Stratasys Ltd SC TO-T/A, filed Jun 16, 2023
Stratasys Ltd. (SSYS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 5)
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)
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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. 5 (this “Amendment No. 5”) 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. 5, 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. 5 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 last paragraph of Section 1 of the Offer to Purchase, entitled “Background of the Offer; Contacts with Stratasys”:
“On June 15, 2023, we issued a video message to shareholders of Stratasys, in which Mr. Yoav Stern outlined certain aspects of the offer and highlighted certain potential benefits of the offer. On the same day, we issued a press release announcing and providing a link to this video message.”
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
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DESCRIPTION |
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(a)(5)(I) |
Special Tender Offer Information Website, launched by Nano, as amended on June 15, 2023. |
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(a)(5)(N) |
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(a)(5)(O) |
Transcript of Video Message to Stratasys Shareholders, issued by Nano, on June 15, 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 15, 2023
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EXHIBIT INDEX
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* Previously filed.
** Filed herewith.
*** To be filed by amendment.
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Exhibit (a)(5)(I)
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Exhibit (a)(5)(N)
Nano Dimension Chairman & CEO Issues Video Message to Stratasys Shareholders To
Highlight Benefits of Its $18 Per Share All-Cash Special Tender Offer
Nano Dimension’s Offer Is the Superior Alternative for Stratasys Shareholders, Representing
Certain, Near-term Cash, at Premium Value
Stratasys Shareholders Have Until 11:59PM EDT on June 26, 2023 to Tender Shares
Nano Is Committed to Creating Value for Stratasys Shareholders and Seeks to Replace Seven
Stratasys Directors
Contact Georgeson Toll-Free at (877) 668-1646 for More Information
Learn More at www.StratasysValueNow.com
Waltham, Mass., June 15th, 2023 — 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 released a video in which Yoav Stern, Chairman and Chief Executive Officer of the Company, addresses Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) shareholders, highlighting the advantages of its special tender offer over Stratasys’ merger with Desktop Metal Inc. (NYSE: DM) (“Desktop Metal”) and the unsolicited proposal from 3D Systems Corp. (NYSE: DDD) (“3D Systems”).
Click here to watch the video: https://youtu.be/B0Q6FFcYjYs
In the video, Mr. Stern reiterates the following compelling points regarding Nano Dimension’s special tender offer:
• Nano offers the certainty of cash versus uncertainty of dilution.
• Nano’s $18.00 per share special tender offer delivers certain, near-term premium and all-cash value to Stratasys shareholders.
• Nano’s offer provides more certainty than the Desktop Metal merger or the 3D Systems unsolicited proposal. With approximately $1 billion in cash and cash equivalents, Nano has the financial capacity to complete the special tender offer, which is not subject to Nano shareholders’ approval.
• Nano has a clear vision and path to establish a market leader in Additive Manufacturing and deliver strong bottom-line results for shareholders.
• Nano will focus on gross margins, EBITDA and earnings-per-share profitability to create lasting value for Stratasys’ shareholders.
• In contrast, Stratasys management continues to make empty promises of becoming “a billion-dollar company,” only to deliver further cash burn and value destruction.
• Change within Stratasys is needed NOW. Stratasys needs better leadership, operators and decision-makers that will optimize the business to realize its potential.
• Nano has demanded that the Stratasys Board call an Extraordinary General Meeting for the purpose of removing a majority of the Stratasys Board of Directors and replacing them with highly qualified nominees proposed by Nano.
• Nano believes such action is vital to prevent further value destruction.
All of the information related to the special tender offer, including the benefits of the special tender offer to Stratasys’ shareholders and the strategic rationale for the special tender offer, can be found on the dedicated website, at http://www.stratasysvaluenow.com.
For information on how to tender, please contact Georgeson toll-free at (877) 668-1646.
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, and the Stratasys Board redeems 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, 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, the timing and potential benefits of the Extraordinary General Meeting of Stratasys, 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)(O)
Good day, ladies and gentlemen. It’s good to be here in front of you, and I mean you, Stratasys shareholders, all Stratasys shareholders. I’m here in order to discuss and describe to you our special tender offer by Nano Dimension, to buy in cash a big portion of your shares, and eventually to stay with you as shareholders and partners.
“WHAT DOES NANO DIMENSION’S OFFER DELIVER?”
Certainty of cash versus uncertainty of dilution. That’s what we’re offering you. We will pay you cash now, no questions asked. Nobody else from any other transactions that are being offered are going to do that.
We’re already your partners as we are the largest shareholder. So we are going to get $18 per share that you have in cash once the offer is closed. And you will not have to worry about, “Is it coming? Is it not coming?” because the rule and the law is the minute the $18 come to your broker, it will transfer the share.
“WHAT IS NANO DIMENSION’S PLAN & VISION FOR THE COMBINED COMPANY?”
We shall reposition the strategy of the company totally.
We’re going to be a profitable company with gross margin that are higher, with EBITDA that is growing, and with earning per share. The importance is return on investment for you, not just feeling good about having a top line.
Most of our focus is going to be moved to manage Stratasys and fix them. We have a lot of technology in our company, Nano, that can be helped by Stratasys distribution channels and go-to-market. We are going to leverage one from the other in a fair transaction and we are going to end up in a situation where your company, which we are partners with, are going to gain from growth engines and are going to gain from our management focusing on taking those growth engines through the distribution channels that your company has and delivering it to the bottom line.
“WHY IS NANO DIMENSION’S TENDER OFFER SUPERIOR TO THE DESKTOP METAL TRANSACTION?”
We give certainty in cash. You sign 26th of June. Few weeks later, you will get the cash. Then, you give your shares. There’s no risk.
Desktop Metal, what are they offering? They are offering you shares. You — offering you 41 dilution in the shares you’re holding, no cash, combining companies that are two lemons, squeezing them and hoping that there will be lemonade.
There’s not going to be lemonade. Desktop Metal in 2022 had $200 million of revenue and $200 million of negative cash. And they said they are going to major change, they are going to be profitable soon. In the first quarter of 2023, they lost more than $30 million of cash.
“WHY IS NANO DIMENSION’S OFFER SUPERIOR TO 3D SYSTEMS’?”
It’s a long-term pie in the sky of a company that’s highly leveraged and have very limited ability to grow. That’s 3D. And they want to merge with your company, Stratasys, which is much less leveraged but not going anywhere. And the two companies together will merge and will have major issues with the Hart-Scott-Rodino regulator limitations in the United States. You don’t even know if it will happen. It’s a pie in the sky.
Why would — we make a difference? We are coming with a focus on profit, and on growth of profit, and earnings per share. We are not coming with some vision or ego driven vision of, “We’ll be billion dollars company,” declared three times in the past and never fulfilled.
“WHY CHANGE IS NEEDED NOW”
We believe that urgent change is needed at Stratasys and propose dismissing the majority of the board, appointing new, highly qualified directors in each of their place.
Stratasys has a track record of underperformance and poor decision making. It needs better people to analyze and decide about strategy, better operators and decision makers to optimize the business and set the company on a path to realize its potential already.
We believe these proposed changes will help effect a long overdue change in the Stratasys board and, importantly, help to align the board with shareholders’ interest to maximize value.
The date that you have to prepare for is the 26th of June, that’s the last day to tender your shares and get your $18 in cash. I want to add here and let you know that in the last week, week and a half, we’ve been approached by your share — your partners, other shareholders of Stratasys, mostly institutions, that are supporting what we’re doing, and asking us not to give up.
And I’m looking forward to become not only a sh — the largest shareholder of you, but even larger where you and us become partners in Stratasys in a big way. Thank you very much.
Forward Looking Statements
This communication 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 ability of Nano Dimension to complete the proposed tender offer, including the ability to satisfy the conditions to the consummation of the 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 and 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 communication 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 Ltd. (“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, has been filed on May 25, 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 AN OFFER TO PURCHASE, A 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 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 the information agent for the tender offer, which will be 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 from commercial document-retrieval services and 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.