Stratasys announces its Board of Directors (BoD) has rejected 3D Systems’ improved proposalfor three main reasons that you probably already know:

  • The proposal continues to materially undervalue Stratasys
  • Does not constitute a “Superior Proposal”
  • Does not provide a basis upon which to enter into discussions, pursuant to the terms of the merger agreement with Desktop Metal, Inc.

As a reminder, the new proposal represents an approximate 3% increase in total value, adding 1% to the total ownership for Stratasys shareholders.

The BoD also rejects Nano Dimension’s revised partial tender offer to acquire ordinary shares of Stratasys for $20.05 per share in cash substantially. For Stratasys and its legal counsel, the offer undervalues the Company and is NOT in the best interests of Stratasys shareholders. Accordingly, the Board unanimously recommends that shareholders reject the revised offer and deliver a Notice of Objection against the offer.

Unlike tender offers in the United States, under Israeli rules, Nano’s tender offer will fail if the shares covered by submitted Notices of Objection are greater than or equal to the number of shares tendered in the offer. Therefore, in addition to not tendering, filing a Notice of Objection could help cause the tender to fail. Simply not tendering could result in non-tendering shareholders being left as minority shareholders in a company controlled by Nano. Therefore, we strongly urge shareholders to file their Notice of Objection in order to reduce the risk of becoming a minority shareholder.

Stratasys has received feedback from many shareholders and brokers that the unfair, coercive offer process constructed by Nano makes it difficult and confusing for shareholders that own Stratasys shares beneficially (as do a vast majority of Stratasys shareholders) to file a Notice of Objection. Stratasys has informed Nano, its tender offer agents and the Israeli courts that this process must be fixed so it is equally as accessible and easy for a beneficial owner of Stratasys shares to file a Notice of Objection as it is to tender shares into Nano’s partial tender offer.

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