Nano Dimension: Tender offer for Stratasys shares expires

Nano Dimension Ltd. (NNDM) which owns approximately 14.1% of Stratasys Ltd. (SSYS) and is the company’s largest shareholder, today announced the expiration of its special partial tender offer to purchase between 31.9% and 36.9% of the outstanding ordinary shares of Stratasys for $25.00 per share, less any required withholding taxes and without interest. It had been a condition of the offer that Nano would own following the offer at least 46% of the issued and outstanding shares of Stratasys, inclusive of the approximately 14.1% of Stratasys shares already owned by Nano. Based on information provided by Computershare Trust Company, N.A., the depositary for the special tender offer, as of 11:59 p.m., New York time, on July 31st, 2023, 3,408,322 Stratasys shares had been validly tendered and not properly withdrawn pursuant to the Offer and 445,533 Stratasys shares had been tendered pursuant to Notices of Guaranteed Delivery, representing approximately 5.6% of the outstanding Stratasys shares, which was below the required 46% minimum condition. Nano has not waived the minimum condition. Additionally, as anticipated, the rights plan condition of the offer was not met in part due to the Stratasys Board’s refusal to redeem or terminate its shareholder rights plan. Nano determined that accepting shares in the offer would likely trigger the poison pill and has not waived such condition to accepting tendered shares. The offer expired on July 31st, 2023, at 11:59 p.m. New York time, and Nano has determined not to accept any of the tendered shares. As previously announced on July 28th, Nano has withdrawn its director nominees for the Stratasys Board of Directors. The company also intends to review its investment in Stratasys, including a possible sale of its existing 14.1% holdings in the open market, and pursue alternative M&A opportunities.