Stratasys
Stratasys has mailed another letter to its shareholders in connection with its Annual General Meeting of Shareholders on August 8, 2023. The company says the letter outlines dangers of electing a “non-independent” slate of “unqualified” director nominees from Nano Dimension, and explains why it believes Nano President and CEO Yoav Stern “cannot be trusted” with Stratasys.
Earlier on the same day the letter was sent, Nano Dimension released a statement expanding on its intentions for changes to the Stratasys Board of Directors.
The Stratasys Board of Directors up for re-election include: Messrs. S. Scott Crump (a current Stratasys Board member), John J. McEleney (a current Stratasys Board member), Dov Ofer (a current Stratasys Board member), David Reis (a current Stratasys Board member), Michael Schoellhorn (a current Stratasys Board member) and Yair Seroussi (a current Stratasys Board member), and Mses. Ziva Patir (a current Stratasys Board member) and Adina Shorr (a current Stratasys Board member).
The slate proposed by Nano Dimension includes: Messrs. Yoav Stern (Nano’s Chief Executive Officer), Nick Geddes (Nano’s Chief Technology Officer), Hanan Gino (Nano’s Chief Product Officer and Head of Strategic M&A), Zeev Holtzman (a former Stratasys director), Zivi Nedivi (Nano’s President) and Tomer Pinchas (Nano’s Chief Operating Officer), and Ms. Yael Sandler (Nano’s Chief Financial Officer).
The text of the July 20 letter from Stratasys to its shareholders is below:
The facts are clear and your vote is important. Support the Stratasys Board and VOTE TODAY on the WHITE proxy card “FOR” the re-election of Stratasys’ directors. The Stratasys Board urges shareholders NOT to tender into Nano Dimension Ltd.’s (“Nano”) coercive partial tender offer, to withdraw any shares previously tendered and to contact their broker and instruct them to file a Notice of Objection.
Yoav Stern, Nano’s CEO, cannot be trusted and is not trusted by his own shareholders. Don’t be misled by Nano and its inconsistent campaign.
Why You Should Vote FOR Stratasys’ Slate
- Stratasys has a highly qualified, independent and diverse Board.
- Mr. Stern admits that Nano's slate of nominees is not independent.
- Nano’s slate of nominees is unqualified and all but one are officers of Nano.
- Officers at Nano are not qualified to be Board members of Stratasys, a company that is more than 10x the size of Nano.
- Voting for Nano’s slate of nominees means Nano could take control of Stratasys without paying anything to Stratasys shareholders.
Why You Should NOT Tender Your Shares
- Nano’s partial tender offer means you may have as little as approximately 40% of your shares purchased, assuming full participation in the offer.
- If Nano’s partial tender offer is successful, you could potentially remain a minority shareholder in a Nano-controlled company.
- Nano’s partial tender offer implies that your Stratasys shares are valued at approximately $16 to $19 per share or less1, assuming full participation in the offer.
- Nano has destroyed significant value and displayed disastrous governance.
Dear Stratasys Shareholder,
Stratasys’ management team, overseen by the Stratasys Board of Directors, continues to successfully execute our “North Star” strategy with demonstrable progress toward becoming a $1 billion revenue company. With our winning growth strategy, strong governance practices and purpose-built Board, we are positioned to deliver outsized and enduring shareholder value. However, Nano’s coercive partial tender offer and proxy contest to take control of our Board could derail these efforts and destroy shareholder value.
Nano’s Director Candidates are Not Qualified…
Five of Nano’s nominees are Nano employees, reporting to Mr. Stern. If they are elected to our Board, Nano will take control of Stratasys without having paid a penny to Stratasys shareholders.
In nearly two decades, only two Nano nominees have served on a public company board, with most of the nominees lacking experience running 3D printing companies or companies that are of a comparable scale to Stratasys.
...While Stratasys’ Board is Highly Qualified with Relevant Sector Experience
The Stratasys Board consists of highly qualified directors with relevant sector and public board experience. The Stratasys Board has a balanced tenure, including four directors who have served for six to ten years, three directors for under six years and one director for over 11 years, and maintains strong governance practices and policies in line or better than market standards.
How will Nano’s nominees act on Stratasys’ Board if elected? A Nano-controlled Board could sell Stratasys without shareholders receiving adequate compensation, replace Stratasys’ highly experienced management team, force Stratasys into a value-eroding business combination, or block Stratasys from engaging in discussions regarding any transactions that would maximize value for Stratasys shareholders.
Mr. Stern admits that Nano's nominees are not independent or qualified to act in Stratasys shareholders' long term best interests, and recently promised that he will replace his director nominees, which are also Nano employees, with independent directors “for the long term.” Based on his past, inconsistent behavior and statements, we do not believe he can be trusted to live up to this statement. Mr. Stern provides no timetable for these Board changes to happen, which means your investment in Stratasys could be at significant risk for a long time if he and his employees gain control of the Stratasys Board.
The fact that Nano and Mr. Stern did not put forth an independent, qualified board that is Nasdaq- and SEC-compliant from the outset shows that they are not serious about corporate governance and needed to be “reminded” by Stratasys’ proxy materials about those legal requirements. This is not the shareholder or slate of directors to whom you can entrust your investment in Stratasys.
HELP ENSURE STRATASYS CAN CONTINUE TO BUILD ON ITS PROGRESS TO DELIVER OUTSIZED AND ENDURING SHAREHOLDER VALUE.
Stratasys’ Board unanimously recommends that Stratasys shareholders vote on the WHITE proxy card “FOR” the re-election of the Stratasys Slate at the Annual General Meeting of Shareholders (the “Meeting”) on August 8, 2023.
VOTE TODAY ON THE WHITE PROXY CARD “FOR” THE RE-ELECTION OF THE STRATASYS SLATE: S. Scott Crump, John J. McEleney, Dov Ofer, Ziva Patir, David Reis, Michael Schoellhorn, Yair Seroussi and Adina Shorr.
Thank you for your support. The Stratasys Board of Directors
On May 25, 2023, Stratasys announced it had entered in to a merger agreement with Desktop Metal, then on July 17, after rejecting multiple bids from 3D Systems, it announced that it would enter discussions with the company to determine whether its July 13 offer would result in a “superior proposal” to the Desktop Metal merger agreement.
Read more: A complete timeline of the Stratasys + Nano Dimension + Desktop Metal + 3D Systems story (so far)
