TCT Magazine
Stratasys has mailed a letter to its shareholders, in connection with the Stratasys AGM that is set to take place on August 8, 2023. The company says that Nano Dimension is continuing to make “misleading claims” and warns shareholders “don’t be fooled” by Nano’s CEO and Chairman Yoav Stern.
The previous day Stern had released a YouTube video addressing Stratasys shareholders, as well as Nano issuing a press release regarding the same matter.
In the Stratasys letter to shareholders, it says that due to the mechanism of Nano’s partial tender offer, shareholders would be able to sell “only 40%” of their shares for 25.00 USD, assuming full participation in the offer. The company says: “Stratasys shareholders who tender risk being left with the majority of their shares and becoming minority shareholders in a Nano-controlled company.”
Stratasys says that due to “numerous conditions” placed on the offer by Nano Dimension, the timing of any potential closing of the partial tender offer could be “months away” and that if the remaining shares trade at a significantly lower price, the implied total value per share could be 16 USD to 19 USD or less.
Stratasys also says that with the cash Nano Dimension has, it cannot afford to pay for all of the Stratasys shares at 25.00 USD per share, and can only buy enough to get to a 47% ownership in Stratasys.
Stratasys also claims that its shareholder’s investment could be at “significant risk” for a prolonged period if Stern and Nano’s nominated board of directors gain control of the Stratasys Board.
Read more:
A complete timeline of the Stratasys + Nano Dimension + Desktop Metal + 3D Systems story (so far)
Nano Dimension “sets the record straight” for Stratasys shareholders with video message from CEO
The company has reiterated its stance that Nano has “destroyed significant shareholder value”, and says to its shareholders that Nano can “gain control” of Stratasys without paying them a penny, if Nano’s board nominees are elected. Stratasys says that its shareholders “risk becoming minority shareholders” in a Nano-controlled company through Nano’s partial tender offer.
Stratasys also claims that Nano’s “non-independent” director nominees, who are “almost all” Nano employees, may have “significant” conflicts of interest, and are “not qualified” to run a company of the scale of Stratasys. The company also claims that Nano’s nominees could block Stratasys from engaging in discussions regarding any transactions that would maximise value for Stratasys shareholders.
Also in the letter, Stratasys claims that under Stern’s oversight, Nano Dimension has been trading at a “negative enterprise value” for the previous 18 months from July 2023. It also says that Nano has lost “hundreds of millions of dollars” of shareholder value under the oversight of the Nano board.
Stratasys also claims that without the value it has created for Nano Dimension through Nano’s 14.1% investment in Stratasys, Nano’s “value destruction” would only increase. Stratasys says that with Nano’s track record, it is “highly sceptical” of the ability of Nano’s nominees to “continue delivering value for all Stratasys shareholders”.
The company adds that six of the seven nominees put forward by Nano for the Stratasys Board are current Nano executives, which it says would mean “significant conflicts of interest” between their roles at Nano and their positions as directors at Stratasys.
Stratasys also included in the letter the following: “The only independent nominee put forth by Nano, Zeev Holtzman, previously served on the Stratasys Board and was replaced after a year and a half due to his failure to make the positive contributions we had anticipated based on his venture capital experience. His lack of relevant public company board experience became more apparent during his tenure, and led the Stratasys Board to refrain from nominating him for a second term. This is further accentuated by his consent to serve on a public company board in which he would be the sole independent director and which would be immediately non-compliant with SEC and Nasdaq requirements related to independence.”
The full letter from Stratasys can be read here.
