A new episode of the saga Nano Dimension – Stratasys was released last week – after Stratasys rejected unsolicited proposal from Nano Dimension. The expert in Additively Manufactured Electronics (“AME”) now wants to acquire 3D printing giant Stratasys for $19.55 per share in cash.
Under the terms of the Improved Proposal, Nano Dimension would acquire the remaining shares of Stratasys it does not currently own for an aggregate of approximately $1.2 billion on a fully diluted basis. This offer represents a premium of 37% to the closing trading price as of March 3rd, 2023, a 40% premium to the Company’s 30-day VWAP, 51% premium to the 60-day VWAP and a 47% premium to the 90-day VWAP as of March 3rd, 2023. Nano Dimension has been the largest shareholder of Stratasys since July 2022 and currently owns approximately 14.5% of Stratasys’ outstanding shares (13.7% on a fully diluted basis).
“Our increased, all-cash offer demonstrates our commitment to consummating this strategic combination, which will deliver immediate and certain value to Stratasys shareholders at a compelling premium and enable us to create the preeminent leader in the rapidly growing AM market,” said Yoav Stern, Nano Dimension’s Chairman and Chief Executive Officer. “We are prepared to move quickly to complete our due diligence and engage with Stratasys to finalize a mutually agreeable transaction.”
Mr. Stern continued, “Nano Dimension believes in the quality of Stratasys management and its line-leaders, and we are therefore extending this Improved Proposal. We again invite the Stratasys’ board of directors (“Stratasys’ Board”) to engage in an open and constructive dialogue with us around a combination of our businesses. We also urge the Stratasys Board to take immediate steps to remove the company’s ‘poison pill’ and allow shareholders to voice their opinion on the proposed transaction and we are committed to giving Stratasys shareholders the power to decide on the merits of our compelling offer.”
Significantly Improved Value and Compelling Strategic Rationale
Nano Dimension’s Improved Proposal represents a significant increase in value of $1.55 per share, or 9%, as compared to its March 6th, 2023, proposal and offers compelling and certain value to Stratasys shareholders at a time of ongoing market volatility.
Among other growth and value creation opportunities, the transaction would:
- Position the Combined Company to Realize Market Consolidation Opportunity:
The combined company would be ideally positioned as a consolidator in the highly fragmented market landscape of small- and medium-sized businesses with numerous attractive potential targets.
- Establish a Market-Leading Portfolio of Complementary Products and Solutions Addressing a Significant Market Opportunity:
Combination of Stratasys’ polymer-based 3D printing systems & PolyJet AM machines and Nano Dimension’s ceramic, and metals AM & AME capabilities provides a full suite of products to the additive manufacturing segment that is expected to grow from a market size of ~$16bn in 2021 to ~$105bn by 2030.
- Capitalize on Opportunity to Realize Operational and Organizational Synergies:
The combined sales platform will accelerate revenue growth through cross-selling Nano Dimension’s products into Stratasys’ distribution network and eliminating duplicative corporate costs. In addition, combined R&D capabilities will drive accelerated innovation.
- Enhance Market Penetration and New Customer Acquisition:
Increased opportunity to deepen existing relationships across shared customers and industries by providing more value-added services and solutions, while also presenting new customer acquisition opportunities with an expanded and diversified platform.
Yoav Stern, Chairman and Chief Executive Officer of the Company, in a face-to-face session, details an Analysis of Stratasys Transaction, and talks directly to
- NANO’s shareholders,
- Stratasys Shareholders
- Teams/employees of NANO and Stratasys
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