Nano Dimension has announced the expiration of its special partial tender offer to purchase between 31.9% and 36.9% of the outstanding ordinary shares of Stratasys for 25.00 USD per share. A condition of the offer had been that Nano would own at least 46% of the issued and outstanding shares of Stratasys, inclusive of the 14.1% it already owns.
Based on information provided by Computershare Trust Company, N.A., the depositary for the special tender offer, as of 11:59pm, New York time, on July 31, 2023, 3,408,322 Stratasys shares had been validly tendered and not properly withdrawn pursuant to the offer, and 445,533 Stratasys shares had been tendered pursuant to Notices of Guaranteed Delivery, representing approximately 5.6% of the outstanding Stratasys shares, below the required 46% minimum condition.
Nano says the rights plan condition of the offer was not met in part due to the Stratasys Board’s “refusal” to redeem or terminate its shareholder rights plan, or “poison pill”. Nano said it determined that accepting shares in the offer would likely trigger the poison pill and has not waived such condition to accepting tendered shares.
The offer expired on July 31, 2023 at 11:59pm New York time, and Nano has determined not to accept any of the tendered shares. The company says it has also instructed the depositary to promptly return all Stratasys shares validly tendered and not properly withdrawn.
On July 28, Nano Dimension announced it would “stand down” on Stratasys, ceasing efforts to complete the tender offer, and withdrew its director nominees for the Stratasys Board of Directors. Nano also said that it intends to review its investment in Stratasys, including a possible sale of its existing 14.1% holdings in the open market, and pursue alternative M&A opportunities.
Read more:
A complete timeline of the Stratasys + Nano Dimension + Desktop Metal + 3D Systems story (so far)
Nano Dimension to “stand down” on Stratasys and withdraw special tender offer
3D Systems announces date for completion of Stratasys merger discussions
