Stratasys has introduced that impartial proxy advisory companies Institutional Shareholder Providers (ISS) and Glass Lewis & Co. (Glass Lewis) have advisable that Stratasys shareholders vote for the re-election of the present Stratasys Board members, and towards the election of every of Nano Dimension’s nominees in reference to the 2023 Stratasys Annual Basic Assembly of shareholders on August 8, 2023.
In Stratasys’ assertion saying the suggestions from the companies it stated:
In its report dated July 27, 2023, ISS famous:
- “On this case, the dissident slate itself lacks independence, as it’s primarily composed of the dissident’s executives, who owe their skilled loyalty to the dissident’s Chair/CEO Stern. The dissident appeared to concede as a lot in its July 20, 2023 press launch by which it acknowledged that it might finally substitute its nominees with impartial administrators.”
- “…the truth that all however one of many nominees is an govt of NNDM raises issues over their independence which are tough to reconcile.”
- “On condition that the board as at present constituted seems to have responded appropriately to the newest incoming acquisition proposals, and that the election at this AGM of dissident nominees – most of whom are executives of a hostile bidder – would appear to be of restricted worth in guaranteeing an goal evaluation of the accessible options, votes are warranted for the complete administration slate.”
In its report dated July 25, 2023, Glass Lewis famous:
- “…we don’t discover Nano Dimension to have introduced a convincing case that any of its director nominees can be superior to the incumbent administrators, significantly given the truth that six of the seven Dissident Nominees are executives of Nano Dimension, which itself reveals efficiency and governance points which we take into account to be extra regarding than these noticed at Stratasys, significantly because it pertains to Mr. Stern, and can be trigger for conflicts of pursuits within the occasion that they’re elected to the Stratasys board.”
- “…because it pertains to independence, we preserve our view that seven of the eight incumbent Stratasys administrators are impartial, regardless of the Dissident’s claims, and likewise query the Dissident’s rationale for elevating issues with the truth that three Stratasys administrators have a shared affiliation at Scodix, whereas not acknowledging the irony implicit in the truth that 86% of its personal director nominees have a shared affiliation at Nano Dimension, which in our eyes would signify a extra severe battle of curiosity on condition that Stratasys and Nano Dimension are clear rivals, along with the truth that Nano Dimension has an excellent partial tender supply for the Firm.”
Additionally included within the information launch from Stratasys detailing the stories was the next assertion: “We’re happy that each ISS and Glass Lewis help the re-election of ALL of Stratasys’ impartial and extremely certified director nominees. These optimistic suggestions reaffirm that Stratasys’ director nominees are greatest certified to supervise the Firm’s continued progress on its progress trajectory and create shareholder worth within the close to, mid and long run.
“Nano Dimension Ltd.’s (“Nano”) director nominees are unqualified, not impartial and have a observe file of value-destructive behaviours. Even Nano itself acknowledges the drawbacks of its personal director nominees, claiming, in a extremely uncommon assertion, that it’ll appoint totally different administrators “for the long run” and its nominees “would cycle off the Board” over time. So why would the Stratasys shareholders vote for Nano’s nominees who’re simply non permanent placeholders for Stern?
“To be completely clear, voting for Nano’s nominees would allow Nano to successfully take management of Stratasys with out paying Stratasys shareholders, no matter Nano’s coercive partial tender supply. Nano’s nominees might substitute Stratasys’ extremely skilled administration crew, drive Stratasys right into a value-eroding enterprise mixture, or block Stratasys from partaking in discussions concerning any transactions that might maximize worth for Stratasys shareholders.”
Stratasys launched the assertion on July 27, the identical day that 3D Programs introduced a goal date for the completion of merger settlement discussions with the corporate.
Learn extra:
3D Programs publicizes date for completion of Stratasys merger discussions
Nano Dimension “units the file straight” for Stratasys shareholders with video message from CEO
