Board of Directors Unanimously Determines that Nano\u2019s Opportunistic $18.00 Per Share Partial Offer of Questionable Authority Substantially Undervalues Stratasys<\/i><\/p>\n
Releases Investor Presentation Highlighting Strength of Stratasys\u2019 Strategy and Inherent Risks of Nano\u2019s Misinformed, Potentially Illegitimate Campaign<\/i><\/p>\n
Visit <\/i>http:\/\/www.NextGenerationAM.com\/NanoObjection<\/i><\/a> for More Information<\/i><\/p>\n MINNEAPOLIS & REHOVOT, Israel–(BUSINESS WIRE<\/a>)– \nAs announced on May 25, 2023, Stratasys has entered into a definitive agreement to combine with Desktop Metal in an all-stock transaction, which was unanimously approved by the Stratasys Board.<\/p>\n \nDesktop Metal is a leader in production metal, sand, ceramic and dental 3D printing solutions. The combination is expected to accelerate Stratasys\u2019 growth trajectory by uniting two leaders to create a next-generation additive manufacturing company that is well-positioned to serve the evolving needs of customers in manufacturing. The combined company will have attractive positions across multiple additive manufacturing technologies and solutions and an IP portfolio with more than 3,400 patents and pending patent applications. With recently expanded offerings and the pending merger with Desktop Metal, Stratasys\u2019 total addressable market is expected to increase to more than $100 billion1<\/sup>. This provides significant room for growth as the Company shifts its focus from prototyping to end-use part manufacturing, one of the fastest growing segments in additive manufacturing. Stratasys and Desktop Metal remain committed to pursuing this combination and unlocking the compelling strategic and financial benefits the transaction is expected to deliver to all stakeholders.<\/p>\n \n\u201cDue to the strength of our business and the significant upside potential of our pending merger with Desktop Metal, our Board\u2019s position is clear: shareholders should reject Nano\u2019s partial offer and ensure their voices are heard by delivering a Notice of Objection against the offer,\u201d said Dov Ofer, Stratasys\u2019 Chairman of the Board of Directors. \u201cWe remain focused on acting in the best interests of Stratasys shareholders and completing our combination with Desktop Metal, despite Nano\u2019s self-interested campaign led by a Board and management team whose legality and authority continue to be in question.\u201d<\/p>\n Reasons for the Stratasys Board\u2019s Recommendation<\/b><\/p>\n \nAs further detailed in the Schedule 14D-9, which has been filed with the U.S. Securities and Exchange Commission (\u201cSEC\u201d), and highlighted in the investor presentation released today, the Stratasys Board considered numerous factors in reaching its recommendation that Stratasys shareholders reject Nano\u2019s partial offer and deliver a Notice of Objection against the offer, including the following:<\/p>\n Cautionary Note to Stratasys Shareholders<\/b><\/p>\n \nThe Board wishes to emphasize to Stratasys\u2019 shareholders the importance of delivering a Notice of Objection to reject Nano\u2019s partial tender offer in addition<\/b> to not tendering any shares in the offer.<\/p>\n \nNot taking any action is not sufficient to express opposition to the tender offer and may result in Nano being able to consummate its offer. Under Israeli tender offer rules, Nano\u2019s tender offer will fail if the shares covered by submitted Notices of Objection are greater than or equal to the number of shares tendered in the offer.<\/p>\n \nIf you have tendered any of your Stratasys ordinary shares, you can still withdraw them. For assistance in withdrawing your Stratasys ordinary shares or filing a Notice of Objection, you can contact your broker or Stratasys\u2019 information agent, Morrow Sodali LLC (\u201cMorrow Sodali\u201d), at the phone number and email below.<\/p>\n Additional Information<\/b><\/p>\n \nThe full basis for the Board’s unanimous recommendation is set forth in Stratasys\u2019 Schedule 14D-9 filed today with the SEC and is available on the SEC’s website at www.sec.gov<\/a>. Copies of the Schedule 14D-9 may also be obtained on the Company’s website at https:\/\/www.stratasys.com\/en\/<\/a> or by contacting Morrow Sodali LLC toll-free at (800) 662-5200 or (203) 658-9400 or via email at SSYS@info.morrowsodali.com<\/a>.<\/p>\n \nVisit www.NextGenerationAM.com\/NanoObjection<\/a> for the full investor presentation and additional information about how Stratasys shareholders can deliver a Notice of Objection to protect their investment.<\/p>\n Advisors<\/b><\/p>\n \nJ.P. Morgan is acting as exclusive financial advisor to Stratasys, and Meitar Law Offices and Wachtell, Lipton, Rosen & Katz are serving as legal counsel.<\/p>\n About Stratasys<\/b><\/p>\n \nStratasys is leading the global shift to additive manufacturing with innovative 3D printing solutions for industries such as aerospace, automotive, consumer products, healthcare, fashion and education. Through smart and connected 3D printers, polymer materials, a software ecosystem, and parts on demand, Stratasys solutions deliver competitive advantages at every stage in the product value chain. The world\u2019s leading organizations turn to Stratasys to transform product design, bring agility to manufacturing and supply chains, and improve patient care.<\/p>\n \nTo learn more about Stratasys, visit www.stratasys.com<\/a>, the Stratasys blog<\/a>, Twitter<\/a>, LinkedIn<\/a>, or Facebook<\/a>. Stratasys reserves the right to utilize any of the foregoing social media platforms, including the Company\u2019s websites, to share material, non-public information pursuant to the SEC\u2019s Regulation FD. To the extent necessary and mandated by applicable law, Stratasys will also include such information in its public disclosure filings.<\/p>\n \nStratasys is a registered trademark and the Stratasys signet is a trademark of Stratasys Ltd. and\/or its subsidiaries or affiliates. All other trademarks are the property of their respective owners.<\/p>\n Cautionary Statements Regarding Forward-Looking Statements<\/b><\/p>\n \nThis news release contains \u201cforward-looking statements\u201d within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are often characterized by the use of forward-looking terminology such as \u201cmay,\u201d \u201cwill,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cestimate,\u201d \u201ccontinue,\u201d \u201cbelieve,\u201d \u201cshould,\u201d \u201cintend,\u201d \u201cproject\u201d or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things: factors relating to Nano\u2019s offer, including actions taken by Nano in connection with the offer, actions taken by Stratasys or its shareholders in respect of the offer and the effects of the offer, the completion or failure to complete the offer, on Stratasys\u2019 businesses, or other developments involving Nano; the ultimate outcome of the transaction with Desktop Metal; the timing of the transaction with Desktop Metal; the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction with Desktop Metal; the ability to satisfy closing conditions to the completion of the transaction with Desktop Metal (including any necessary shareholder approvals); other risks related to the completion of the transaction with Desktop Metal and actions related thereto. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. For a discussion of some of the risks and important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements, see the discussion in Item 3.D \u201cKey Information – Risk Factors\u201d, Item 4 \u201cInformation on the Company\u201d, and Item 5 \u201cOperating and Financial Review and Prospects\u201d in the Company\u2019s Form 20-F for the fiscal year ended December 31, 2022.<\/p>\n Important Additional Information<\/b><\/p>\n \nThis press release is not an offer to purchase or a solicitation of an offer to sell the ordinary shares of Stratasys. In response to a tender offer commenced by Nano, Stratasys has filed with the Securities and Exchange Commission a Solicitation\/Recommendation Statement on Schedule 14D-9. STRATASYS SHAREHOLDERS ARE ADVISED TO READ STRATASYS\u2019 SOLICITATION\/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO ANY TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Stratasys shareholders may obtain a copy of the Solicitation\/Recommendation Statement on Schedule 14D-9, as well as any other documents filed by Stratasys in connection with the tender offer by Nano or one of its affiliates, free of charge at the SEC\u2019s website at www.sec.gov<\/a>. In addition, investors and security holders may obtain free copies of these documents from Stratasys by directing a request to Stratasys Ltd., 1 Holtzman Street, Science Park, P.O. Box 2496, Rehovot 7612, Israel, Attn: Yonah Lloyd, VP Investor Relations, or by calling +972-74-745-4029.<\/p>\n \nIn connection with the proposed transaction with Desktop Metal, Stratasys also intends to file with the SEC a registration statement on Form F-4 that will include a joint proxy statement of Stratasys and Desktop Metal and that also constitutes a prospectus of Stratasys. Each of Stratasys and Desktop Metal may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement\/prospectus or registration statement or any other document that Stratasys or Desktop Metal may file with the SEC. The definitive joint proxy statement\/prospectus (if and when available) will be mailed to shareholders of Stratasys and Desktop Metal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT\/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement\/prospectus (if and when available) and other documents containing important information about Stratasys, Desktop Metal and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http:\/\/www.sec.gov<\/a>. Copies of the documents filed with, or furnished, to the SEC by Stratasys will be available free of charge on Stratasys\u2019 website at https:\/\/investors.stratasys.com\/sec-filings<\/a>. Copies of the documents filed with the SEC by Desktop Metal will be available free of charge on Desktop Metal\u2019s website at https:\/\/ir.desktopmetal.com\/sec-filings\/all-sec-filings<\/a>.<\/p>\n Participants in the Solicitation<\/b><\/p>\n \nStratasys and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Stratasys, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Stratasys\u2019 proxy statement for its 2022 Annual General Meeting of Shareholders, which was filed with the SEC on August 8, 2022, and Stratasys\u2019 Annual Report on Form 20-F for the fiscal year ended December 31, 2022, which was filed with the SEC on March 3, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement\/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement\/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Stratasys using the sources indicated above.<\/p>\n 1<\/sup> Denotes 2032 based TAM View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20230530005316\/en\/<\/a><\/span><\/p>\n \nInvestor Relations \nMorrow Sodali \nU.S. Media \nIsrael Media \nYael Arnon KEYWORDS:<\/b> Minnesota United States North America<\/p>\n INDUSTRY KEYWORDS:<\/b> Manufacturing Other Manufacturing Technology Software Chemicals\/Plastics<\/p>\n
\nStratasys Ltd. (Nasdaq: SSYS) (\u201cStratasys\u201d or the \u201cCompany\u201d), a leader in polymer 3D printing solutions, today announced that its Board of Directors (the \u201cBoard\u201d), after consultation with its independent financial and legal advisors, unanimously determined that the partial tender offer by Nano Dimension Ltd. (Nasdaq: NNDM) (\u201cNano\u201d) to acquire ordinary shares of Stratasys for $18.00 per share in cash substantially undervalues the Company and is NOT<\/b> in the best interests of Stratasys shareholders. Accordingly, the Board unanimously recommends that shareholders reject the offer and deliver a Notice of Objection against the offer. <\/b>Information regardinghow to deliver a Notice of Objection can be found at www.NextGenerationAM.com\/NanoObjection<\/a>.<\/p>\n\n
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2<\/sup> Factset as of 05\/23\/2023
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3<\/sup> Before executing the Covestro acquisition<\/p>\n<\/p>\n
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Yonah Lloyd
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CCO \/ VP Investor Relations
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Yonah.Lloyd@stratasys.com<\/a><\/p>\n
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SSYS@info.morrowsodali.com
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(800) 662-5200
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(203) 658-9400<\/p>\n
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Ed Trissel \/ Joseph Sala \/ Kara Brickman
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Joele Frank, Wilkinson Brimmer Katcher
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(212) 355-4449<\/p>\n
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Rosa Coblens
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VP Sustainability, Public Relations IL & Global Internal Communications
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Rosa.Coblens@stratasys.com<\/a><\/p>\n
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Scherf Communications
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yaela@scherfcom.com
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+972527202703<\/p>\n
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