Stratasys Ltd SC TO-T/A, filed Jun 8, 2023
Stratasys Ltd. (SSYS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 2)
Tender Offer Statement under
Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
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STRATASYS LTD.
(Name of Subject Company (Issuer))
NANO DIMENSION LTD.
(Name of Filing Person (Offeror))
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Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M85548101
(CUSIP Number of Class of Securities)
Yael Sandler
Chief Financial Officer
Nano Dimension Ltd.
2 Ilan Ramon, Ness Ziona
7403635, Israel
Telephone: +972-73-7509142
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
_____________________________________
With copies to:
Oded Har-Even, Esq.
Howard Berkenblit, Esq.
Angela Gomes, Esq.
Eric Victorson, Esq.
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Telephone: (212) 660-3000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transaction to which the statement relates:
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third-party tender offer subject to Rule 14d-1 |
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issuer tender offer subject to Rule 13e-4 |
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going-private transaction subject to Rule 13e-3 |
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amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”) filed by Nano Dimension Ltd., a company organized under the laws of the State of Israel (“Nano”), with the U.S. Securities and Exchange Commission on May 25, 2023, as subsequently amended. The Schedule TO relates to the offer by Nano to purchase up to 27,925,689 outstanding ordinary shares, NIS 0.01 par value per share, of Stratasys Ltd. (“Stratasys” and “Stratasys Shares,” respectively), not already owned by Nano, such that Nano would own up to and no more than 55% of the outstanding Stratasys Shares upon consummation of the offer, with a minimum condition of acquiring at least 53% of the outstanding Stratasys Shares, but in any event no less than 5% of the outstanding Stratasys Shares, at the price of $18.00 per Stratasys Share, to the seller in cash, less any required withholding taxes and without interest, upon the terms of, and subject to the conditions to, the Offer to Purchase, dated May 25, 2023 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments and supplements thereto, the “Letter of Transmittal” and together with the Offer to Purchase, the “offer”), copies of which are attached to the Schedule TO as exhibits (a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth in this Amendment No. 2, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference in response to all of the items of the Schedule TO and is supplemented by the information specifically provided herein. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO and the Offer to Purchase.
ITEMS 1 THROUGH 9 AND ITEM 11.
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
(1) By adding the following disclosure as the penultimate paragraph of Section 1 of the Offer to Purchase, entitled “Background of the Offer; Contacts with Stratasys”:
“On May 25, 2023, Stratasys and Desktop Metal, Inc. (“Desktop Metal”) announced that they had entered into a merger agreement with Tetris Sub Inc., a wholly-owned subsidiary of Stratasys, providing for the merger of Tetris Sub Inc. with and into Desktop Metal, with Desktop Metal surviving the merger as a wholly-owned subsidiary of Stratasys (the “Proposed Merger”). Nano does not consider the Proposed Merger to have triggered the Change of Business Condition and does not expect the Proposed Merger to close prior to the Final Expiration Date.”
(2) By adding the following disclosure as the last paragraph of Section 1 of the Offer to Purchase, entitled “Background of the Offer; Contacts with Stratasys”:
“On June 8, 2023, we issued a press release and an investor presentation illustrating our views of the relative advantages of the offer over alternative proposed transactions. On the same day, we launched a website dedicated to the offer, www.StratasysValueNow.com. On the same day, we conducted outreach to certain Stratasys shareholders via e-mail.”
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
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DESCRIPTION |
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(a)(5)(F) |
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(a)(5)(G) |
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(a)(5)(H) |
Form of E-mail sent by Nano to certain Stratasys shareholders on June 8, 2023. |
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(a)(5)(I) |
Special Tender Offer Information Website, launched by Nano on June 8, 2023. |
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SIGNATURE
After due inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
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NANO DIMENSION LTD. |
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By: |
/s/ Yael Sandler |
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Name: |
Yael Sandler |
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Title: |
Chief Financial Officer |
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Dated: June 8, 2023
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EXHIBIT INDEX
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DESCRIPTION |
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(a)(1)(A)* |
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(a)(1)(B)* |
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(a)(1)(C)* |
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(a)(1)(D)* |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
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(a)(1)(E)* |
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
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(a)(1)(F)* |
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(a)(1)(G)*** |
Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”). |
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(a)(1)(H)* |
Summary Advertisement as published in the New York Times on May 25, 2023. |
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(a)(5)(A)* |
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(a)(5)(B)* |
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(a)(5)(C)* |
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(a)(5)(D)* |
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(a)(5)(E)* |
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(a)(5)(F)** |
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(a)(5)(G)** |
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(a)(5)(H)** |
Form of E-mail sent by Nano to certain Stratasys shareholders on June 8, 2023. |
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(a)(5)(I)** |
Special Tender Offer Information Website, launched by Nano on June 8, 2023. |
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(b) – (h) |
Not applicable. |
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107* |
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* Previously filed.
** Filed herewith.
*** To be filed by amendment.
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Exhibit (a)(5)(F)
Nano Dimension Highlights Advantages of Its $18.00 Cash Per Share
Special Tender Offer for Stratasys vs. Other Alternatives
Nano’s All-Cash Offer Guarantees Cash Value at a Compelling Premium
Nano’s Offer is Superior to Uncertainty and Downside Risk Presented by Desktop Metal Transaction and to 3D Systems’ Unsolicited, Ill-Defined Proposal
Tender Offer Provides Avenue Through Which to Fix Stratasys Without Its Management and Board Entering into Another Ill-Advised Transaction
Investor Presentation and Website (www.StratasysValueNow.com) Detail Advantages of Nano’s Cash Offer Over Volatile Shares of Non-Profitable and Cash-Burning Alternatives
Stratasys Shareholders Have Until June 26, 2023, to Tender Shares to Nano — Contact Georgeson Toll- Free at (877) 668-1646 for More Information on How to Tender
Waltham, Mass., June 08, 2023 (GLOBE NEWSWIRE) — 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 provided Stratasys shareholders with additional informational resources illustrating Nano Dimension’s views of the relative advantages of its special tender offer for shareholders of Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) over Stratasys’ merger with Desktop Metal Inc. (NYSE: DM) (“Desktop Metal”) and the unsolicited proposal from 3D Systems Corp. (NYSE: DDD) (“3D Systems”), including an investor presentation and a website, www.StratasysValueNow.com, dedicated to the tender offer.
On May 25, 2023, Nano Dimension commenced a Special Tender Offer to purchase between 38.8% and 40.8% of the outstanding ordinary shares of Stratasys for $18.00 per share in cash. The successful completion of the special tender offer would increase Nano Dimension’s beneficial ownership of Stratasys to between 53% and 55% of the outstanding ordinary shares of Stratasys, inclusive of the approximately 14.1% of Stratasys’ outstanding ordinary shares that Nano Dimension currently owns.
“Stratasys shareholders face a simple choice: certain all-cash value at a premium or two alternative transactions, each of which we believe present a high degree of uncertainty,” said Yoav Stern, Nano Dimension’s Chairman and CEO. “We are confident our $18.00 per share tender offer is the right path for Stratasys shareholders and delivers greater value than what Stratasys can create independently, or via a transaction with Desktop Metal or 3D Systems. Two lemons don’t automatically create lemonade, just by squeezing them together.”
Mr. Stern continued, “We remain committed to completing the special tender offer, to driving much needed improvement in leadership and performance at Stratasys and to creating a path to establishing a preeminent leader in the rapidly growing AM market. We intend to do so by focusing on gross margins, EBITDA and earnings-per-share profitability to create value for Stratasys’ shareholders, in contrast to current management’s empty promises of becoming “a billion-dollar company” every two to three years, only to deliver further cash burn and value destruction.
“As just one example, the current and first-time CEO of Stratasys sold MakerBot in September 2022 for no proceeds (it actually required further funding to separate it). MakerBot, which Stratasys acquired in 2013, generated $15.7 million in revenue in 2012, was acquired under the fraught leadership of a former CEO and current Board member of Stratasys, and cost Stratasys and its shareholders over $400 million. Our tender offer is an opportunity to change that trajectory as we catalyze Stratasys to realize its full potential.”
Mr. Stern concluded, “With a successful outcome of the tender, we will continue to execute on our strategic plan to drive value creation for our shareholders and other stakeholders, both in Nano and in Stratasys, and the profitability of both will benefit all. Our management will be compensated based on the performance of Stratasys’ operations, no less than Nano’s, as Stratasys will be our main business asset.”
The presentation released today illustrates Nano Dimension’s views of the benefits of its all-cash special tender offer to Stratasys shareholders and the potential downside of the pending Desktop Metal merger and unsolicited offer from the cash-strapped 3D Systems — two transactions comprised of volatile shares and insignificant cash components from cash-strapped companies. The presentation is summarized below:
• Nano Dimension’s Offer Provides Certain Value to Stratasys Shareholders
• The Company’s $18.00 per share special tender offer delivers certain, near-term premium, all-cash value to Stratasys shareholders.
• Offer price is a premium to all relevant Stratasys historical trading levels, including a 26% premium to the unaffected closing price as of March 3, 2023.
• The Company has cash and cash equivalents on hand totaling approximately $1 billion to complete the special tender offer.
• The transaction has the full support of Nano Dimension’s management team and Board of Directors. The deal is not subject to Nano shareholder approval and has been formally approved to proceed by the District Court in Israel.
• The Proposed Desktop Metal Merger Would Be Highly Dilutive, Requiring Stratasys to Pay a Premium and Provide Financial Support While Offering Limited Upside
• Desktop Metal is a cash-burning former special purpose acquisition company (SPAC) that has underperformed and destroyed substantial shareholder value, based on market data as of May 30, 2023. Since its 2020 initial public offering, Desktop Metal has lost $3.8 billion of value, representing 85% of its equity value.
• The proposed Desktop Metal merger would be highly dilutive to Stratasys shareholders in the immediate term, leaving shareholders with just 59% ownership of the combined company. Stratasys shareholders would be giving away 41% ownership to buy a money-losing company.
• The proposed merger will require a lengthy process and a high degree of uncertainty, requiring a Desktop Metal shareholder vote, a Stratasys shareholder vote, as well as regulatory review. As evidence, shareholders have already filed lawsuits against both companies regarding their corporate governance practices.
• The proposed stock-for-stock transaction structure contradicts Stratasys’ claim that Stratasys’ stock is undervalued. By using its ordinary shares as consideration, cash- generating Stratasys would be paying a premium price to acquire underperforming Desktop Metal, sacrificing profitability and capital preservation for a costly addition to the top-line.
• With the proposed Desktop Metal merger, Stratasys shareholders are given uncertain and longer-term value that relies on ambiguous theoretical synergies and the to-be-proven Desktop Metal Growth Story that are not offset by the announced cost synergies. Approximately half of the estimated $50 million annual run-rate synergies are derived from corporate cost elimination which requires significant time to implement.
• 3D Systems’ Unsolicited Proposal Offers Even Less Certainty Even if Accepted by Stratasys as a Superior Proposal
• The small portion of cash consideration — only $7.50 — leaves Stratasys shareholders with an unclear value of 3D Systems’ stock, particularly in light of the company’s challenged past financial performance.
• The potential 3D Systems transaction is subject to significant uncertainty, requiring two shareholder votes as well as regulatory review.
• 3D Systems has an unstable and highly leveraged balance sheet as well as hundreds of millions of dollars’ worth of loans and liabilities.
• Based on Nano’s understanding, 3D Systems is depleting 100% of its cash reserves for this deal, in addition to losing cash on an operating basis. 3D Systems would likely need to raise capital — diluting Stratasys shareholders’ holdings.
• Stratasys shareholders would primarily be given minority stock in 3D Systems, creating a greater level of transaction risk and uncertainty, with a company that has a history of missed forecasts and value destruction, including losing money in four of the five last years.
• Triggers the Desktop Metal transaction’s termination fee if Stratasys were to determine this is a superior proposal.
All of the information related to the tender offer, can be found on the dedicated website launched today, including the benefits of the special tender offer to Stratasys’ shareholders and the strategic rationale for the tender offer, at http://www.stratasysvaluenow.com. For information on how to tender, please contact Georgeson toll-free at (877) 668-1646.
The investor presentation released today can also be accessed on the investor relations page of Nano Dimension’s website.
Nano Dimension has filed with the SEC a tender offer statement on Schedule TO, including an offer to purchase, which provides the terms and conditions of the special tender offer. The special tender offer will expire at 11:59 p.m. EDT on Monday, June 26, 2023, unless extended or earlier terminated in accordance with the offer to purchase and the applicable rules and regulations of the SEC and Israeli law. The closing of the special tender offer is subject to certain conditions, including that at least 5% of the issued and outstanding Stratasys shares are validly tendered and not properly withdrawn, at least 53% of the issued and outstanding Stratasys shares when aggregated with the Stratasys shares held by Nano are validly tendered and not properly withdrawn, the Stratasys board of directors redeem its Rights Plan, dated July 25, 2022 and any Rights that may be issued and outstanding thereunder or Nano being satisfied in its sole discretion that the Rights will not become exercisable as a result of the tender offer, as described in the tender offer materials, including the offer to purchase, a related letter of transmittal and other tender offer documents.
Important Information About the Special Tender Offer
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Stratasys or any other securities, nor is it a substitute for the tender offer materials described herein. A tender offer statement on Schedule TO, including an offer to purchase, a related letter of transmittal and other tender offer documents, was filed with the SEC by Nano Dimension on May 25, 2023, as subsequently amended. Stratasys filed with the SEC a solicitation/recommendation statement on Schedule 14D-9, as required by the tender offer rules, on May 30, 2023, as subsequently amended.
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ BOTH THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.
Investors and security holders may obtain a free copy of the offer to purchase, the related letter of transmittal, certain other tender offer documents and the solicitation/recommendation Statement and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson LLC, the information agent for the tender offer, named in the tender offer statement. In addition, Stratasys files annual reports, interim financial statements and other information, and Nano Dimension files annual reports, interim financial statements and other information with the SEC, which are available to the public at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by Stratasys may be obtained at no charge on the investor relations page of Stratasys’ website at www.stratasys.com. Copies of the documents filed with the SEC by Nano Dimension may be obtained at no charge on the investor relations page of Nano Dimension’s website at www.nano-di.com.
About Nano Dimension
Nano 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 potential benefits and advantages of the special tender offer, the expiration time and date for the special tender offer, potential for growth and value creation opportunities as a result of the special tender offer and the integration of Stratasys and the Company, and the comparative benefits of the Company’s tender offer weighed against the anticipated outcomes of the alternative transactions between Stratasys and Desktop Metal and between Stratasys and 3D Systems, respectively.
Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties. The completion of the special tender offer would be subject to certain conditions as described in the tender offer materials, including the offer to purchase, a related letter of transmittal and other tender offer documents. 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 SEC on March 30, 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 CONTACT
Investor Relations | ir@nano-di.com
NANO DIMENSION MEDIA CONTACTS
Kal Goldberg / Bryan Locke / Kelsey Markovich | NanoDimension@fgsglobal.com
Exhibit (a)(5)(G)
Forward Looking Statements This presentation of Nano Dimension Ltd. (the “Company” or “Nano Dimension”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and other 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, the Company is using forward-looking statements when it discusses the timing of the proposed tender offer, the comparative benefits of the Company’s tender offer weighed against the anticipated outcomes of the alternative transactions between Stratasys Ltd. (“Stratasys”) and Desktop Metal Inc. (“Desktop”) and between Stratasys and 3D Systems Corp. (“3D Systems”), respectively, the integration of Stratasys’ assets, business verticals, and customer base into the Company’s current operations, the integration of Stratasys’ assets, business verticals, and customer base into 3D Systems’ current operations, the integration of Desktop’s assets, business verticals, and customer base into Stratasys’ current operations, and the integration of Stratasys the potential upside of the Company’s and Stratasys’s products opportunities. Because such statements deal with future events and are based on the Company’s current expectations, they are subject to various risks and uncertainties. Actual results, performance, or achievements of Company’s could differ materially from those described in or implied by the statements in this Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs and projections, many of which, by their nature, are inherently uncertain. Such expectations, beliefs and projections are expressed in good faith. However, there can be no assurance that management’s expectations, beliefs and projections will be achieved, and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. For a more detailed description of the risks and uncertainties affecting the Company and Stratasys, reference is made to the Company’s and Stratasys’s reports filed from time to time with the Securities and Exchange Commission (“SEC”), including, but not limited to, the risks detailed in the Company’s annual report for the year ended December 31, 2022, and the risks detailed in Stratasys’s annual report for the year ended December 31, 2022, filed with the SEC. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. Certain of the statistical and graphical information contained in this presentation is drawn from research databases and other sources, including websites of the Company’s competitors. Such expectations, beliefs and projections as they relate to information derived from these sources are expressed in good faith, but the actual data and information derived from these sources may differ materially from what is described herein.
Important Information About the Special Tender Offer This presentation is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Stratasys or any other securities, nor is it a substitute for the tender offer materials described herein. A tenderoffer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents was filed on May 25th, 2023by Nano Dimension with the SEC and we expect that Stratasys will file a solicitation/recommendation statement on Schedule 14D-9 with theSEC as required by the tender offer rules. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ BOTH THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. Investors and security holders may obtain a free copy of the Offer to Purchase, the related Letter of Transmittal, certain othertender offer documents and the Solicitation/Recommendation Statement (when available) and other documents filed with the SEC at the website maintained by the Important Information About the Special Tender Offer This presentation is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Stratasys or any other securities, nor is it a substitute for the tender offer materials described herein. A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents was filed on May 25th, 2023, as subsequently amended, by Nano Dimension with the SEC. Stratasys filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC on May 31, 2023, as subsequently amended. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ BOTH THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. Investors and security holders may obtain a free copy of the Offer to Purchase, the related Letter of Transmittal, certain other tender offer documents and the Solicitation/Recommendation Statement and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson LLC, the information agent for the tender offer named in the tender offer statement. In addition, Stratasys files annual reports, interim financial statements and other information, and Nano Dimension files annual reports, interim financial statements and other information with the SEC, which are available to the public at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by Stratasys may be obtained at no charge on the investor relations page of Stratasys’ website at www.stratasys.com. Copies of the documents filed with the SEC by Nano Dimension may be obtained at no charge on the investor relations page of Nano Dimension’s website at www.nano-di.com. No Offer or Solicitation This presentation is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Stratasys or any other securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction, nor is it a substitute for the tender offer materials described herein.
Nano Dimension’s All-Cash Offer Is Superior to the Pending Desktop Metal Merger or Proposed 3D Systems Unsolicited Offer Uncertain alternative transactions would leave Stratasys shareholders dependent for a long time on the share price performance of Stratasys or 3D Systems, which have both been underperforming for many years Nano Dimension’s $18 per share fully-funded, all-cash offer for Stratasys shares delivers certain, near-term, premium value for tendering shareholders while remaining shareholders will benefit from the strength of Nano’s balance sheet, cash reserves and leadership Desktop Metal merger: Highly dilutive and money-losing Overpriced Significant value uncertainty Significant time to close Proposed acquisition by 3D Systems: Little cash consideration Money-losing company; transaction leaves no cash for future operations Significant share value uncertainty Significant time to close On May 25, 2023, Stratasys entered into a Merger Agreement with Desktop Metal This transaction is subject to closing conditions including Desktop Metal and Stratasys shareholder approvalsOn June 2, 2023, 3D Systems submitted a non-binding indicative offer to acquire Stratasys with cash and stock Stratasys has not yet responded to 3D Systems’ offer and an agreed transaction may not materialize
Nano Dimension’s All Cash Offer is the Superior Alternative for Stratasys Shareholders Highly dilutive and money-losing Overpriced Significant value uncertainty Significant time to close Dilutive transaction – giving away ~40% ownership to buy a money-losing company Significant expected Desktop Metal losses are not offset by announced cost synergies Merger with de-SPAC with history of overpromises that destroyed $3.8 BILLION(2) shareholder value Uncertain longer-term value relies on ambiguous theoretical synergies and to-be-proven Desktop Metal growth story Lengthy and uncertain time to close driven by requirement for two shareholder votes and regulatory review Near-Term Certainty – Guaranteed Cash via Nano’s Special Tender Offer $18 per share offer delivers all cash, near-term, premium value to Stratasys shareholders Nano has cash on hand to complete the special tender offer Tendering shareholders receive cash promptly following the closing of the special tender offer Provides a premium above relevant Stratasys trading metrics: 26% premium to the unaffected price as of March 3rd, 2023 39% premium to the 60-day VWAP as of March 3rd, 2023 13% premium to Stratasys’ own advisor’s last target price(3) The transaction has the full support of Nano’s management team and Board of Directors and the deal is NOT subject to Nano shareholder approval or any court approval Little cash consideration Money-losing company; transaction leaves no cash for future operations Significant share value uncertainty(1) Significant time to close Stratasys shareholders only receive $7.50 in cash in addition to 3D Systems shares Stock portion of consideration is contingent on highly uncertain combined equity value Majority of equity research analysts rate NYSE: DDD either ‘hold’ or ‘sell’(4) Unstable balance sheet: Combined company would have depleted cash resources and would likely need to raise dilutive capital Lengthy and uncertain time to close driven by requirement for two shareholder votes and regulatory review Source: Company filings, FactSet Note: Market data as of 5/30/2023; (1) 3D System’s proposed acquisition is an unsolicited non-binding indicative proposal that is subject to rejection or negotiation by Stratasys’ Board of Directors; due to stock component, the value of the transaction consideration fluctuates day by day; (2) Decrease in equity value since the de-SPAC transaction on 12/10/2020; (3) J.P. Morgan suspended equity research coverage of Stratasys on March 12, 2023 due to conflict of interest; (4) Research analysts per FactSet as shown on chart on pg. 9
Desktop Metal Merger is Cash Burning and Value Destroying From day one, Desktop Metal has underperformed and destroyed shareholder value Desktop Metal Value Destruction (Share price in $) Desktop Metal has destroyed $3.8 BILLION of value – more than 85% - since its de-SPAC(1) on December 10th, 2020 $40 $30 $20 $10 $0 $41 $72 $110 $155 $211 $266 $306 $337 $374 (90.3)%(2) (Share price in $) Jan-21 Apr-21 Jul-21 Oct-21 Jan-22 Apr-22 Jul-22 Oct-22 Jan-23 Apr-23 Desktop Metal Share Price Desktop Metal Cumulative Cash Burn(3) ($ in millions) Source: Desktop Metal SEC filings, FactSet Note: Market data as of 5/30/2023; (1) Represents equity values; (2) Discrepancy between percentage decrease in equity value and percentage decrease in share price is due to change in share count over time; (3) Represents cumulative cash flow from operations since Q1 2021
Combination of Nano Dimension & Stratasys: Enhances the Value Proposition to the Companies’ Current and Future Customer Bases Through Enlarged Product Portfolio and R&D Efforts Establishes world-leading player in evolving AM
Desktop Metal has a Track Record of Failing to Meet Projections and Destroying Shareholder Value Desktop Metal has underperformed on targets it presented to investors in the August 2020 de-SPAC presentation Observations Desktop Metal 2020 de-SPAC Presentation 2022 Results Acquisitions used to mask weak underlying organic performance Gross margin remains significantly below guidance Burning cash at a rate more than 17x estimates $166 million 2022E Organic Revenue Estimate Per 2020 de-SPAC Presentation 42.3% 2022E Gross Margin Estimate Per 2020 de-SPAC Presentation ($11) million 2022E Free Cash Flow Estimate Per 2020 de-SPAC Presentation(2)(3) $49 million Estimated 2022 Organic Revenue(1) 7.2% 2022A Gross Margin ($193) million 2022A Free Cash Flow(2) Source: Desktop Metal SEC filings, Equity research, Desktop Metal Investor Presentation Note: (1) Based on William Blair estimates, Desktop Metal acquired ~$150mm annual revenue between ExOne, EnvisionTECand Dental Arts Labs, and another ~$10mm of revenue from several smaller acquisitions during 2021, leading to organic revenue estimated at $49mm for 2022A; (2) Free Cash Flow equals Cash Flow from Operations less Capital Expenditures; (3)Not inclusive of estimated public company-related costs of approximately $6 million per year
Paying a Premium for Dilutive, Smaller Desktop Metal With ~$200M Revenue and ~$200M(1) Cash Loss in 2022 Just Doesn’t Add Up Transaction leaves Stratasys shareholders with just ~60% ownership of combined company Desktop Metal Will Own ~40% of the Combined Company Despite Contributing Nothing But Weak Performance ($ in millions) Combined Revenue Combined Non-GAAP Net Income Desktop Metal has 22% of revenue of the combined company(2) Desktop Metal generates an annualized(2) GROSS LOSS of ($5mm) Desktop Metal generates an annualized(2) negative adjusted EBITDA of ($156mm) Desktop Metal is burning cash vs. Stratasys has cash 2023E 2022A 2021A 2020A $217, 25% $862 $645, 75% $857 $209, 24% $648, 76% $719 $607, 84% $537 $17, 3% $521, 97% ($87) ($99) $12 ($730) ($740) $10 ($245) ($240) ($240) ($104) ($90) ($14) Combined Company Stratasys Desktop Metal Highly dilutive to Stratasys ownership Dilutive to EPS – doubling from ($1.24) to ($2.44)(2) Burns cash Source: Desktop Metal and Stratasys SEC filings, Desktop Metal and Stratasys press releases, FactSet and Consensus Estimates Note: (1) Cash Flow from Operations less Capital Expenditures; (2) Represents Q1 2023 annualized financials
3D Systems’ Offer Does Not Provide Better Value to Stratasys Shareholders and Has Less Certainty – Weak Balance Sheet with $450M Debt(1) 3D Systems offer provides little cash value to Stratasys shareholders; the majority of transaction consideration is in 3D Systems stock, which has a history of financial and operational underperformance 3D Systems Offer Lagging 3D Systems Share Price Performance Despite Being One of the Industry Incumbents – 2 Year Share Price Performance Unclear Total Value Per Stratasys Share Stratasys shareholders will be left with very little cash and a minority stake in 3D Systems, which has a history of missed forecasts and value destruction Majority of equity research analysts rate NYSE: DDD either ‘hold’ or ‘sell’(3) Buy: 1 / 8 Hold: 6 / 8 Sell: 1 / 8 Value of Cash Component Value of Stock Componen(2) $7.50 t “We see minimal opportunity for scaling benefit [...]. We also see potential challenges from anti-trust […].” – Credit Suisse, June 1st, 2023(4) 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Jun-21Aug-21Oct-21Dec-21Feb-22Apr-22Jun-22Aug-22Oct-22Dec-22Feb-23Apr-23Jul-23 $40 $35 $30 $25 $20 $15 $10 64.4% 72.1% $5 Buy + Overweight (left) Hold (left) Sell + Underweight (left) Price (right) Target price (right) Source: FactSet, Company filings, Equity research Note: Market data as of 5/30/2023; (1) As of March 31, 2023; (2) Determined at 1.2057 3D Systems shares per one Stratasys share; (3) Research analysts per FactSet; (4) Shannon Cross, Credit Suisse, June 1st, 2023
Receiving 3D Systems Stock is not Compelling for Stratasys Shareholders Stratasys shareholders would own ~40% of the combined company with an uncertain outlook PF Ownership Weak and Inconsistent Financial Performance – Net Income and EPS Since 2018, 3D Systems had mostly negative net income and EPS ($ in millions) Stratasys’ shareholders are being offered a minority stake in 3D Systems, which lost money in 4 out of the 5 last years 3D Systems’ Management Has Consistently Missed Historical Operating Targets FY22 revenue guidance was revised downwards multiple times 3D Systems~60% Stratasys~40% $322 $2.55 2018 2019 2020 2021 2022 ($45) ($0.41) ($70) ($0.61) ($150) ($1.27) ($0.96) Net Income Diluted EPS $630 $625 $570 $580 $570 $530 $530 $535 $538 FY22 Guidanceas of 3/1/2022 FY22 Guidanceas of 5/10/2022 FY22 Guidanceas of 8/9/2022 FY22 Guidanceas of 11/9/2022 FY2022 ActualRevenue
Nano Dimension’s Fully-funded, All-cash Offer for Stratasys Shares Delivers Certain, Immediate Cash, Premium Value Versus Alternatives Stratasys and Desktop Metal Claim “Growth Opportunities for the Combined Company: The Desktop Metal transaction is expected to establish a uniquely scaled additive manufacturing company that would be one of the largest companies in the industry, targeting $1.1B in 2025 revenue. “Opportunities for Meaningful Synergies: Significant revenue and cost synergies are expected as a result of the Desktop Metal transaction, including $50M of revenue synergies by 2025.” “Increased Financial Strength: The combination is expected to create a well-capitalized business with a very attractive financial model […].” 3D Systems Claim “Participation in highly certain value creation through realization of approximately $100 million in estimated cost synergies.” “Regulatory approvals obtainable in a timely manner.” Reality While revenues will increase modestly, the combined company gross margins, cash flows and net income will decrease substantially Stratasys sacrifices profitability and capital preservation for a costly addition to the top-line and maintaining independence Approximately half of the estimated $50 million annual run-rate cost synergies are derived from corporate cost elimination which requires years to implement; the remaining cost synergies from COGS and other Opex optimization and any revenue synergies typically require even longer ramp-up periods Shareholders will have to wait for synergies to be realized and value to be created – if at all Cash generating Stratasys is paying a premium price for the merger with cash burning Desktop Metal with $(193) million 2022A Free Cash Flow (1); current cash position allows for less than two years runway Lack of quantifiable support for 3D Systems’ claims and uncertainty for Stratasys shareholders when and if synergies would be realized “We see minimal opportunity for scaling benefit [...]. We also see potential challenges from anti-trust […].” – Credit Suisse, June 1st, 2023(2) Potential regulatory uncertainty as this proposed combination represents the combination of the largest and second largest players in the 3D printing space Source: Desktop Metal SEC filings Note: (1) Free Cash Flow equals Cash Flow from Operations less Capital Expenditures; (2) Shannon Cross, Credit Suisse, June 1st, 2023
Nano Dimension’s All-Cash Offer Is Superior to the Pending Desktop Metal Merger or Proposed 3D Systems Unsolicited Offer Nano Dimension’s $18 per share fully-funded, all-cash offer for Stratasys shares delivers certain, near-term, premium value for tendering shareholders while remaining shareholders will benefit from the strength of Nano’s balance sheet, cash reserves and leadership Desktop Metal merger: Highly dilutive and money-losing Overpriced Significant value uncertainty Significant time to close Proposed acquisition by 3D Systems: Little cash consideration Money-losing company; transaction leaves no cash for future operations Significant share value uncertainty Significant time to close Shareholders Have Until June 26th, 2023, to Tender Shares into the Tender Offer For more information, please visit: www.StratasysValueNow.com If you have any questions about how to tender your shares, please call the information agent for the tender offer, Georgeson, toll-free at (877) 668-1646
Exhibit (a)(5)(H)
June 8, 2023
[Name],
As you have likely seen, Nano Dimension has initiated a special tender offer of Stratasys’ ordinary shares at $18.00 per share. The purpose of the offer is to purchase between 38.8% and 40.8% of additional Stratasys’ outstanding ordinary shares such that we would own between 53% and 55% of the outstanding Stratasys shares, inclusive of Nano Dimension’s ownership of approximately 14.1% of Stratasys’ outstanding shares. I would like to highlight a few key points about the offer, which Nano Dimension’s management team and Board of Directors unanimously stand behind, and to reiterate Nano Dimension’s strong recommendation for all Stratasys shareholders to participate in the offer. Our special tender offer:
i. Provides $18.00 per share in cash at a compelling premium–39% above the unaffected 60-day VWAP as of March 3rd, 2023.
ii. Provides certain value during a time of significant market volatility and broader macroeconomic uncertainty.
iii. Stands superior to an uncertain and highly dilutive proposed transaction with Desktop Metal Inc. or an uncertain transaction with 3D Systems Corp., given the risks associated with these competing transactions.
In the context of the current market challenges and compared to a potentially risky stock merger, the Nano Dimension special tender offer delivers certain and near-term all-cash value at a compelling premium. We believe that Stratasys — either as a standalone company or through any other business combination — will not be able to deliver the compelling value our offer provides.
With a successful outcome of the tender, we will continue to execute on our strategic plan to drive value creation for our shareholders and other stakeholders, both in Nano and in SSYS, where profitability of both will benefit all. We expect our management to be compensated on the performance of SSYS operations, as SSYS will become Nano’s largest business asset.
From conversations with other Stratasys investors, we know that many shareholders also believe our offer provides shareholders with near-term outsized value relative to the alternatives. I would welcome the opportunity to schedule a call with you to walk you through our perspectives on the offer. Additionally, I will be in the New York City area between Thursday, June 8th and Friday, June 16th if you are interested in meeting in person.
For additional information on how to tender your shares, please call our Information Agent, Georgeson LLC, toll free at (877) 668-1646. Additional information about the offer is available on our website, www.StratasysValueNow.com. The offer will expire at 11:59 p.m., New York time, on June 26th, 2023, unless earlier terminated or extended.
Thank you for your consideration.
Yours,
[ ]
Important Information About the Special Tender Offer
This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Stratasys or any other securities, nor is it a substitute for the tender offer materials described herein. On May 25, 2023, Nano Dimension Ltd. (“Nano Dimension” or “Nano”) filed with the SEC a tender offer statement on Schedule TO, including an offer to purchase, a related letter of transmittal and other tender offer documents, as subsequently amended. On May 30, 2023, Stratasys Ltd. (“Stratasys”) filed with the SEC a solicitation/recommendation statement on Schedule 14D-9, as subsequently amended, as required by the tender offer rules.
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ BOTH THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.
Investors and security holders may obtain a free copy of the offer to purchase, the related letter of transmittal, certain other tender offer documents and the solicitation/recommendation statement and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson LLC, the Information Agent for the tender offer, named in the tender offer statement. In addition, Stratasys files annual reports, interim financial statements and other information with the SEC, and Nano Dimension files annual reports, interim financial statements and other information with the SEC, which are available to the public at the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Stratasys may be obtained at no charge on the investor relations page of Stratasys’ website at www.stratasys.com. Copies of the documents filed with the SEC by Nano Dimension may be obtained at no charge on the investor relations page of Nano Dimension’s website at www.nano-di.com.
Exhibit (a)(5)(I)
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