TCT Magazine
Stratasys has announced that its Board of Directors has unanimously rejected the revised proposal received from Nano Dimension on April 3 to acquire Stratasys for 20.05 USD per share in cash, coming to a total of around 1.22 billion USD.
This is the third takeover bid from Nano Dimension that has been rejected by Stratasys in less a month. Stratasys rejected bids of 1.1 billion USD and 1.2 billion USD on March 22 and April 3 respectively.
Stratasys says that its Board of Directors carefully reviewed and evaluated the revised proposal. In the company’s press release announcing the rejection of the offer, the board said: “Following its review, the Stratasys Board concluded that Nano’s proposal continues to substantially undervalue Stratasys in light of its standalone prospects and is not in the best interests of Stratasys and its shareholders.”
On April 5, Nano Dimension announced that it is prepared to commence a 'special tender offer' of 18.00 USD per share, for at least 51% of the outstanding shares in Stratasys. It also announced that it would be willing to negotiate the offer of 20.05 USD per share, and that it would be seeking relief that the Stratasys shareholder rights plan, which was deployed in July 2022, would not be able to be triggered in response to a special tender offer. Stratasys did not address this special tender offer when rejecting the 20.05 USD per share offer.
Stratasys’ statement did, however, comment on the power struggle within Nano Dimension, saying: “The general composition and legitimacy of Nano’s board and management, and authority to submit and follow through on a bona fide acquisition proposal, remain unclear due to Nano’s pending court litigation with its largest shareholder, Murchinson Ltd. Murchinson requisitioned a meeting of Nano shareholders to, among other things, remove Nano CEO Mr. Yoav Stern and three other Nano directors and elect two new directors, with the goal of ‘reporting out to shareholders within 60 days of new directors being seated a cohesive strategy for enhancing value’.”
Read more:
Explained: The power struggle at Nano Dimension
Explained: Why Nano Dimension has invested in Stratasys
Murchinson announced that in the shareholder meeting held on March 20, 2023, all of its proposed changes to the board of Nano Dimension, including the removal of Stern, were approved by 92% of the Nano shares voting. Murchinson is now involved in litigation with Nano Dimension and Yoav Stern as to who is in fact leading the company. Stratasys comments in its announcement that the revised proposal is also subject to “significant uncertainty” as to the composition, leadership, and decision-making authority of Nano’s board.
Stratasys says that its board and management team are concerned that a takeover proposal while the authority at Nano Dimension is still unclear legally and subject to a court ruling would expose Stratasys, its shareholders and other stakeholders to “harmful” spillover effects of what, according to Stratasys, is an unprecedented and confusing situation.
Stratasys concluded the statement with: “The Stratasys Board and management team are committed to enhancing shareholder value and continue to successfully execute on the company growth strategy, taking steps to achieve that objective. J.P. Morgan is acting as financial advisor to Stratasys, and Meitar Law Offices and Wachtell, Lipton, Rosen and Katz are serving as legal counsel."
