Nano Dimension increases Stratasys offer to $25.00 per share
Stratasys categorically rejected Nano Dimension’s offer yesterday (using some not-too-nice terms in doing so) so what does Nano Dimension do? In the best haggling tradition the company is increasing its special tender offer price to $25.00 per share from $24.00, in cash, less any required withholding taxes and without interest, to purchase between 31.9% and 36.9% of the outstanding ordinary shares of Stratasys.
The expiration date of the offer period has been extended to 5:00 p.m., New York Time, on July 31st, 2023 (unless further extended or earlier terminated). According to Nano management “tendering shares to Nano will deliver 233% more cash to Stratasys shareholders in the near-term than any currently available alternative and preserves the ability to generate future value creation through strategic M&A opportunities.”
The increased price represents a significant premium to all relevant Stratasys historical trading levels, including a 93% premium to the unaffected 60-day average share price. The company naturally argues that “Nano’s special tender offer is the most compelling offer for Stratasys shareholders and remains the only alternative available that provides certain, near-term cash value at a significant premium and the quickest path for Stratasys shareholders to realize value.”
The successful completion of the special tender offer would increase Nano Dimension’s beneficial ownership of Stratasys to between 46% and 51% of the outstanding ordinary shares, inclusive of the approximately 14.1% of Stratasys’ outstanding ordinary shares that Nano Dimension currently owns.
Nano also believes that the latest 3D Systems offer’s value is inflated by an unsustainable 3D Systems share price, arguing that “on a 30- , 60-, 90- and 180-day VWAP basis, 3D Systems offer is worth barely $22 per share, substantially below Nano’s $25.00 all-cash offer. Additionally, since 3D Systems’ latest offer on July 13th, 2023, its share price has declined 6%5, further highlighting the significant value uncertainty of the majority stock consideration of 3D Systems’ offer.
Following the successful completion of the special tender offer, as the largest shareholder of Stratasys, Nano Dimension intends to support a review of strategic alternatives for Stratasys to further enhance shareholder value, including through industry consolidation, possibly through a negotiated combination with 3D Systems or increasing Nano’s ownership of Stratasys to 100%.
