Nano Dimension, an Israel-based manufacturer of 3D electronics printers, has formally offered to acquireStratasys, the company founded by the inventor of FDM 3D printing. Nano Dimension CEO Yoav Stern has also taken to YouTube to warn against “lowball bottom feeders from Toronto” and the ongoing moves by activist investor Murchinson. Observers have linked the announcement by Nano Dimension, which comes ahead of a shareholder vote, to the recent appointment of Lazard as a Corporate Defense Advisor to the company in February. The purchase of Stratasys could be seen as a tactic to defend against the activist investor Murchinson.
The offer made by Nano Dimension to acquire Stratasys is $18 per share. Nano Dimension notes this is a 36% premium on the closing price of Stratasys as of March 1st, 2023. The proposed transaction has been put to the board of Stratasys and is confirmed by the company in a short statement saying, “it has received an unsolicited non-binding indicative offer from Nano Dimension Ltd”. The Stratasys statement continues, “Directors will carefully review and evaluate the proposal to determine the course of action that it believes is in the best interests of the Company and Stratasys shareholders.” Stratasys concludes that “Stratasys shareholders do not need to take any action at this time.”
Regular readers will recall the briefing from the3D打印行业Executive Surveyhighlighting the opportunities for enterprises “sitting on sizeable cash balances” to acquire unvalued competitors. Shares in Stratasys during the past year have traded in the range of $11.04 to $27.64, with yesterday’s closing price at the lower end of that range at $14.01.
Nano Dimension is a 14.5% shareholder in Stratasys, becoming the largest shareholder in July 2022. At the time, Stratasys CCO Yonah Lloyd told 3D Printing Industry his company had implemented a limited duration Rights Plan, more commonly known as a poison pill, to “protect the company’s long-term interests and all Stratasys shareholders.” TheStratasys毒药gives shareholders the right to acquire additional shares in Stratasys for a lower cost than an “acquiring person,” defined as a shareholder with a 15% or greater holding. The rights plan is set to expire on July 24, 2023.
Nano Dimension gives a rationale for the acquisition of Stratasys
Stratasys公司收购的纳米尺寸是ld be conducted for approximately $1.1 billion in cash. Nano Dimension has provided details of how they believe the business combination would be advantageous and highlights that Stratasys is a leader in premium polymer-based 3D printing systems, while Nano Dimension is a pioneer in 3D printing for challenging applications like electronics and high-performance components. The combination will create an unmatched platform with an unrivaled portfolio of additive manufacturing capabilities, complemented by new high-growth products. The combined company’s R&D capabilities will be ideally positioned to drive rapid innovation in 3D printing, including the deployment of Nano Dimension’s AI group. Combining capabilities will increase opportunities for deepening relationships with existing customers and acquiring new ones and provide cross-selling opportunities. Significant synergies will be created by streamlining the organization, improving cost structure, aligning overhead and go-to-market efforts, and combining R&D resources.
According to Nano Dimension, the proposed transaction represents a unique opportunity to create significant value for Stratasys management and employees. The combined company will be a leader in growth and profitability.
Nano Dimension的董事长兼首席执行官Yoav Stern总结说：“我们非常尊重Stratasys的业务，包括首席执行官Yoav Zeif博士，我们相信他是Stratasys最近积极势头的建筑师。Nano Dimension和Stratasys共同为客户提供了越来越令人兴奋的解决方案，同时变得更好，可以在AME（加上制造的电子产品）和AM Industries中竞争。我们认为，这对于两家公司的所有利益相关者（股东，客户，管理，员工和业务合作伙伴）来说都是一个非凡的机会。近年来，AM市场的规模不断增长，并加速了显着的技术进步，并且正处于其下一阶段的发展和增长的风口浪尖上。将Stratasys和Nano Dimension聚集在一起是关于将两家公司取得成功，并将该行业带入下一阶段。随着Nano Dimension的强烈创新文化和成功合并整合的记录，我们希望为所有利益相关者释放重要的价值。我们期待继续与Stratasys进行讨论，以进行相互接受的交易。”
A battle between Murchinson and Nano Dimension
Before the news today, Nano Dimension was subject to an activist investor’s takeover approach.
In February 2023, Murchinson, an investment firm with a then 5.1% holding in Nano Dimension, published anopen letter to the shareholders of Nano Dimension对首席执行官Yoav Stern表示不满。
默金森的信件强调了Nano Dimension的一系列收购，并批评了无机增长策略。Nano Dimension确实积极地建立了收购企业的投资组合。纳米维度的收购包括纳米(Revenue: $10.5 million),Admatec/Formatec(Revenue: $5.3 million),Essemtec(Revenue: $29.7 million),Global Inkjet Systems（收入：1000万美元）和DeepCube(not generating revenue at the time of acquisition).
Murchinson called for removing four directors, including Yoav Stern, from the Nano Dimension board and the placement of Murchinson-backed candidates Kenneth H. Traub and Dr. Joshua Rosensweig.
Nano Dimension responded to the initial letter on January 30th, 2023 saying, “Murchinson Ltd. request for a special meeting of the shareholders does not fit legal requirements and was Rejected by Nano Dimension.” Nano Dimension continued, “Given Murchison’s record of stock manipulations, violations of law and legal proceedings with United States regulatory authorities, the Board is committed to carefully examine any demand made by Murchinson as well as their conduct surrounding the Company in order to protect the rights of all of Nano Dimension’s shareholders and for the benefit of the Company.”
A follow-up press release from Nano Dimension on March 8th, 2023 with the subject, “Nano Dimension Highlights Serious Allegations Against Murchison Ltd.’s Owner, Marc Bistricer, by the Ontario Securities Commission (“OSC”)” made a list of claims “reiterating serious allegations made by staff of OSC in its case against Mr. Marc Bistricer (owner of Murchison Ltd.), his private holding company, Saline Investments Ltd. (part owner of Murchinson Ltd., “Saline”), and other market participants (together with Bistricer and Saline, the “respondents”) to hold them “accountable for an illegal and abusive short selling scheme that violated Ontario securities law and was contrary to the public interest.”
On this same day, Murchinson issued another press release entitled, “Murchinson Issues Letter to Fellow Shareholders Encouraging Them to See Through Nano Dimension’s Deceptive Scare Tactics and Make Their Voices Heard.” The press release continued, “Shareholders Should Ask Themselves Why the Yoav Stern-led Board Refuses to Address Murchinson’s Factual Arguments and Instead Continues to Hide Behind Threats and Attacks.” Murchinson also used the opportunity to tell shareholders that voting by Nano Dimension ADS holders would be cut off on March 13th ahead of the Special General Meeting of Shareholders planned for March 20th, 2023. No meeting is mentioned on the Nano Dimension website.
3月9日，默金森（Murchinson）的新闻稿引用了国际代理咨询公司，机构股东服务公司（“ ISS”），他说：“ ISS在Nano Dimension上迫切需要完全认可的变更。显然，国际空间站（ISS） - 我们相信其他股东 - 分享了我们在整个竞选中对公司令人震惊的绩效，治理和无视公司及其股东的最大利益的担忧。值得注意的是，该报告阐明了董事长兼首席执行官斯特恩先生在黑人和白色的罪魁祸首。ISS作为有争议的情况的专家，以及作为客观的第三方的尊敬的地位，应强调股东，纳米维度的变更呼吁是正确的。如ISS指出，等待意味着冒着进一步破坏价值的风险。我们强烈鼓励同胞股东今天投票。”
在新闻发布会上,Murchinson指出,“许可n to quote ISS was neither sought nor obtained.”
In a statement made on March 9th, 2023, Nano Dimension says, “Nano Dimension vehemently disagrees with ISS’s recommendation. There is no valid meeting on March 20th, 2023, and Nano Dimension has not solicited any proxy cards. Therefore, we did not meet with ISS. Murchinson is attempting to convene an illegal meeting, thus disenfranchising retail shareholders that may not have had appropriate time to be notified and cast their votes. The ISS recommendation should be ignored, as it concerns an invalid shareholder meeting. We look forward to meeting with them to share our perspective, track record, and value creation strategy if and when a valid and duly called meeting will be held.”
默金森还发布了一个名为的网站保存纳米尺寸to further articulate its proposals.
Nano Dimension had previously warned shareholders, “Do not follow the instructions made in Bistricer’s Murchinson’s Illegal Notice. As previously announced on January 30th, 2023, the demand by Murchinson and Mark Bistricer to call a special shareholders meeting was rejected due to the failure of Murchison to comply with the requirements set forth under the Israeli Companies Law for calling such a meeting. Similarly, the Illegal Notice is not compliant with the Israeli Companies Law and should be disregarded by shareholders.
Only The Company will inform its shareholders if and when a valid meeting will be held.”
Nano Dimension首席执行官还于2023年3月9日前往YouTube，以回应“一个非常困惑的股东（A/K/A Murchinson）”。超过一小时零17分钟，董事长兼首席执行官Yoav Stern解释了默金森的竞选活动，以及为什么Nano Dimension发出了新闻稿发行了警告，以防投票，以及他如何与“来自多伦多的低球底部喂食者”和激进股东“游戏”而战。“ 他们正在玩。
You can watch the video here.
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Featured image shows a 3D printed PCB made by Nano Dimension. Photo via Nano Dimension.
