Stratasys Ltd., a leader in polymer 3D printing technologies, said today that its Board of Directors has unanimously rejected Nano Dimension Ltd.‘s unsolicited bid to purchase the company for $18.00 per share in cash.
The company says that the Stratasys Board of Directors carefully considered and evaluated the proposal in line with its fiduciary duties and with the help of its independent financial and legal experts. After studying Nano’s proposal, the Stratasys Board concluded that it undervalues the company compared to what it could do on its own and is not in the best interests of Stratasys or its shareholders.
In a statement, the 3D printer manufacturer said the Board of Directors and management team at Stratasys are confident that the company’s standalone plan will provide much more value to its shareholders than the Nano proposal. In a challenging economic environment, Stratasys just produced its sixth consecutive quarter of adjusted profitability, and the company is laser-focused on executing its strategy and managing its operations to provide sustained, profitable growth efficiently.
Stratasys’ financial advisor is J.P. Morgan, and its legal counsel is Meitar Law Offices and Wachtell, Lipton, Rosen & Katz.
$1.3 billion in cash and cash equivalents
Nano Dimension is currently a 14.5% shareholder in Stratasys, becoming the largest shareholder in July 2022. At the time, Stratasys implemented a limited-duration rights plan, also known as a poison pill, to protect the company’s long-term interests and all Stratasys shareholders.
Earlier in March, Stratasys confirmed that it had received an unsolicited, non-binding indicative offer from Nano Dimension and that its directors would carefully review and evaluate the proposal to determine the best course of action for the company and its shareholders. However, Stratasys has advised shareholders not to take any action at this time.
Observers have linked Nano Dimension’s offer to the recent appointment of Lazard as a corporate defense advisor to the company in February. The proposed purchase of Stratasys could be seen as a tactic to defend against activist investor Murchinson. Nano Dimension is an attractive acquisition target given the $1.3 billion in cash and cash equivalents sitting on its balance sheet.
Nano Dimension said that the proposed deal was a one-of-a-kind chance to create a lot of value for Stratasys’s management and employees.
Earlier this week, activist investor Murchinson claimed that all four of its proposals received overwhelming support at a Special General Meeting of Shareholders, with Murchinson’s four proposals receiving about 92% of the votes cast in the meeting, excluding abstentions.
However, Nano Dimension, the target of Murchinson’s campaign, has countered that the meeting was invalid and refused to recognize its legal legitimacy, stating that the meeting was a direct violation of the Depository Agreement between the company, Bank of New York Mellon, and the ADS holders, as well as the company’s Articles of Association. The Israeli Court recently rejected Murchinson’s motion to shorten the procedural deadlines to reach a judgement on the alleged illegal March 20th shareholder meeting, and the court hearing is scheduled for June 18, 2023.
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Featured image shows a Stratasys F770 3D printer installed at Sub-Zero. Photo via Stratasys.