April 14th
After thesecond rejection below of Nano Dimension’s revised submission, the expert in Additively Manufactured Electronics had placed another bid to takeover Stratasys on April 3rd . This time, it was a bid of 20.05 USD per share in cash, coming to a total of around 1.22 billion USD.
For the same reasons given for Nano Dimension’ bids of 1.1 billion USD and 1.2 billion USD, this third offer has been rejected by Stratasys.
Under a LinkedIn post, a couple of analysts and Stratasys employees have randomly shared their thoughts on the topic. While for many, there is no interest for Stratasys in selling – especially to a VC controlled company, for others, given the fact that Stratasys is currently worth over $1B, Nano Dimension should at least double or triple its offer so that Stratasys pays serious attention to it.
April 3rd
On the heels of the revised submission of Nano Dimension, the Board of Directors of Stratasys has announced a unanimous rejection of this “unsolicited” proposal.
Consistent with its fiduciary duties, and in consultation with its independent financial and legal advisors, the Stratasys Board of Directors carefully reviewed and evaluated the revised proposal. 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. The Stratasys Board and management team are confident that Stratasys’ standalone plan will create significantly greater value for its shareholders than the Nano proposal.
In addition, Stratasys believes it is important to set the record straight on the many misleading statements made by Nano’s CEO, Mr. Yoav Stern, including the following:
- Contrary to statements made by Mr. Stern, Stratasys’ CEO Dr. Yoav Zeif has met with Mr. Stern only once, on March 9, 2023. This meeting was at Mr. Stern’s request. Dr. Zeif did not indicate any support for the proposal and made it clear that Stratasys would respond once the Board’s review of Nano’s proposal was completed. Other than this one meeting, there has been no contact or substantive discussion between Dr. Zeif and Mr. Stern, any directors or any other representatives from either company.
- Contrary to what was implied by Mr. Stern, Dr. Zeif fully agrees with the Board’s decision.
- Contrary to claims made by Mr. Stern, Stratasys directors receive the majority of their board compensation (which is approved by the Stratasys shareholders) in Stratasys equity and are aligned with the interests of Stratasys shareholders.
The composition and authority of Nano’s board and management, generally, and hence their 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 Mr. 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.” Murchinson announced that the Nano shareholder meeting was held on March 20, 2023, and that all of the changes regarding the composition of Nano’s board, including the removal of Mr. Stern, were approved. Thus, Nano’s revised proposal, in addition to substantially undervaluing Stratasys, is also subject to significant uncertainty as to the composition, leadership and decision-making authority of Nano’s board. Pending the Israeli Court’s ruling on the March 20, 2023, Nano shareholder meeting and hence on the composition of its board, Nano’s authority to make and follow through on an acquisition proposal remains in question.
J.P. Morgan is acting as financial advisor to Stratasys, and Meitar Law Offices and Wachtell, Lipton, Rosen & Katz are serving as legal counsel.
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