In response to the prospect of a 3D Systems and Stratasys merger becoming more tangible, Nano Dimension Ltd, has announced an increase in its special tender offer price for Stratasys Ltd. shares.
The offer has been raised from $24.00 to $25.00 per share in cash, representing a significant increase that provides a 233% premium over the cash portion of 3D Systems’ offer and a 93% premium over Stratasys’ share price. This compares to the 3D Systems combined offer of $24.00 per Stratasys share.
Interestingly, Nano Dimension has highlighted how it will respond if its tender offer does not close, stating, “If NANO’s Tender Offer does Not Close – NANO Intends to Review its Investment in Stratasys, Including Possible Sale of All its 14.1% Holdings in Stratasys in the Open market.” A degree in Economics is not required to assess the likely impact of selling a significant volume of shares, and Nano Dimension may be hoping that this move reduces the attractiveness of the 3D Systems offer.
The Nano Dimension tender offer period has been extended to 5:00 p.m., New York Time, on July 31st, 2023. This extension provides Stratasys shareholders with additional time to consider the increased offer. According to the company, as of July 17th, 2023, 4,100,607 Stratasys shares had been validly tendered and not properly withdrawn pursuant to the offer, based on information provided by Computershare Trust Company, N.A., the depositary for the tender offer.
If the tender offer is successful, Nano Dimension’s beneficial ownership of Stratasys would increase to between 46% and 51% of the outstanding ordinary shares. This includes the approximately 14.1% of Stratasys’ outstanding ordinary shares that Nano Dimension currently owns. This move would make Nano Dimension the largest shareholder of Stratasys, significantly increasing its influence over its strategic direction.
In addition to the tender offer, Nano Dimension has announced plans to review strategic alternatives for Stratasys to further enhance shareholder value. These alternatives include potential industry consolidation, possibly through a negotiated combination with 3D Systems, or increasing Nano’s ownership of Stratasys to 100%. This indicates Nano Dimension’s commitment to driving value for shareholders and its strategic intent to consolidate its position in the industry.
Nano Dimension has criticized 3D Systems’ offer as misleading and not in the best interests of Stratasys’ shareholders. The company cites significant share price uncertainty and transaction closing risk associated with 3D Systems’ offer. On a 30-, 60-, 90-, and 180-day Volume Weighted Average Price (VWAP) basis, saying 3D Systems offer is worth barely $22 per share, substantially below Nano’s $25.00 all-cash offer.
The company also opposes Stratasys’ proposed combination with Desktop Metal, Inc., which it views as highly dilutive and overvaluing Desktop Metal’s business. Nano Dimension believes that the current terms of the 3D Systems offer present significant risks to Stratasys shareholders and that its own offer provides a more certain and near-term cash value.
In a significant development, Nano Dimension announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”) in connection with its proposed special tender offer of Stratasys had expired. This means no further regulatory review by U.S. antitrust authorities is required in connection with the offer, clearing a major hurdle for the completion of the tender offer.
Read more on the latest developments of Stratasys, 3D Systems, Nano Dimension and Desktop Metal merger activity here.
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Featured image shows Nano Dimension 3D printed electronics. Photo by Michael Petch
