On 23rd December 2023, Israeli electronics 3D printer manufacturer Nano Dimension submitted a preliminary all-cash proposal to purchase all the outstanding shares of 3D printer manufacturer Stratasys that it does not already own. Nano Dimension currently owns approximately 14.1% of Stratasys’ outstanding ordinary shares.
This proposal continues Nano Dimension’s long-term effort to acquire Stratasys, with the publically stated goal of creating a globally leading company within the additive manufacturing industry – and also defending against a takeover bid by activist shareholders coveting the sizable cash balance accumulated by Nano.
This latest offer is worth $16.50 per share, with the possibility of this figure increasing.
According to Nano Dimension, the December proposal represents a 40% premium from the volume-weighted average Stratasys share price of $11.75 since September 28, 2023. On this date, it was announced that Stratasys’ Board of Directors had initiated a process to explore strategic alternatives to maximize shareholder value, including the possibility of a potential sale.
Stratasys has since confirmed receipt of the “unsolicited preliminary proposal,” but is yet to announce a final decision regarding the offer. The company has advised that its “shareholders do not need to take any action at this time with respect to Nano’s preliminary proposal.”
Nano Dimension explained the timing of the renewed takeover attempt as linked to the war in Gaza. “Since the Israel-Hamas war began on October 7th, senior leadership at Nano Dimension have been consumed with ensuring that its business and its employees are safe, protected, and supported. Conscious that Stratasys itself also has a significant presence in Israel, Nano Dimension has sought to minimize unnecessary disruption,” said a Nano Dimension spokesperson.
“As time has passed and with the foundation of many Israel-based companies firmly stabilized, Nano Dimension can now continue with its publicly stated strategy of acquiring leading AM companies to create the best-in-class market leader for the next generation of development.”
Nano Dimension’s new offer for Stratasys
Nano Dimension’s efforts to acquire Stratasys date back to July 2022 when the company announced that it had purchased 12.12% of Stratasys’ ordinary shares. In March 2023 Nano Dimension submitted a $1.1 billion cash offer for Stratasys, worth $18.00 per share. Following the unanimous rejection of this offer by the Stratasys Board, Nano Dimension has submitted revised proposals ranging from $19.55, $20.05, and $25.00 per share in cash, all of which were rejected.
According to Nano Dimension, the company has not been approached by Stratasys as part of its strategic alternative assessment announced in September 2023. As such, Nano believed the publication of a press release announcing its intentions was necessary.
Nano Dimension announced that it hopes to complete this deal in the near future, and is willing to immediately enter customary transaction-related documentation required to complete confirmatory due diligence. The company believes that a short due diligence period would be required by the Nano Dimension Board due to its “deep understanding of Stratasys and the AM industry.”
As well as using available cash on hand to finance the proposal, Nano Dimension has entered into discussions with financing sources to support a transaction, should support be needed.
Stratasys has announced that its Board will “carefully review and consider Nano’s unsolicited preliminary proposal,” and stated that its strategic review process may not result in any transaction or strategic outcome. The company also announced that it will not disclose any further developments regarding its strategic review process unless it feels such a disclosure is appropriate or necessary.
Recent M&A activity within additive manufacturing
The additive manufacturing industry has recently witnessed extensive merger and acquisition activity. Indeed, 2023 saw Stratasys pursue a merger with Massachusetts-based industrial 3D printer manufacturer Desktop Metal.
Both Stratasys CEO Yoav Zeif and Desktop Metal CEO Ric Fulop believed that the combination would drive innovation and offer enhanced solutions to global customers. However, this sentiment was not shared by Stratasys Board members, 78.6% of whom voted against the proposed merger with Desktop Metal during an Extraordinary General Meeting of Shareholders (EGM).
Elsewhere, in November 2023 it was announced that German large-format 3D printer manufacturer BigRep had acquired HAGE3D to expand its low-to-high-temperature AM technology. This acquisition will also see BigRep expand globally with an enhanced reseller network and scalable supply chain.
The integrated portfolio of BigRep and HAGE3D includes a range of industrial, large-format 3D printers boasting build volumes of up to one cubic meter.
“With BigRep we have found a perfect partner to accelerate the attractive global growth opportunities in the industrial AM sector,” commented Thomas Janics, Managing Director of HAGE3D. “While our focus was previously on the German‐speaking markets, we now can provide our products globally through BigRep´s sales network.”
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Featured image shows Nano Dimension’s offices in Munich. Photo by Michael Petch.
