Stratasys to engage in discussions with 3D Systems, rejects Nano Dimension’s offer again

At the beginning of July, after it rejected Nano Dimension and 3D Systems’ latest proposals, Stratasys received another offer in cash (offer of $24 per share in cash) from Nano Dimension and a third takeover offer, worth $2 billion from 3D Systems.

As far as the Nano Dimension’s offer is concerned, the percentage of Stratasys ordinary shares being sought in the revised offer, as well as the offer period, both remain unchanged, which means the electronics 3D printing company is still seeking to acquire the polymer 3D printing giant between 31.9% and 36.9% of the shares.

According to Nano Dimension, tendering shares into the offer would deliver 220% more cash to Stratasys shareholders in the near-term than ‘any currently available’ alternative, including the cash from a proposed 3D Systems deal. “the offer preserves the ability to generate further value creation through strategic merger and acquisition opportunities,” the company says. This proposal was made on July 10^th.

On the other hand, in 3D Systems’ third offer to combine with Stratasys, the cash on the offer remains unchanged as the previous two offers from the company. However, the amount of shares being offered has increased. With the new offer, each Stratasys share would convert into 7.50 USD in cash and 1.5444 shares of the combined company. This means that Stratasys shareholders would earn approximately 44% of the shares of the combined company in addition to the approximately 540 million USD of aggregate cash being offered. 3D Systems says the deal implies approximately 2 billion USD in total value for the proposed combined company, inclusive of 100 million USD in cost synergies. This latest offer was made on July 13^th.

On July 17^th, 2023, Stratasys responded that 3D Systems’ latest offer of July 13^th, “would reasonably be expected to result in a “Superior Proposal” as defined in Stratasys’ merger agreement with Desktop Metal, Inc.” The company now intends to engage in discussions with 3D Systems with respect to 3D Systems’ July 13, 2023 revised proposal, subject to the requirements of the Desktop Metal merger agreement.

 In the meantime, Stratasys’ board of directors unanimously rejects the revised offer made by Nano Dimension on July 10th. The main reason of the rejection remains the fact that the revised offer substantially undervalued the company as a whole and is not in the best interests of all Stratasys shareholders.

While Stratasys notes that there can be no assurance that the discussions with 3D Systems will result in a Superior Proposal, an agreement or a transaction, 3D Systems has big expectations:  “Shareholders have spoken that a combination between 3D Systems and Stratasys presents the most compelling opportunity for the additive manufacturing industry, and it is now time for the Board of Stratasys to move quickly to make this transaction a reality. If the Stratasys Board engages promptly, we believe that Stratasys should be able to sign the merger agreement this week,” President and CEO, Dr. Jeffrey Graves said. If this happens, Desktop Metal merger will be terminated this week.

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