Nano Dimension prepared to commence tender offer to acquire Stratasys

Nano Dimension (NNDM) is prepared to commence a special tender offer targeting total ownership of at least 51% of the outstanding shares of common stock of Stratasys Ltd. (SSYS) for $18.00 per share in cash, inclusive of the approximately 14.5% of Stratasys’ outstanding common shares that Nano Dimension currently owns. Nano Dimension remains willing to negotiate in good faith a consensual transaction at its previously announced "best and final" offer of $20.05 per share, subject to receiving necessary diligence. However, in the event the Stratasys Board of Directors continues its unwillingness to engage with Nano Dimension, the Company is prepared to commence this special tender offer. Nano Dimension’s all-cash special tender offer would represent a premium of 26% to the closing trading price as of March 3rd, 2023, a 29% premium to the Company’s 30-day VWAP, a 39% premium to the 60-day VWAP and a 35% premium to the 90-day VWAP as of March 3rd, 2023. In addition, Nano Dimension intends to seek relief from an Israeli court confirming that according to Israeli Companies Law, Stratasys’ poison pill cannot be triggered in response to a special tender offer targeting Nano Dimension’s ownership of at least 51% of Stratasys’ outstanding shares. Both paths that are discussed above, will deliver immediate and certain value at a compelling premium to Stratasys shareholders and enables the Company to create the preeminent leader in the rapidly growing AM market. Nano Dimension will provide additional details and timing of the special tender offer in due course and as required by applicable law.