Nano Dimension increases special tender offer for Stratasys to $24.00 per share

Nano Dimension (NNDM) announced the following actions that highlight a clear path to maximizing value for Stratasys (SSYS) shareholders: “Nano Dimension has increased the offer price of its special tender offer from $20.05 to $24.00 per share in cash, less any required withholding taxes and without interest, to purchase between 31.9% and 36.9% of the outstanding ordinary shares of Stratasys. The increased price represents a premium to all relevant Stratasys historical trading levels, including an 85% premium to the unaffected 60-day VWAP as of March 3rd, 2023. Nano’s special tender offer is the most compelling offer for Stratasys shareholders and remains the only alternative available that provides certain, near-term cash value at a significant premium and provides the quickest path for Stratasys shareholders to realize value. The Expiration Date of the offer period remains unchanged at 5:00 p.m., New York Time, on July 24th, 2023. The successful completion of the special tender offer would increase Nano Dimension’s beneficial ownership of Stratasys to between 46% and 51% of the outstanding ordinary shares, inclusive of the approximately 14.1% of Stratasys’ outstanding ordinary shares that Nano Dimension currently owns. Tendering shares to NANO will deliver 220% more cash to Stratasys shareholders in the near-term than any currently available alternative, including the cash from a proposed 3D Systems, (DDD) deal, and preserves the ability to generate future value creation through strategic M&A opportunities. As the largest shareholder of Stratasys, Nano Dimension intends to support a review of strategic alternatives to further enhance shareholder value, including through industry consolidation, possibly through a negotiated combination with 3D Systems, following the successful completion of the special tender offer. Nano Dimension OPPOSES Stratasys’ proposed combination with Desktop Metal (DM), which, as structured, is highly dilutive and greatly overvalues Desktop Metal’s cash-burning business. Nano Dimension has nominated 7 highly qualified directors with extensive track records of value creation for election to the Stratasys Board of Directors at Stratasys’ Annual General Meeting to be held on August 8th, 2023. They are nominated with the intention of replacing the majority of the Stratasys Board, which Nano believes has neglected its fiduciary duties to the detriment of Stratasys shareholders’ interests. All of Nano’s nominees have previously served as CEOs or in “C-suite” positions, through which they have created demonstrable increases in long-term shareholder value. Almost all of Nano’s candidates have multiple decades of global business experience in technology, finance, M&A and operations in manufacturing and related sectors. The nominees include: Ze’ev Holtzman, who brings deep expertise in private equity, venture capital and investment banking. Mr. Holtzman founded a pioneering investment banking firm, a leading VC firm focused on early-stage innovation technology, as well as the premier database on high-tech, venture capital, startup, and private equity ecosystems. Zivi Nedivi, who has decades of international business leadership experience. He formerly served as CEO of several technology companies, including Cyalume Technologies Inc. and Kellstrom Industries, Inc., and formerly served as COO of Lumenis Ltd. Hanan Gino, who has prodigious experience as a CEO at international technology corporations, including Verint Security Systems and Kitov Systems as well as senior executive and head of all commercial divisions for over two decades at Orbotech Ltd. Tomer Pinchas, ex-manager at PricewaterhouseCoopers New York, who brings more than 18 years of global experience in finance, M&A and operations management and previously served as CFO of multiple technology companies, including Kryon Systems LTD, myThings Inc, and DVTEL. Nick Geddes, who co-founded the renowned industrial inkjet company Global Inkjet Systems, with leading R&D capabilities, inkjet products and services, and has been CEO and CTO for over 15 years with deep knowledge and experience leading and bringing together multi-disciplinary teams to partner with customers. Yael Sandler, who brings extensive experience in leading finance and operations roles for public and private companies, having formerly held various positions at KPMG while also being a Certified Public Accountant in Israel. Yoav Stern, who is a seasoned executive with a proven track record of leadership over three decades, having served as CEO and Chairman as well as an active hands-on investor in high-tech companies, specializing in machine vision, fiber optics, defense-tech, communication solutions, aerospace, and homeland security.”