Stratasys has mailed one other letter to its shareholders in reference to its Annual Basic Assembly of Shareholders on August 8, 2023. The corporate says the letter outlines risks of electing a “non-independent” slate of “unqualified” director nominees from Nano Dimension, and explains why it believes Nano President and CEO Yoav Stern “can’t be trusted” with Stratasys.
Earlier on the identical day the letter was despatched, Nano Dimension launched a press release increasing on its intentions for adjustments to the Stratasys Board of Administrators.
The Stratasys Board of Administrators up for re-election embrace: Messrs. S. Scott Crump (a present Stratasys Board member), John J. McEleney (a present Stratasys Board member), Dov Ofer (a present Stratasys Board member), David Reis (a present Stratasys Board member), Michael Schoellhorn (a present Stratasys Board member) and Yair Seroussi (a present Stratasys Board member), and Mses. Ziva Patir (a present Stratasys Board member) and Adina Shorr (a present Stratasys Board member).
The slate proposed by Nano Dimension consists of: Messrs. Yoav Stern (Nano’s Chief Government Officer), Nick Geddes (Nano’s Chief Expertise Officer), Hanan Gino (Nano’s Chief Product Officer and Head of Strategic M&A), Zeev Holtzman (a former Stratasys director), Zivi Nedivi (Nano’s President) and Tomer Pinchas (Nano’s Chief Working Officer), and Ms. Yael Sandler (Nano’s Chief Monetary Officer).
The textual content of the July 20 letter from Stratasys to its shareholders is beneath:
The information are clear and your vote is necessary. Help the Stratasys Board and VOTE TODAY on the WHITE proxy card “FOR” the re-election of Stratasys’ administrators. The Stratasys Board urges shareholders NOT to tender into Nano Dimension Ltd.’s (“Nano”) coercive partial tender supply, to withdraw any shares beforehand tendered and to contact their dealer and instruct them to file a Discover of Objection.
Yoav Stern, Nano’s CEO, can’t be trusted and isn’t trusted by his personal shareholders. Don’t be misled by Nano and its inconsistent marketing campaign.
Why You Ought to Vote FOR Stratasys’ Slate
- Stratasys has a extremely certified, impartial and various Board.
- Mr. Stern admits that Nano’s slate of nominees is just not impartial.
- Nano’s slate of nominees is unqualified and all however one are officers of Nano.
- Officers at Nano should not certified to be Board members of Stratasys, an organization that’s greater than 10x the dimensions of Nano.
- Voting for Nano’s slate of nominees means Nano may take management of Stratasys with out paying something to Stratasys shareholders.
Why You Ought to NOT Tender Your Shares
- Nano’s partial tender supply means you’ll have as little as roughly 40% of your shares bought, assuming full participation within the supply.
- If Nano’s partial tender supply is profitable, you might probably stay a minority shareholder in a Nano-controlled firm.
- Nano’s partial tender supply implies that your Stratasys shares are valued at roughly $16 to $19 per share or much less1, assuming full participation within the supply.
- Nano has destroyed important worth and displayed disastrous governance.
Pricey Stratasys Shareholder,
Stratasys’ administration staff, overseen by the Stratasys Board of Administrators, continues to efficiently execute our “North Star” technique with demonstrable progress towards turning into a $1 billion income firm. With our successful development technique, robust governance practices and purpose-built Board, we’re positioned to ship outsized and enduring shareholder worth. Nonetheless, Nano’s coercive partial tender supply and proxy contest to take management of our Board may derail these efforts and destroy shareholder worth.
Nano’s Director Candidates are Not Certified…
5 of Nano’s nominees are Nano staff, reporting to Mr. Stern. If they’re elected to our Board, Nano will take management of Stratasys with out having paid a penny to Stratasys shareholders.
In almost twenty years, solely two Nano nominees have served on a public firm board, with a lot of the nominees missing expertise operating 3D printing corporations or corporations which might be of a comparable scale to Stratasys.
…Whereas Stratasys’ Board is Extremely Certified with Related Sector Expertise
The Stratasys Board consists of extremely certified administrators with related sector and public board expertise. The Stratasys Board has a balanced tenure, together with 4 administrators who’ve served for six to 10 years, three administrators for beneath six years and one director for over 11 years, and maintains robust governance practices and insurance policies in line or higher than market requirements.
How will Nano’s nominees act on Stratasys’ Board if elected? A Nano-controlled Board may promote Stratasys with out shareholders receiving sufficient compensation, substitute Stratasys’ extremely skilled administration staff, drive Stratasys right into a value-eroding enterprise mixture, or block Stratasys from partaking in discussions concerning any transactions that will maximize worth for Stratasys shareholders.
Mr. Stern admits that Nano’s nominees should not impartial or certified to behave in Stratasys shareholders’ long run finest pursuits, and not too long ago promised that he’ll substitute his director nominees, that are additionally Nano staff, with impartial administrators “for the long run.” Primarily based on his previous, inconsistent habits and statements, we don’t imagine he may be trusted to dwell as much as this assertion. Mr. Stern offers no timetable for these Board adjustments to occur, which suggests your funding in Stratasys may very well be at important danger for a very long time if he and his staff acquire management of the Stratasys Board.
The truth that Nano and Mr. Stern didn’t put forth an impartial, certified board that’s Nasdaq- and SEC-compliant from the outset reveals that they aren’t critical about company governance and wanted to be “reminded” by Stratasys’ proxy supplies about these authorized necessities. This isn’t the shareholder or slate of administrators to whom you’ll be able to entrust your funding in Stratasys.
HELP ENSURE STRATASYS CAN CONTINUE TO BUILD ON ITS PROGRESS TO DELIVER OUTSIZED AND ENDURING SHAREHOLDER VALUE.
Stratasys’ Board unanimously recommends that Stratasys shareholders vote on the WHITE proxy card “FOR” the re-election of the Stratasys Slate on the Annual Basic Assembly of Shareholders (the “Assembly”) on August 8, 2023.
VOTE TODAY ON THE WHITE PROXY CARD “FOR” THE RE-ELECTION OF THE STRATASYS SLATE: S. Scott Crump, John J. McEleney, Dov Ofer, Ziva Patir, David Reis, Michael Schoellhorn, Yair Seroussi and Adina Shorr.
Thanks to your assist. The Stratasys Board of Administrators
On Could 25, 2023, Stratasys introduced it had entered in to a merger settlement with Desktop Steel, then on July 17, after rejecting a number of bids from 3D Techniques, it introduced that it could enter discussions with the corporate to find out whether or not its July 13 supply would end in a “superior proposal” to the Desktop Steel merger settlement.
Learn extra: A whole timeline of the Stratasys + Nano Dimension + Desktop Steel + 3D Techniques story (to this point)
