Nano Dimension: Stratasys New Release Misleads Their Shareholders
April 19 2023 - 8:48AM
Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension”, “NANO” or the
“Company”), a leading supplier of Additively Manufactured
Electronics (“AME”) and multi-dimensional polymer, metal &
ceramic Additive Manufacturing (“AM”) 3D printers, today responded
to the statement released by Stratasys Ltd. (Nasdaq: SSYS) on April
18th, 2023:
“It is disappointing that Stratasys has resorted
to sowing misinformation and falsehoods in its rebuff of Nano
Dimension’s acquisition offer that would provide immediate and
certain cash payment at a compelling premium to share price
to Stratasys shareholders.
COURT RULED: NANO CAN COMPLETE THE STRATASYS
ACQUISITION:These claims are nothing more than a desperate
attempt to mask the Board’s clear entrenchment and efforts to
mislead shareholders. The facts speak for themselves.
- The Israeli court’s ruling vindicated Nano Dimension’s position
that its Board of Directors has the full authority to continue to
lead and govern the Company as they have been, including as it
relates to Nano Dimension’s proposed acquisition of Stratasys.
- Clearly the Stratasys' board members are trying to exploit the
court decision in order to interfere with the Company's intention
to initiate a Special Tender Offer to the shareholders of Stratasys
in order to preserve their position as board members. In its ruling
from April 16th, 2023, the district court in Lod, Israel, rejected
Murchinson’s motion and stated explicitly that Murchinson’s motion
“whereby the Company will not be allowed to take any action
that is not in the ordinary course of business… will harm the
Company in an excessive way” and explicitly
mentioned the completion of the Stratasys transaction as an example
where such a restriction cannot be accepted.
- The Company has a clear and full authority to take
actions that are not in the ordinary course of business
including the Stratasys transaction and any claim made to
the contrary by Stratasys is false and misleading.
MURCHINSON & ANSON’S ILIGAL
ACTIONS:
- The Company intends to appeal against the appointment of the
two observers.The fact remains that Murchinson and Anson’s sham
vote was illegitimate and invalid. Nano Dimension is appealing to
the Israeli Supreme Court to block the Court’s temporary
appointment of the two Murchinson observers, which is not for the
best interest of the Company and its shareholders; those observers
have one goal – to interfere with the Company’s business affairs
and transactions and as a result harm the interests of the
Company’s shareholders. Murchinson’s aggressive action to call an
illegal shareholders meeting should not be rewarded with an
appointment of two observers, where other shareholders do not enjoy
the same right.
- Murchinson and Anson’s Invalid Meeting Results Demonstrate
Nano Dimension Shareholders’ Lack of Interest in their Agenda:
Over 90% of Nano Dimension shares, excluding those owned by
Murchinson or Anson, either voted against Murchinson’s nominees or
took no action. In other words, excluding their own shares,
Murchinson and Anson garnered support representing less than 9.5%
of shares voted. The embarrassingly low voter turnout is proof that
Nano Dimension shareholders will not be coerced by an actor who the
Company believes is solely interested in making a quick profit at
the expense of substantial potential long-term value for other
shareholders.
“IT’S TIME TO ALLOW STRATASYS SHAREHOLDERS TO
HAVE THEIR SAY: Nano Dimension will continue to proceed towards
acquiring Stratasys as it prepares for an all-cash special tender
offer at $18.00 per share, which would allow shareholders to choose
for themselves and receive a significant and immediate premium for
their shares.”
About Nano DimensionNano Dimension’s
(Nasdaq: NNDM) vision is to transform existing electronics and
mechanical manufacturing into Industry 4.0 environmentally friendly
& economically efficient precision additive electronics and
manufacturing – by delivering solutions that convert digital
designs to electronic or mechanical devices - on demand, anytime,
anywhere.Nano Dimension’s strategy is driven by the application of
deep learning-based AI to drive improvements in manufacturing
capabilities by using self-learning & self-improving systems,
along with the management of a distributed manufacturing network
via the cloud.Nano Dimension serves over 2,000 customers across
vertical target markets such as aerospace & defense, advanced
automotive, high-tech industrial, specialty medical technology,
R&D and academia. The company designs and makes Additive
Electronics and Additive Manufacturing 3D printing machines and
consumable materials. Additive Electronics are manufacturing
machines that enable the design and development of
High-Performance-Electronic-Devices (Hi-PED®s). Additive
Manufacturing includes manufacturing solutions for production of
metal, ceramic, and specialty polymers-based applications - from
millimeters to several centimeters in size with micron
precision.Through the integration of its portfolio of products,
Nano Dimension is offering the advantages of rapid prototyping,
high-mix-low-volume production, IP security, minimal environmental
footprint, and design-for-manufacturing capabilities, which is all
unleashed with the limitless possibilities of additive
manufacturing.For more information, please visit
www.nano-di.com
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995 and other
Federal securities laws. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” and similar
expressions or variations of such words are intended to identify
forward-looking statements. For example, Nano Dimension is using
forward-looking statements in this press release when it discusses
the completion of a transaction with Stratasys, the special tender
offer to Stratasys shareholders, and its intention to appeal to the
Israeli Supreme Court. Because such statements deal with future
events and are based on Nano Dimension’s current expectations, they
are subject to various risks and uncertainties. Actual results,
performance, or achievements of Nano Dimension could differ
materially from those described in or implied by the statements in
this press release. The forward-looking statements contained or
implied in this press release are subject to other risks and
uncertainties, including those discussed under the heading “Risk
Factors” in Nano Dimension’s annual report on Form 20-F filed with
the Securities and Exchange Commission (“SEC”) on March 30th, 2023,
and in any subsequent filings with the SEC. Except as otherwise
required by law, Nano Dimension undertakes no obligation to
publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events. References and
links to websites have been provided as a convenience, and the
information contained on such websites is not incorporated by
reference into this press release. Nano Dimension is not
responsible for the contents of third-party websites.
NANO DIMENSION INVESTOR RELATIONS
CONTACTInvestor Relations | ir@nano-di.com
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