\nStratasys Ltd. (Nasdaq: SSYS) (\u201cStratasys\u201d or the \u201cCompany\u201d), a leader in polymer 3D printing solutions, today urged its shareholders NOT to tender their shares into Nano Dimension Ltd.\u2019s (Nasdaq: NNDM) (\u201cNano\u201d) unsolicited partial tender offer to acquire ordinary shares of Stratasys for $18.00 per share in cash, and to deliver a Notice of Objection against the partial tender offer.<\/p>\n
This press release features multimedia. View the full release here: https:\/\/www.businesswire.com\/news\/home\/20230620646783\/en\/<\/a><\/p>\n \nThe Stratasys Board believes that Nano\u2019s partial offer of $18.00 per share substantially undervalues Stratasys\u2019 industry\u2010leading position and growth opportunities, which are even larger in light of the pending merger with Desktop Metal. Nano\u2019s partial tender offer is a coercive, highly opportunistic and self-interested attempt to acquire control of Stratasys and derail the Company\u2019s significant growth opportunities and strategic plan for value creation.<\/p>\n Don\u2019t be misled: There is substantial risk that Nano\u2019s partial tender offer will never be consummated or will be significantly delayed<\/b><\/p>\n \nMoreover, Nano\u2019s campaign is led by a Board and management team whose legitimacy and composition remains in doubt. Consequently, Nano\u2019s legal authority to make and consummate the partial tender offer remains subject to adjudication in the Israeli courts due to ongoing litigation with its largest shareholder, Murchinson Ltd. Additionally, Nano\u2019s management team has demonstrated a disregard for shareholder value and is ill-equipped to successfully operate a global business at the scale of Stratasys, underscored by Nano\u2019s track record of poor leadership, governance policies and reporting standards as well as a history of value-destructive acquisitions, including DeepCube and NanoFabrica.<\/p>\n \nFurthermore, there is substantial risk that Nano\u2019s partial tender offer will never be consummated or will be significantly delayed. Nano\u2019s tender offer is subject to numerous conditions, including that the Stratasys Board has terminated the Stratasys shareholders rights plan and that Nano has obtained the approval from the Committee on Foreign Investment in the United States (\u201cCFIUS\u201d), which will likely take several months or more, and obtained other unspecified regulatory approvals. Therefore, contrary to Nano\u2019s recent statements on the likely timing of the closing of its tender offer following June 26, and that their offer has \u201cno risk\u201d1<\/sup>, Nano\u2019s offer is in fact highly contingent and its timing is uncertain. Stratasys therefore believes that Nano will extend its partial tender offer on or before June 26.<\/p>\n \nTendering into Nano\u2019s partial tender offer of $18.00 per share would only encourage Nano\u2019s opportunistic and coercive attempt to acquire Stratasys at an inadequate price, while NOT tendering into Nano\u2019s partial tender offer will show support for the Stratasys Board and management team and allow Stratasys shareholders to have their vote to realize the full value of the pending transaction with Desktop Metal.<\/p>\n \nUnlike tender offers in the U.S.,under Israeli 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. Therefore, in addition to not tendering, filing a Notice of Objection could help cause the tender to fail.<\/p>\n \nThe Stratasys Board recognizes that Nano Dimension has constructed an unfair, coercive process that makes it difficult and confusing for shareholders that own Stratasys shares beneficially (as do a vast majority of Stratasys shareholders) to file a Notice of Objection. Stratasys has informed Nano, its tender offer agents and the Israeli courts that this process must be fixed so it is equally as accessible and easy for a beneficial owner of Stratasys shares to file a Notice of Objection as it is to tender shares into Nano\u2019s partial tender offer.<\/p>\n The Stratasys Board Urges Shareholders NOT TO TENDER their Shares<\/b><\/p>\n To deliver a Notice of Objection, CONTACT YOUR BROKER and instruct them to deliver a Notice of Objection on your behalf. If you have already tendered your shares, you can still withdraw them.<\/span><\/b><\/p>\n \nIf you need any further assistance filing a Notice of Objection, please contact your broker or Stratasys\u2019 information agent:<\/p>\n \nMorrow Sodali LLC \nCall toll-free (800) 662-5200 or (203) 658-9400 About Stratasys<\/b><\/p>\n \nStratasysis 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 Forward-Looking Statements<\/b><\/p>\n \nThis document contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the actual results of Stratasys Ltd. and its consolidated subsidiaries (\u201cStratasys\u201d) may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements.<\/p>\n \nSuch forward-looking statements include statements relating to the proposed transaction between Stratasys and Desktop Metal, Inc. (\u201cDesktop Metal\u201d), including statements regarding the benefits of the transaction and the anticipated timing of the transaction, and information regarding the businesses of Stratasys and Desktop Metal, including expectations regarding outlook and all underlying assumptions, Stratasys\u2019 and Desktop Metal\u2019s objectives, plans and strategies, information relating to operating trends in markets where Stratasys and Desktop Metal operate, statements that contain projections of results of operations or of financial condition and all other statements other than statements of historical fact that address activities, events or developments that Stratasys or Desktop Metal intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management\u2019s beliefs and assumptions made based on information currently available to management. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words \u201coutlook,\u201d \u201cguidance,\u201d \u201cexpects,\u201d \u201cbelieves,\u201d \u201canticipates,\u201d \u201cshould,\u201d \u201cestimates,\u201d and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Stratasys\u2019 or Desktop Metal\u2019s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described 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 Stratasys\u2019 Annual Report on Form 20-F for the year ended December 31, 2022 and Part 1, Item 1A, \u201cRisk Factors\u201d in Desktop Metal\u2019s Annual Report on Form 10-K for the year ended December 31, 2022, each filed with the Securities and Exchange Commission (the \u201cSEC\u201d), and in other filings by Stratasys and Desktop Metal with the SEC. These include, but are not limited to: factors relating to the partial tender offer commenced by Nano Dimension Ltd. (\u201cNano\u201d), 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 on Stratasys\u2019 businesses, or other developments involving Nano, the ultimate outcome of the proposed transaction between Stratasys and Desktop Metal, including the possibility that Stratasys or Desktop Metal shareholders will reject the proposed transaction; the effect of the announcement of the proposed transaction on the ability of Stratasys and Desktop Metal to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; the timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals); other risks related to the completion of the proposed transaction and actions related thereto; changes in demand for Stratasys\u2019 or Desktop Metal\u2019s products and services; global market, political and economic conditions, and in the countries in which Stratasys and Desktop Metal operate in particular; government regulations and approvals; the extent of growth of the 3D printing market generally; the global macro-economic environment, including headwinds caused by inflation, rising interest rates, unfavorable currency exchange rates and potential recessionary conditions; the impact of shifts in prices or margins of the products that Stratasys or Desktop Metal sells or services Stratasys or Desktop Metal provides, including due to a shift towards lower margin products or services; the potential adverse impact that recent global interruptions and delays involving freight carriers and other third parties may have on Stratasys\u2019 or Desktop Metal\u2019s supply chain and distribution network and consequently, Stratasys\u2019 or Desktop Metal\u2019s ability to successfully sell both existing and newly-launched 3D printing products; litigation and regulatory proceedings, including any proceedings that may be instituted against Stratasys or Desktop Metal related to the proposed transaction; impacts of rapid technological change in the additive manufacturing industry, which requires Stratasys and Desktop Metal to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of Stratasys\u2019 or Desktop Metal\u2019s products; and disruptions of Stratasys\u2019 or Desktop Metal\u2019s information technology systems.<\/p>\n \nThese risks, as well as other risks related to the proposed transaction, are included in the registration statement on Form F-4 and joint proxy statement\/prospectus that has been filed with the Securities and Exchange Commission (\u201cSEC\u201d) in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form F-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Stratasys\u2019 and Desktop Metal\u2019s respective periodic reports and other filings with the SEC, including the risk factors identified in Stratasys\u2019 and Desktop Metal\u2019s Annual Reports on Form 20-F and Form 10-K, respectively, and Stratasys\u2019 Form 6-K reports that published its results for the quarter ended March 31, 2023, which it furnished to the SEC on May 16, 2023, and Desktop Metal\u2019s most recent Quarterly Reports on Form 10-Q. The forward-looking statements included in this communication are made only as of the date hereof. Neither Stratasys nor Desktop Metal undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.<\/p>\n No Offer or Solicitation<\/b><\/p>\n \nThis communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.<\/p>\n Important Additional Information<\/b><\/p>\n \nIn connection with the proposed transaction, Stratasys filed with the SEC a registration statement on Form F-4 that includes 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 registration statement has not yet become effective. After the registration statement is effective, the definitive joint proxy statement\/prospectus 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 definitive joint proxy statement\/prospectus 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 \nThis communication 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 Participants in the Solicitation<\/b><\/p>\n \nStratasys, Desktop Metal and certain of their respective 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. Information about the directors and executive officers of Desktop Metal, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Desktop Metal\u2019s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2023 and Desktop Metal\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 1, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement\/prospectus and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the joint proxy statement\/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Stratasys or Desktop Metal using the sources indicated above.<\/p>\n 1<\/sup> Nano Dimension SC TO-T\/A, June 16, 2023<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20230620646783\/en\/<\/a><\/span><\/p>\n \nInvestor Relations \nMorrow Sodali \nU.S. Media \nIsrael Media \nYael Arnon KEYWORDS:<\/b> United States North America Israel Middle East Minnesota<\/p>\n INDUSTRY KEYWORDS:<\/b> Manufacturing Technology Engineering Software Chemicals\/Plastics<\/p>\n
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509 Madison Avenue, 12th Floor
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New York, NY 10022<\/p>\n
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Email: SSYS@info.morrowsodali.com<\/a><\/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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