July 17, Stratasys has been engaging in discussions with 3D Systems to determine whether the July 13 acquisition offer from the company would determine a “superior proposal” to the Desktop Metal merger agreement. On July 27, 3D Systems announced a target date of August 4 for merger agreement discussions with Stratasys to be completed and for the Desktop Metal merger agreement with Stratasys to be terminated.
