Stratasys and its board of directors have unanimously rejected the revised unsolicited proposal received from Nano Dimension to acquire Stratasys for $20.05 per share in cash.
Consistent with its fiduciary duties, and in consultation with its independent financial and legal advisors, the Stratasys Board of Directors carefully reviewed and evaluated the revised proposal. Following its review, the Stratasys Board concluded that Nano’s proposal continues to substantially undervalue Stratasys in light of its standalone prospects and is not in the best interests of Stratasys and its shareholders.
Additionally, the general composition and legitimacy of Nano’s board and management, and authority to submit and follow through on a bona fide acquisition proposal, remain unclear due to Nano’s pending court litigation with its largest shareholder, Murchinson Ltd. Murchinson requisitioned a meeting of Nano shareholders to, among other things, remove Nano CEO Mr. Yoav Stern and three other Nano directors and elect two new directors, with the goal of “reporting out to shareholders within 60 days of new directors being seated a cohesive strategy for enhancing value.” Murchinson announced that the Nano shareholder meeting was held on March 20, 2023, and that all of the changes regarding the composition of Nano’s board, including the removal of Mr. Stern, were approved by 92% of the Nano shares voting. Murchinson, Nano and Mr. Stern are now involved in litigation as to who in fact is currently leading Nano. Thus, Nano’s revised proposal, in addition to substantially undervaluing Stratasys, is subject to significant uncertainty as to the composition, leadership and decision-making authority of Nano’s board.
In this regard, the Stratasys Board and management team are concerned that a take-over proposal while Nano's authority is unclear legally and subject to a court ruling would expose Stratasys, its shareholders and other stakeholders to the harmful spillover effects of what, in Stratasys' judgment, is an unprecedented and confusing situation.
