Israeli polymer 3D solutions company Stratasys (Nasdaq: SSYS), based in Rehovot and led by CEO Dr. Yoav Zeif, has filed a proxy statement with the US Securities and Exchange Commission (SEC) regarding its 2023 Annual General Meeting of Shareholders on August 8, in which Israeli 3D printing company Nano Dimension (Nasdaq: NNDM) is seeking to take control of Stratasys by replacing board members.
The letter says, "We strongly believe the highly opportunistic, self-interested campaign by Nano Dimension to take control of Stratasys puts your investment at risk by threatening to derail our significant progress, dismantle Stratasys proposed combination with Desktop Metal and destroy value for Stratasys shareholders. The Stratasys board has not changed its unanimous approval, recommendation and declaration of advisability of the Desktop Metal transaction."
The letter adds, "If Nano’s slate is elected, Nano would be able to accomplish its goal of acquiring control of Stratasys without paying Stratasys shareholders or closing the tender offer. To be clear, the election of Nano’s slate would not automatically result in the closing of Nano’s partial tender offer, which is subject to various conditions that are unlikely to be fulfilled by either the currently proposed expiration date of Nano’s partial tender offer, or the date of the Stratasys Annual General Meeting."
The letter continues that "Nano's slate of insider candidates for the Stratasys board is unqualified and Its campaign to take control of Stratasys is built on serving the interests of Nano."
At the same time, Stratasys is reviewing the latest unsolicited partial tender offer from Nano Dimension. In March, Nano Dimension's initial offer was $18 per share and it is now offering $24 per share.
Stratasys share price closed up 1.27% on Wall Street yesterday at $19.10, giving a market cap of $1.309 billion. In trading today, Stratasys's share price is 0.08% at $19.09.
In May Stratasys announced that it had entered into a definitive agreement to merge with Desktop Metal in an all-stock deal valued at $1.8 billion. The merger is aimed at combining the polymer strengths of Stratasys with the complementary industrial mass production leadership of Desktop Metal. After the merger, Stratasys shareholders with have a 59% stake in the merged company.
To make matters even more complicated, in June US 3D printing company 3D Systems Corp. (NYSE: DDD) launched a takeover bid for Stratasys at $7.50 per share and $7.50 and 1.2507 newly issued shares of common stock of 3D Systems per ordinary share of Stratasys. At prices in June this amounted to $17.92 per share and a company valuation of $1.21 billion.
Published by Globes, Israel business news - en.globes.co.il - on July 12, 2023.
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