Nano Dimension, the most important shareholder in Stratasys after it bought an extra 12% of shares in July 2022, has introduced that it opposes and intends to vote towards Stratasys’ proposed merger with Desktop Steel. Nano has additionally urged fellow Stratasys shareholders to affix in casting votes towards the transaction on the upcoming Extraordinary Assembly of Shareholders (EGM) set to be held on September 28, 2023.
Nano Dimension is the most important shareholder in Stratasys with roughly 14.1% of Stratasys’ abnormal shares.
Stratasys reiterated its intention to pursue the completion of the merger settlement with Desktop Steel on September 12, 2023, when it terminated merger talks with 3D Programs after an improved supply from the corporate mentioned to be value 27 USD per share was rejected by the Stratasys Board.
Yoav Stern, CEO of Nano Dimension mentioned: “The chance to vote on Stratasys’ proposed merger with Desktop Steel is rapidly approaching. We categorical to our fellow shareholders our deep conviction that this merger can be extremely dilutive and lead to vital worth destruction, sacrificing profitability and monetary flexibility of Stratasys for restricted upside.
“We intend to vote AGAINST the proposed merger. Abstaining or not voting shouldn’t be sufficient to point out your opposition and we urge fellow Stratasys shareholders to affix us in voting AGAINST the transaction.”
Learn extra:
An entire timeline of the Stratasys + Nano Dimension + Desktop Steel + 3D Programs story (thus far)
Nano Dimension shareholders re-elect all firm director nominees at 2023 AGM
Nano Dimension to “stand down” on Stratasys and withdraw particular tender supply
Nano Dimension gives $1.1 billion to accumulate Stratasys
TCT Explainer: The ability battle at Nano Dimension
Nano Dimension says its opposition to a merger of Stratasys with Desktop Steel is predicated on the next rationale:
- Desktop Steel is a cash-burning1 former particular goal acquisition firm (SPAC) that has underperformed and destroyed substantial shareholder worth. As of September 13, 2023, Desktop Steel has misplaced over $3.9 billion of worth, representing nearly 90% of its fairness worth, since changing into a public firm in 2020.
- The proposed Desktop Steel merger is a defensive transfer by an entrenched board of administrators that may be extremely dilutive to Stratasys shareholders within the rapid time period, leaving shareholders with simply 59% possession of the mixed firm. Stratasys shareholders can be making a gift of 41% possession to purchase an organization that’s constantly shedding cash.
- Simply weeks after rejecting Nano Dimension’s supply for Stratasys, at over $25 per share, Stratasys plans to subject shares at as we speak’s worth – which is lower than half of the prior Nano Dimension all money supply which was rejected. This straight contradicts Stratasys’ declare that its inventory is undervalued. By utilizing its abnormal shares as consideration, cash-generating Stratasys can be paying a premium worth to accumulate underperforming Desktop Steel, sacrificing profitability and capital preservation for a pricey addition to the top-line.
- With the proposed Desktop Steel merger, Stratasys shareholders are promised unsure long-term worth that depends on ambiguous theoretical synergies and the unproven Desktop Steel progress story, which aren’t offset by the introduced value synergies.
- As an alternative of pursuing this costly, extremely dilutive and speculative transaction that contemplates the issuance of recent fairness at as we speak’s low valuations, the board of administrators of Stratasys ought to rethink a real exploration of the quite a few gives the corporate has obtained at valuations greater than double the present share worth. Not doing so demonstrates a neglect of the Stratasys board fiduciary responsibility and extreme governance malpractice.
Holders of Stratasys abnormal shares as of the shut of enterprise on August 24, 2023, are entitled to vote on the Stratasys EGM, and will need to have voted by 11:59 pm ET on Wednesday, September 27, 2023 for his or her vote to be counted.
