Stratasys Ltd SC 14D9/A, filed Jul 18, 2023
Stratasys Ltd. (SSYS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 15)
STRATASYS LTD.
(Name of Subject Company)
STRATASYS LTD.
(Name of Persons Filing Statement)
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M85548101
(CUSIP Number of Class of Securities)
Vered Ben Jacob, Adv.
Chief Legal Officer
1 Holtzman Street
Science Park, P.O. Box 2496
Rehovot 76124, Israel
Tel:
+972-74-745-4029
(Name, address, and telephone number of persons authorized to receive notices and
communications
on behalf of the person filing statement)
Copies
to:
| J.
David Chertok, Adv. Dr. Shachar Hadar, Adv. Jonathan Atha, Adv. Meitar Law Offices 16 Abba Hillel Road Ramat-Gan 5250608, Israel Tel: +972-3-6103186 |
Adam
O. Emmerich, Esq. Viktor Sapezhnikov, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Tel: (212) 403-1000 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 15 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Stratasys Ltd., an Israeli company (“Stratasys”), with the Securities and Exchange Commission (the “SEC”) on May 30, 2023. As previously disclosed, on May 25, 2023, Nano Dimension Ltd., an Israeli company (“Nano”), commenced an unsolicited tender offer to purchase up to 27,925,689 ordinary shares, par value NIS 0.01 per share, of Stratasys (“Stratasys ordinary shares”) not already owned by Nano, which, together with the Stratasys ordinary shares already owned by Nano, represent no more than 55% (and at least 53%) of the issued and outstanding Stratasys ordinary shares upon consummation of the tender offer, for $18.00 per share in cash, less any required withholding taxes and without interest, upon the terms and conditions set forth in the Offer to Purchase dated May 25, 2023 and in the related Letter of Transmittal and the related Notice of Objection contained in the Tender Offer Statement on Schedule TO filed by Nano with the SEC on May 25, 2023. Thereafter, on June 27, 2023, Nano announced that, as of 11:59 p.m., New York Time, on June 26, 2023 (the initial expiration date of the tender offer), 4,874,887 Stratasys ordinary shares had been validly tendered and not properly withdrawn pursuant to the tender offer, and approximately 899,973 Stratasys ordinary shares had been tendered pursuant to Notices of Guaranteed Delivery (together constituting approximately 8% of outstanding Stratasys ordinary shares). Nano subsequently revised its unsolicited tender offer to relate to up to 25,266,458 Stratasys ordinary shares not already owned by Nano, which, together with the Stratasys ordinary shares already owned by Nano, represent no more than 51% (and at least 46%) of the issued and outstanding Stratasys ordinary shares upon consummation of the tender offer, for $20.05 per share in cash, less any required withholding taxes and without interest, upon the terms and conditions set forth in the Supplement to Offer to Purchase dated June 27, 2023 and in the related First Amended Letter of Transmittal and the related First Amended Notice of Objection contained in the revised Tender Offer Statement on Schedule TO filed by Nano with the SEC on June 27, 2023. On July 10, 2023, Nano again revised its unsolicited tender offer to increase the offer consideration to $24.00 per share in cash, less any required withholding taxes and without interest, upon the terms and conditions set forth in the Second Supplement to Offer to Purchase dated July 10, 2023 and in the related Second Amended Letter of Transmittal and the related Second Amended Notice of Objection contained in the revised Tender Offer Statement on Schedule TO filed by Nano with the SEC on July 10, 2023. The Statement relates to the unsolicited tender offer by Nano, including to respond to the offer as revised on July 10, 2023. Except as specifically noted herein, the information set forth in the Statement remains unchanged.
THE STRATASYS BOARD UNANIMOUSLY RECOMMENDS THAT STRATASYS SHAREHOLDERS REJECT THE CURRENT REVISED OFFER AND NOT TENDER ANY OF THEIR STRATASYS ORDINARY SHARES TO NANO PURSUANT TO THE CURRENT REVISED OFFER AND DELIVER A NOTICE OF OBJECTION AGAINST THE CURRENT REVISED OFFER.
Item 2. Identity and Background of Filing Person
The first paragraph in the subsection entitled “Tender Offer” is amended and restated in its entirety as follows:
This Statement relates to the unsolicited tender offer by Nano Dimension Ltd. (“Nano” or “Offeror”), an Israeli company, originally commenced on May 25, 2023, to purchase up to 27,925,689 Stratasys ordinary shares not already owned by Nano, which, together with the Stratasys ordinary shares already owned by Nano, represent no more than 55% (and at least 53%) of the outstanding Stratasys ordinary shares upon consummation of the tender offer, for $18.00 per share in cash, less any required withholding taxes and without interest, upon the terms and conditions set forth in the Offer to Purchase dated May 25, 2023, the terms of which have been subsequently revised (a) on June 27, 2023 to (1) reduce the number of Stratasys ordinary shares being sought in the offer to 25,266,458 Stratasys ordinary shares not already owned by Nano, which, together with the Stratasys ordinary shares already owned by Nano, represent no more than 51% (and at least 46%) of the outstanding Stratasys ordinary shares upon consummation of the tender offer, (2) increase the offer consideration to $20.05 per share in cash, less any required withholding taxes and without interest, and (3) extend the expiration date to 5:00 P.M., New York Time, on July 24, 2023 (such time, as it may be extended, the “Expiration Date”), unless Nano extends or earlier terminates the Offer and (b) on July 10, 2023 to increase the Offer Consideration to $24.00 per share in cash, less any required withholding taxes and without interest (the “Offer Consideration”), upon the terms and conditions set forth in the revised Offer to Purchase dated May 25, 2023, as supplemented by the Supplement to Offer to Purchase, dated June 27, 2023, and the Second Supplement to Offer to Purchase, dated July 10, 2023 (together with the initial Offer to Purchase and the Supplement to Offer to Purchase, the “Offer to Purchase”), and in the related Second Amended Letter of Transmittal, dated July 10, 2023 (the “Letter of Transmittal”), and the related Second Amended Notice of Objection, dated July 10, 2023 (the “Notice of Objection”), contained in the Tender Offer Statement on Schedule TO filed by Nano with the Securities and Exchange Commission (the “SEC”) on May 25, 2023 (as amended and supplemented from time to time, the “Schedule TO”). The tender offer is denominated as a “special tender offer” under the provisions of the Israeli Companies Law, 5759-1999, as amended (the “Companies Law”) applicable to tender offers as a result of which a person seeks to become a holder of a “control block.” The tender offer and the value of the consideration offered thereby, as currently revised, together with all of the terms and conditions applicable to the special tender offer, is referred to collectively in this Statement as the “Offer.” According to the Schedule TO, and as required under Israeli law, if the conditions in the Offer have been satisfied or, subject to applicable law, waived by Nano, holders of Stratasys ordinary shares who have not responded to the Offer by the Expiration Date, have filed a notice of objection with respect to the Offer or have tendered their Stratasys ordinary shares and subsequently withdrawn their ordinary shares, will be entitled to tender their Stratasys ordinary shares during an additional period of four (4) calendar days from the Expiration Date (being 5:00 P.M. New York Time on July 28, 2023, unless Nano extends or earlier terminates the Offer).
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Item 4. The Solicitation or Recommendation; Item 7. Purposes of the Transaction and Plans or Proposals
Item 4 of the Statement and Item 7 of the Statement are hereby amended and supplemented as follows:
On July 16, 2023, the Stratasys Board held a meeting with certain members of Stratasys’ management team and advisors, including representatives of J.P. Morgan, Meitar, Wachtell Lipton and Joele Frank, to discuss and evaluate the revised Offer and the increase of the Offer Consideration to $24.00 per share. At that meeting, J.P. Morgan rendered for the benefit of the Stratasys Board its oral opinion, subsequently confirmed in writing, that as of such date based upon and subject to the various assumptions, qualifications, limitations and other matters described in such written opinion, the consideration proposed to be paid to the holders (other than Nano and any of its affiliates) of Stratasys ordinary shares pursuant to the Offer was inadequate from a financial point of view to such holders. The Stratasys Board, following its discussion and evaluation of the revised Offer and the increase of the Offer Consideration to $24.00 per share, taking into consideration the opinion rendered by J.P. Morgan, and the matters previously considered by the Stratasys Board in connection with the rejection of Nano’s prior offer, as described in the section entitled “Background of the Offer and Reasons for Recommendation—Reasons for Recommendation,” and the continuing applicability and relevance of those matters to the Offer, at the revised Offer Consideration and noting the partial nature of the Offer, unanimously determined that the Offer continues to be inadequate and substantially undervalue Stratasys’ industry-leading position and growth opportunities, is highly opportunistic, coercive and self-interested, and if consummated (particularly taking into account Nano’s proposed slate of directors for election), would pose significant risks for Stratasys’ remaining shareholders in a Nano-controlled company (which could include Stratasys shareholders who tender their shares as part of the Offer), and was accordingly not in the best interests of Stratasys and its shareholders taken as a whole and did not constitute, and would not reasonably be expected to result in, a “Superior Proposal” under the terms of the Desktop Metal Merger Agreement.
At the same meeting, representatives of J.P. Morgan described their financial analysis with respect to the July 13 3D Proposal. The Stratasys Board discussed and considered J.P. Morgan’s financial analysis with respect to the July 13 3D Proposal, as well as the transactions contemplated by the Desktop Metal Merger Agreement and Stratasys’ other prospects, and unanimously determined that the July 13 3D Proposal would reasonably be expected to result in a “Superior Proposal” pursuant to the terms of the Desktop Metal Merger Agreement and authorized Stratasys management to enter into discussions with 3D Systems with respect to the July 13 3D Proposal, subject to the requirements of the Desktop Metal Merger Agreement.
On July 17, 2023, Stratasys issued a press release announcing the Stratasys Board’s recommendation that Stratasys shareholders reject the Offer, not tender any of their Stratasys ordinary shares to Nano pursuant to the Offer and deliver a Notice of Objection against the Offer. That same day, Stratasys also issued a press release announcing the Stratasys Board’s determination that the July 13 3D Proposal would reasonably be expected to result in a “Superior Proposal” pursuant to the terms of the Desktop Metal Merger Agreement and Stratasys’ intention to engage in discussions with 3D Systems with respect to the July 13 3D Proposal, subject to the requirements of the Desktop Metal Merger Agreement, and sent a letter to its employees regarding the rejection of the Offer and the Stratasys Board’s determination regarding the July 13 3D Proposal.
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Item 9. Exhibits
Item 9 of the Statement is hereby amended and supplemented by adding the following exhibit:
Incorporated
by Reference to Filings |
||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date |
Filed Herewith | ||||||
| (a)(36) | Opinion of J.P. Morgan Securities LLC, dated July 16, 2023. | X | ||||||||||
| (a)(37) | Press Release, dated July 17, 2023, with respect to the rejection of Nano Dimension Ltd.’s Unsolicited Tender Offer. | X | ||||||||||
| (a)(38) | Press Release, dated July 17, 2023, with respect to Stratasys’ Intent to Engage in Discussions with 3D Systems Corporation. | X | ||||||||||
| (a)(39) | Employee Letter, dated July 17, 2023 | X | ||||||||||
| (a)(40) | Investor Presentation | X | ||||||||||
| (a)(41) | Investor E-Mail | X | ||||||||||
| (a)(42) | Stratasys Ltd. Shareholder Information Website | X | ||||||||||
| (a)(43) | Press Release, dated July 17, 2023, Reiterating Stratasys Board’s Determination with respect to 3D Systems Corporation’s Revised Unsolicited Proposal. | X | ||||||||||
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: July 17, 2023 | ||
| STRATASYS LTD. | ||
| By: | /s/ Yoav Zeif | |
| Name: | Yoav Zeif | |
| Title: | Chief Executive Officer | |
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July 16, 2023
The Board of Directors
Stratasys Ltd.
7665 Commerce Way
Eden Prairie, MN 55344
Members of the Board of Directors:
You have requested our opinion as to the adequacy, from a financial point of view, to the holders (other than the Offeror (as defined below) and its subsidiaries and affiliates) of ordinary shares of Stratasys Ltd. (the “Company”) with a nominal amount of NIS 0.01 per share (the “Company Ordinary Shares”) of the consideration proposed to be paid to such holders pursuant to the Offer (as defined below). Pursuant to the Second Supplement to the Offer to Purchase, dated as of July 10, 2023 and related amended letter of transmittal (collectively, the “Offer”) contained in the Tender Offer Statement on Schedule TO, as amended and supplemented on July 10, 2023 (together with all annexes and exhibits thereto, the “Offer Documents”) filed by Nano Dimension Ltd. (the “Offeror”), the Offeror has made an offer to acquire up to 25,266,458 Company Ordinary Shares pursuant to a tender offer in which the holder of each Company Ordinary Share tendered in the Offer would be entitled to receive, in respect of such share, an amount in cash equal to $24.00 (the “Consideration”). If the Offer were consummated, Offeror would own up to and no more than 51% of the outstanding company Ordinary Shares upon consummation of the Offer and the Offer includes a minimum condition that Offeror would own at least 46% of the outstanding Company Ordinary Shares upon consummation of the Offer. For purposes of our opinion, we have assumed that Offeror would own more than 50% of the outstanding Company Ordinary Shares upon consummation of the Offer.
In connection with preparing our opinion, we have (i) reviewed the terms and conditions of the Offer as set forth in the Offer Documents; (ii) reviewed the draft as of July 16, 2023 of the Solicitation/Recommendation Statement of the Company to be filed on Schedule 14D-9 with the U.S. Securities and Exchange Commission on or about July 17, 2023; (iii) reviewed certain publicly available business and financial information concerning the Company and the industries in which it operates; (iv) compared the financial and operating performance of the Company with publicly available information concerning certain other companies we deemed relevant and reviewed the current and historical market prices of the Company Ordinary Shares and certain publicly traded securities of such other companies; (v) reviewed certain internal financial analyses and forecasts prepared by or at the direction of the management of the Company relating to its business; and (vi) performed such other financial studies and analyses and considered such other information as we deemed appropriate for the purposes of this opinion.
In addition, we have held discussions with certain members of the management of the Company with respect to certain aspects of the Offer, their assessment of the strategic rationale of the Offeror, and the potential benefits for the Offeror, of the Offer, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters we believed necessary or appropriate to our inquiry.
In giving our opinion, we have relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with us by the Company or otherwise reviewed by or for us. We have not independently verified any such information or its accuracy or completeness and, pursuant to our engagement letter with the Company, we did not assume any obligation to undertake any such independent verification. We have not conducted or been provided with any valuation or appraisal of any assets or liabilities, nor have we evaluated the solvency of the Company or the Offeror under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to us or derived therefrom, we have assumed that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. We express no view as to such analyses or forecasts or the assumptions on which they were based. We have also assumed that the Offer and the other transactions contemplated by the Offer Documents will have the tax consequences described in the Offer Documents and in discussions with, and materials furnished to us by, representatives of the Company, and will be consummated as described in the Offer Documents. We have also assumed that the disclosures made by the Offeror in the Offer Documents are and will be true and correct in all respects material to our analysis. We are not legal, regulatory or tax experts and have relied on the assessments made by advisors to the Company with respect to such issues. We have further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Offer will be obtained without any adverse effect on the Company or on the contemplated benefits of the Offer.
Our opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect this opinion and that we do not have any obligation to update, revise, or reaffirm this opinion. Our opinion is limited to the adequacy, from a financial point of view, of the Consideration proposed to be paid to the holders of the Company Ordinary Shares (other than the Offeror and its subsidiaries and affiliates) pursuant to the Offer and we express no opinion as to the adequacy of any consideration proposed to be paid in connection with the Offer to the holders of any other class of securities, creditors or other constituencies of the Company, as to the underlying decision by any holder of Company Ordinary Shares to tender any Company Ordinary Shares in the Offer or as to the underlying decision by the Company whether or not to recommend that the holders of Company Ordinary Shares tender their shares in the Offer. We do not express any view on, and our opinion does not address, the fairness, from a financial point of view, of the Consideration proposed to be paid pursuant to the Offer or the fairness or adequacy of any other term or aspect of the Offer or the other transactions contemplated by the Offer Documents. Our opinion does not address the relative merits of the Offer as compared to other strategies or transactions that might be available to the Company or in which the Company might engage, including the transactions pursuant to the Agreement and Plan of Merger, dated May 25, 2023, among the Company, a wholly-owned subsidiary of the Company, and Desktop Metal, Inc. We express no opinion with respect to the effects of the Offer and the other transactions contemplated by the Offer Documents on any holder of Company Ordinary Shares who elects not to tender such shares in the Offer.
We have acted as financial advisor to the Company in connection with the Offer and will receive fees from the Company for our services, including for the delivery of this opinion. In addition, the Company has agreed to indemnify us for certain liabilities arising out of our engagement. During the two years preceding the date of this letter, we and our affiliates have had other commercial or investment banking relationships with the Company, for which we and such affiliates have received customary compensation. Such services during such period have included acting as financial advisor to the Company with respect to the Company’s pending transaction with Desktop Metal, Inc., for which a fee became payable upon our delivery of an opinion and an additional fee will become payable upon consummation of such transaction. During the two years preceding the date of this letter, neither we nor our affiliates have had any material financial advisory or other material commercial or investment banking relationships with the Offeror. In addition, we and our affiliates hold, on a proprietary basis, less than 1% of the outstanding ordinary shares of each of the Company and the Offeror. In the ordinary course of our businesses, we and our affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company or the Offeror for our own account or for the accounts of customers and, accordingly, we may at any time hold long or short positions in such securities or other financial instruments.
On the basis of and subject to the foregoing, it is our opinion as of the date hereof that the Consideration proposed to be paid to the holders of the Company Ordinary Shares pursuant to the Offer is inadequate, from a financial point of view, to such holders.
The issuance of this opinion has been approved by an opinion committee of J.P. Morgan Securities LLC. This letter is provided to the Board of Directors of the Company (in its capacity as such) in connection with and for the purposes of its evaluation of the Offer. This opinion does not constitute a recommendation to any shareholder of the Company as to whether such shareholder should tender its shares into the Offer or any other matter. This opinion may not be disclosed, referred to, or communicated (in whole or in part) to any third party for any purpose whatsoever except with our prior written approval. This opinion may be reproduced in full in any recommendation statement mailed to shareholders of the Company but may not otherwise be disclosed publicly in any manner without our prior written approval.
Very truly yours,
J.P. MORGAN SECURITIES LLC
/s/ J.P. Morgan Securities LLC
Exhibit (a)(37)
Stratasys Board of Directors Unanimously Rejects Nano Dimension’s Revised Partial Tender Offer
Releases Investor Presentation Highlighting Nano’s Attempt to Destroy Significant Value and Growth Opportunities for ALL Stratasys Shareholders
Urges Shareholders NOT to Tender into Nano’s Coercive Partial Tender Offer, to Withdraw Any Shares Previously Tendered AND to Contact Their Broker and Instruct Them to File a Notice of Objection
Urges Shareholders to Vote ONLY on the WHITE Proxy Card “FOR” the Re-Election of the Stratasys Slate of Directors
MINNEAPOLIS & REHOVOT, Israel – July 17, 2023 – Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys” or the “Company”), a leader in polymer 3D printing solutions, today announced that its Board of Directors (the “Board”), after consultation with its independent financial and legal advisors, unanimously determined that the revised partial tender offer announced by Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano”) on July 10, 2023 to acquire ordinary shares of Stratasys for $24.00 per share in cash is misleading, coercive, substantially undervalues the Company as a whole and is NOT in the best interests of all Stratasys shareholders. Accordingly, the Board unanimously recommends that shareholders reject the revised partial offer, deliver a Notice of Objection against the partial offer and do NOT tender their Stratasys shares in the partial offer.
Additional information is included in a new investor presentation that is available at www.investors.stratasys.com and www.NextGenerationAM.com. Highlights of the investor presentation include:
| ● | Nano’s partial tender means Stratasys shareholders who tender their shares may have as few as approximately 40% of their shares purchased, assuming full participation in the offer. If the partial tender offer is successful, additional shareholders are likely to tender their shares during the mandatory 4-day extension window, and shareholders may retain approximately 60% of their existing shares in a Nano-controlled Stratasys. | |
| ● | The partial tender offer implies a blended value of approximately $15 to $19 per share or less, assuming full participation in the offer, given that Stratasys being controlled by Nano is likely to lead to Stratasys shareholders’ remaining shares trading at a heavily discounted level, which could be approximately $9 to $15 per share or less.1 | |
| ● | Nano has destroyed significant value and trades at negative firm value. Yoav Stern, Nano’s CEO, cannot be trusted, has made misrepresentations about Stratasys and is not qualified to manage Stratasys. Since Yoav Stern’s appointment, Nano has spent more than $500 million in cash and increased its revenue by only $44 million. | |
| ● | If the partial tender offer is successful, significant conflicts of interest would exist that are likely to be detrimental to Stratasys and its minority shareholders. Nano and Yoav Stern may not be incentivized to act in the best interest of minority shareholders of Stratasys, and Nano could block any future transaction that might maximize value for Stratasys and its minority shareholders, including Stratasys’ ability to engage in discussions with 3D Systems. |
| 1 | Assumes tendered shares that are not accepted as a result of proration trade similar to Nano’s market cap discount to cash and investments as a controlling entity or SSYS’ unaffected price at most. See investor presentation for further information. |
The Stratasys Board Urges Shareholders NOT TO TENDER Their Shares, to Withdraw Any Shares That Have Already Been Tendered, AND to File a Notice of Objection
Unlike tender offers in the United States, under Israeli rules, Nano’s partial tender offer will fail if the shares represented by submitted Notices of Objection are greater than or equal to the number of shares tendered in the offer. Therefore, in addition to not tendering, filing a Notice of Objection could help cause the tender to fail. Simply not tendering could result in non-tendering shareholders being left as minority shareholders in a company controlled by Nano. Therefore, we strongly urge shareholders to file their Notice of Objection in order to reduce the risk of becoming a minority shareholder in a Nano-controlled company.
To deliver a Notice of Objection, CONTACT YOUR BROKER and instruct them to deliver a Notice of Objection on your behalf. If you have already tendered your shares, you can still withdraw them.
In addition, in connection with Stratasys’ 2023 Annual General Meeting of Shareholders, to be held on August 8, 2023, Nano has nominated an unqualified slate of director candidates as part of its campaign to acquire control of Stratasys. The Stratasys Board unanimously recommends that Stratasys shareholders vote ONLY on the WHITE proxy card “FOR” the re-election of the Stratasys Slate, consisting of the eight highly qualified current members of Stratasys’ Board.
Voting for Nano’s slate will enable Nano to take control of Stratasys without paying shareholders, irrespective of the partial tender offer. Once controlling the Stratasys Board, Nano could use numerous conditions to walk away from the partial tender offer. Nano’s slate of director candidates is unqualified and has far less relevant experience and expertise than Stratasys’ slate of directors. In addition, Nano’s slate of director candidates has presided over serious corporate governance failings and value destruction.
On the contrary, Stratasys’ slate of director candidates is highly qualified, truly independent and purpose-built. Stratasys’ Board is highly focused on maximizing shareholder value and engages with multiple industry participants for the benefit of all Stratasys shareholders.
Advisors
J.P. Morgan is acting as exclusive financial advisor to Stratasys, and Meitar Law Offices and Wachtell, Lipton, Rosen & Katz are serving as legal counsel.
Additional Information
The full basis for the Board’s unanimous recommendation is set forth in an amendment to Stratasys’ Schedule 14D-9 filed today with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the amended Schedule 14D-9 may also be obtained on the Company’s website at https://www.stratasys.com/en/ or by contacting Morrow Sodali LLC toll-free at (800) 662-5200 or (203) 658-9400 or via email at SSYS@info.morrowsodali.com.
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Visit www.NextGenerationAM.com for additional information about how Stratasys shareholders can deliver a Notice of Objection to protect their investment and vote the WHITE proxy card “FOR” the re-election of Stratasys’ directors.
About Stratasys
Stratasys is leading the global shift to additive manufacturing with innovative 3D printing solutions for industries such as aerospace, automotive, consumer products, healthcare, fashion and education. Through smart and connected 3D printers, polymer materials, a software ecosystem, and parts on demand, Stratasys solutions deliver competitive advantages at every stage in the product value chain. The world’s leading organizations turn to Stratasys to transform product design, bring agility to manufacturing and supply chains, and improve patient care.
To learn more about Stratasys, visit www.stratasys.com, the Stratasys blog, Twitter, LinkedIn, or Facebook. Stratasys reserves the right to utilize any of the foregoing social media platforms, including the Company’s websites, to share material, non-public information pursuant to the SEC’s Regulation FD. To the extent necessary and mandated by applicable law, Stratasys will also include such information in its public disclosure filings.
Stratasys is a registered trademark and the Stratasys signet is a trademark of Stratasys Ltd. and/or its subsidiaries or affiliates. All other trademarks are the property of their respective owners.
Forward-Looking Statements
This document contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the actual results of Stratasys Ltd. and its consolidated subsidiaries (“Stratasys”) may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements.
Such statements are based on management’s beliefs and assumptions made based on information currently available to management. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Stratasys’ actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” in Stratasys’ Annual Report on Form 20-F for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”), and in other filings by Stratasys with the SEC. These include, but are not limited to: factors relating to the partial tender offer commenced by Nano Dimension Ltd. (“Nano”), including actions taken by Nano in connection with the offer, actions taken by Stratasys or its shareholders in respect of the offer and the effects of the offer on Stratasys’ businesses, or other developments involving Nano, the ultimate outcome of the proposed transaction between Stratasys and Desktop Metal, Inc. (“Desktop Metal”), including the possibility that Stratasys or Desktop Metal shareholders will reject the proposed transaction; the effect of the announcement of the proposed transaction on the ability of Stratasys and Desktop Metal to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; the timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals); and other risks related to the completion of the proposed transaction and actions related thereto.
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For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Stratasys’ periodic reports and other filings with the SEC, including the risk factors identified in Stratasys’ Annual Reports on Form 20-Fand its Form 6-K report that published its results for the quarter ended March 31, 2023, which it furnished to the SEC on May 16, 2023. The forward-looking statements included in this communication are made only as of the date hereof. Stratasys does not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
Important Additional Information
This communication is not an offer to purchase or a solicitation of an offer to sell the ordinary shares of Stratasys. In response to a tender offer commenced by Nano, Stratasys has filed with the Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9. STRATASYS SHAREHOLDERS ARE ADVISED TO READ STRATASYS’ SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO ANY TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Stratasys shareholders may obtain a copy of the Solicitation/Recommendation Statement on Schedule 14D-9, as well as any other documents filed by Stratasys in connection with the tender offer by Nano or one of its affiliates, free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of these documents from Stratasys by directing a request to Stratasys Ltd., 1 Holtzman Street, Science Park, P.O. Box 2496, Rehovot 7612, Israel, Attn: Yonah Lloyd, VP Investor Relations, or by calling +972-74-745-4029.
Contacts
If you need any further assistance filing a Notice of Objection, please contact your broker or Stratasys’ information agent:
Morrow Sodali LLC
509 Madison Avenue, 12th Floor
New York, NY 10022
Call toll-free (800) 662-5200 or (203) 658-9400
Email: SSYS@info.morrowsodali.com
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Investor Relations
Yonah Lloyd
CCO / VP Investor Relations
Yonah.Lloyd@stratasys.com
U.S. Media
Ed Trissel / Joseph Sala / Kara Brickman
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Israel Media
Rosa Coblens
VP Sustainability, Public Relations IL & Global Internal Communications
Rosa.Coblens@stratasys.com
Yael Arnon
Scherf Communications
yaela@scherfcom.com
+972527202703
5
Exhibit (a)(38)
Stratasys to Engage in Discussions with 3D Systems
MINNEAPOLIS & REHOVOT, Israel – July 17, 2023 – Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”), a leader in polymer 3D printing solutions, today announced that its Board of Directors, after consultation with its financial advisor and outside legal counsel, has unanimously determined that the July 13, 2023 revised unsolicited proposal by 3D Systems Corporation (NYSE: DDD) (“3D Systems”) to acquire Stratasys for $7.50 in cash and 1.5444 newly issued shares of 3D Systems common stock per ordinary share of Stratasys would reasonably be expected to result in a “Superior Proposal” as defined in Stratasys’ merger agreement with Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”).
Stratasys intends to engage in discussions with 3D Systems with respect to 3D Systems’ July 13, 2023 revised proposal, subject to the requirements of the Desktop Metal merger agreement.
As previously announced on May 25, 2023, Stratasys entered into a merger agreement with Desktop Metal, pursuant to which Desktop Metal agreed to combine with Stratasys in an all-stock transaction. Stratasys remains bound by the terms of the Desktop Metal merger agreement. Stratasys’ Board has not determined that 3D Systems’ July 13, 2023 revised proposal in fact constitutes a Superior Proposal as defined in the merger agreement with Desktop Metal, and the Stratasys Board has not changed its unanimous approval, recommendation and declaration of advisability of the transaction with Desktop Metal. Stratasys notes that there can be no assurance that the discussions with 3D Systems will result in a Superior Proposal, an agreement or a transaction.
J.P. Morgan is acting as exclusive financial advisor to Stratasys, and Meitar Law Offices and Wachtell, Lipton, Rosen & Katz are serving as legal counsel.
About Stratasys
Stratasys is leading the global shift to additive manufacturing with innovative 3D printing solutions for industries such as aerospace, automotive, consumer products, healthcare, fashion and education. Through smart and connected 3D printers, polymer materials, a software ecosystem, and parts on demand, Stratasys solutions deliver competitive advantages at every stage in the product value chain. The world’s leading organizations turn to Stratasys to transform product design, bring agility to manufacturing and supply chains, and improve patient care.
To learn more about Stratasys, visit www.stratasys.com, the Stratasys blog, Twitter, LinkedIn, or Facebook. Stratasys reserves the right to utilize any of the foregoing social media platforms, including the Company’s websites, to share material, non-public information pursuant to the SEC’s Regulation FD. To the extent necessary and mandated by applicable law, Stratasys will also include such information in its public disclosure filings.
Stratasys is a registered trademark and the Stratasys signet is a trademark of Stratasys Ltd. and/or its subsidiaries or affiliates. All other trademarks are the property of their respective owners.
Forward-Looking Statements
This document contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the actual results of Stratasys Ltd. and its consolidated subsidiaries (“Stratasys”) may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements.
Such forward-looking statements include statements relating to the proposed transaction between Stratasys and Desktop Metal, Inc. (“Desktop Metal”), including statements regarding the benefits of the transaction and the anticipated timing of the transaction, and information regarding the businesses of Stratasys and Desktop Metal, including expectations regarding outlook and all underlying assumptions, Stratasys’ and Desktop Metal’s objectives, plans and strategies, information relating to operating trends in markets where Stratasys and Desktop Metal operate, statements that contain projections of results of operations or of financial condition and all other statements other than statements of historical fact that address activities, events or developments that Stratasys or Desktop Metal intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Stratasys’ or Desktop Metal’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” in Stratasys’ Annual Report on Form 20-F for the year ended December 31, 2022 and Part 1, Item 1A, “Risk Factors” in Desktop Metal’s Annual Report on Form 10-K for the year ended December 31, 2022, each filed with the Securities and Exchange Commission (the “SEC”), and in other filings by Stratasys and Desktop Metal with the SEC. These include, but are not limited to: factors relating to the partial tender offer commenced by Nano Dimension Ltd. (“Nano”), including actions taken by Nano in connection with the offer, actions taken by Stratasys or its shareholders in respect of the offer and the effects of the offer on Stratasys’ businesses, or other developments involving Nano, the ultimate outcome of the proposed transaction between Stratasys and Desktop Metal, including the possibility that Stratasys or Desktop Metal shareholders will reject the proposed transaction; the effect of the announcement of the proposed transaction on the ability of Stratasys and Desktop Metal to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; the timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals); other risks related to the completion of the proposed transaction and actions related thereto; changes in demand for Stratasys’ or Desktop Metal’s products and services; global market, political and economic conditions, and in the countries in which Stratasys and Desktop Metal operate in particular; government regulations and approvals; the extent of growth of the 3D printing market generally; the global macro-economic environment, including headwinds caused by inflation, rising interest rates, unfavorable currency exchange rates and potential recessionary conditions; the impact of shifts in prices or margins of the products that Stratasys or Desktop Metal sells or services Stratasys or Desktop Metal provides, including due to a shift towards lower margin products or services; the potential adverse impact that recent global interruptions and delays involving freight carriers and other third parties may have on Stratasys’ or Desktop Metal’s supply chain and distribution network and consequently, Stratasys’ or Desktop Metal’s ability to successfully sell both existing and newly-launched 3D printing products; litigation and regulatory proceedings, including any proceedings that may be instituted against Stratasys or Desktop Metal related to the proposed transaction; impacts of rapid technological change in the additive manufacturing industry, which requires Stratasys and Desktop Metal to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of Stratasys’ or Desktop Metal’s products; and disruptions of Stratasys’ or Desktop Metal’s information technology systems.
2
These risks, as well as other risks related to the proposed transaction, are included in the registration statement on Form F-4 and joint proxy statement/prospectus that has been filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form F-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Stratasys’ and Desktop Metal’s respective periodic reports and other filings with the SEC, including the risk factors identified in Stratasys’ and Desktop Metal’s Annual Reports on Form 20-F and Form 10-K, respectively, and Stratasys’ Form 6-K reports that published its results for the quarter ended March 31, 2023, which it furnished to the SEC on May 16, 2023, and Desktop Metal’s most recent Quarterly Reports on Form 10-Q. The forward-looking statements included in this communication are made only as of the date hereof. Neither Stratasys nor Desktop Metal undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, 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. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Important Additional Information
In connection with the proposed transaction, Stratasys filed with the SEC a registration statement on Form F-4 that includes a joint proxy statement of Stratasys and Desktop Metal and that also constitutes a prospectus of Stratasys. Each of Stratasys and Desktop Metal may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Stratasys or Desktop Metal may file with the SEC. The registration statement has not yet become effective. After the registration statement is effective, the definitive joint proxy statement/prospectus will be mailed to shareholders of Stratasys and Desktop Metal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and definitive joint proxy statement/prospectus and other documents containing important information about Stratasys, Desktop Metal and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with, or furnished, to the SEC by Stratasys will be available free of charge on Stratasys’ website at https://investors.stratasys.com/sec-filings. Copies of the documents filed with the SEC by Desktop Metal will be available free of charge on Desktop Metal’s website at https://ir.desktopmetal.com/sec-filings/all-sec-filings.
3
Participants in the Solicitation
Stratasys, Desktop Metal and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Stratasys, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Stratasys’ proxy statement for its 2023 Annual General Meeting of Shareholders, which was filed with the SEC on July 12, 2023, and Stratasys’ Annual Report on Form 20-F for the fiscal year ended December 31, 2022, which was filed with the SEC on March 3, 2023. Information about the directors and executive officers of Desktop Metal, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Desktop Metal’s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2023 and Desktop Metal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 1, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Stratasys or Desktop Metal using the sources indicated above.
Contacts
Investor Relations
Yonah Lloyd
CCO / VP Investor Relations
Yonah.Lloyd@stratasys.com
Morrow Sodali
SSYS@info.morrowsodali.com
(800) 662-5200
(203) 658-9400
U.S. Media
Ed Trissel / Joseph Sala / Kara Brickman
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Israel Media
Rosa Coblens
VP Sustainability, Public Relations IL & Global Internal Communications
Rosa.Coblens@stratasys.com
Yael Arnon
Scherf Communications
yaela@scherfcom.com
+972527202703
4
Exhibit (a)(39)
 |
| Internal communication – not for distribution |
Team Stratasys,
Following decisions made by our Board of Directors we issued two press releases today.
3D SYSTEMS PROPOSAL
The first release announced that we intend to engage in discussions with 3D Systems with respect to 3D Systems’ July 13, 2023 revised unsolicited proposal, subject to the requirements of our merger agreement with Desktop Metal. You can read the press release here.
We continue to believe in the value of our pending combination with Desktop Metal, and the Stratasys Board has not changed its unanimous approval, recommendation and declaration of advisability of the transaction with Desktop Metal. However, after carefully reviewing the revised 3D Systems proposal in consultation with our financial advisors and outside legal counsel, and in accordance with its fiduciary duties and its obligations under Stratasys’ merger agreement with Desktop Metal, the Board determined that the revised 3D Systems proposal would reasonably be expected to result in a “Superior Proposal,” and accordingly Stratasys intends to engage in discussions with 3D Systems, subject to the requirements of the Desktop Metal merger agreement. It is important to keep in mind that our Board has not determined that the 3D Systems proposal in fact constitutes a “Superior Proposal,” and there can be no assurance that the discussions with 3D Systems will result in a Superior Proposal, an agreement or a transaction.
NANO DIMENSION PARTIAL TENDER OFFER
In a separate press release, we also announced that our Board, after consultation with its independent financial and legal advisors, unanimously determined that the revised partial tender offer by Nano Dimension is misleading, coercive, substantially undervalues the Company as a whole and is not in the best interests of all of our shareholders. Accordingly, the Board unanimously recommends that shareholders reject the revised partial offer, deliver a Notice of Objection against the partial offer and do NOT tender their Stratasys shares in the partial offer.
While we recognize there have been a lot of developments regarding our company over the last few months, rest assured that the Board and management continue to be thorough and disciplined to ensure Stratasys is on the best path forward. At this time, and throughout this process, the most important thing for you to do is to stay focused on your day-to-day responsibilities and to continue delivering the exceptional products and services our customers expect from Stratasys.
Your dedication and commitment, which has fueled our success in the past, is greatly appreciated and serves as the foundation for our exciting future. I personally thank you for your continued effort and devotion to Stratasys.
As always, please forward any calls you receive from outside parties, including members of the media, investors and analysts to Yonah Lloyd at Yonah.Lloyd@stratasys.com.
Yours,
Yoav
Forward-Looking Statements
This document contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the actual results of Stratasys Ltd. and its consolidated subsidiaries (“Stratasys”) may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements.
2
Such forward-looking statements include statements relating to the proposed transaction between Stratasys and Desktop Metal, Inc. (“Desktop Metal”), including statements regarding the benefits of the transaction and the anticipated timing of the transaction, and information regarding the businesses of Stratasys and Desktop Metal, including expectations regarding outlook and all underlying assumptions, Stratasys’ and Desktop Metal’s objectives, plans and strategies, information relating to operating trends in markets where Stratasys and Desktop Metal operate, statements that contain projections of results of operations or of financial condition and all other statements other than statements of historical fact that address activities, events or developments that Stratasys or Desktop Metal intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Stratasys’ or Desktop Metal’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” in Stratasys’ Annual Report on Form 20-F for the year ended December 31, 2022 and Part 1, Item 1A, “Risk Factors” in Desktop Metal’s Annual Report on Form 10-K for the year ended December 31, 2022, each filed with the Securities and Exchange Commission (the “SEC”), and in other filings by Stratasys and Desktop Metal with the SEC. These include, but are not limited to: factors relating to the partial tender offer commenced by Nano Dimension Ltd. (“Nano”), including actions taken by Nano in connection with the offer, actions taken by Stratasys or its shareholders in respect of the offer and the effects of the offer on Stratasys’ businesses, or other developments involving Nano, the ultimate outcome of the proposed transaction between Stratasys and Desktop Metal, including the possibility that Stratasys or Desktop Metal shareholders will reject the proposed transaction; the effect of the announcement of the proposed transaction on the ability of Stratasys and Desktop Metal to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; the timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals); other risks related to the completion of the proposed transaction and actions related thereto; changes in demand for Stratasys’ or Desktop Metal’s products and services; global market, political and economic conditions, and in the countries in which Stratasys and Desktop Metal operate in particular; government regulations and approvals; the extent of growth of the 3D printing market generally; the global macro-economic environment, including headwinds caused by inflation, rising interest rates, unfavorable currency exchange rates and potential recessionary conditions; the impact of shifts in prices or margins of the products that Stratasys or Desktop Metal sells or services Stratasys or Desktop Metal provides, including due to a shift towards lower margin products or services; the potential adverse impact that recent global interruptions and delays involving freight carriers and other third parties may have on Stratasys’ or Desktop Metal’s supply chain and distribution network and consequently, Stratasys’ or Desktop Metal’s ability to successfully sell both existing and newly-launched 3D printing products; litigation and regulatory proceedings, including any proceedings that may be instituted against Stratasys or Desktop Metal related to the proposed transaction; impacts of rapid technological change in the additive manufacturing industry, which requires Stratasys and Desktop Metal to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of Stratasys’ or Desktop Metal’s products; and disruptions of Stratasys’ or Desktop Metal’s information technology systems.
These risks, as well as other risks related to the proposed transaction, are included in the registration statement on Form F-4 and joint proxy statement/prospectus that has been filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form F-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Stratasys’ and Desktop Metal’s respective periodic reports and other filings with the SEC, including the risk factors identified in Stratasys’ and Desktop Metal’s Annual Reports on Form 20-F and Form 10-K, respectively, and Stratasys’ Form 6-K reports that published its results for the quarter ended March 31, 2023, which it furnished to the SEC on May 16, 2023, and Desktop Metal’s most recent Quarterly Reports on Form 10-Q. The forward-looking statements included in this communication are made only as of the date hereof. Neither Stratasys nor Desktop Metal undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
3
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, 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. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Important Additional Information
In connection with the proposed transaction, Stratasys filed with the SEC a registration statement on Form F-4 that includes a joint proxy statement of Stratasys and Desktop Metal and that also constitutes a prospectus of Stratasys. Each of Stratasys and Desktop Metal may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Stratasys or Desktop Metal may file with the SEC. The registration statement has not yet become effective. After the registration statement is effective, the definitive joint proxy statement/prospectus will be mailed to shareholders of Stratasys and Desktop Metal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and definitive joint proxy statement/prospectus and other documents containing important information about Stratasys, Desktop Metal and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with, or furnished, to the SEC by Stratasys will be available free of charge on Stratasys’ website at https://investors.stratasys.com/sec-filings. Copies of the documents filed with the SEC by Desktop Metal will be available free of charge on Desktop Metal’s website at https://ir.desktopmetal.com/sec-filings/all-sec-filings.
This communication is not an offer to purchase or a solicitation of an offer to sell the ordinary shares of Stratasys. In response to a tender offer commenced by Nano, Stratasys has filed with the Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9. STRATASYS SHAREHOLDERS ARE ADVISED TO READ STRATASYS’ SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO ANY TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Stratasys shareholders may obtain a copy of the Solicitation/Recommendation Statement on Schedule 14D-9, as well as any other documents filed by Stratasys in connection with the tender offer by Nano or one of its affiliates, free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of these documents from Stratasys by directing a request to Stratasys Ltd., 1 Holtzman Street, Science Park, P.O. Box 2496, Rehovot 7612, Israel, Attn: Yonah Lloyd, VP Investor Relations, or by calling +972-74-745-4029.
Participants in the Solicitation
Stratasys, Desktop Metal and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Stratasys, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Stratasys’ proxy statement for its 2023 Annual General Meeting of Shareholders, which was filed with the SEC on July 12, 2023, and Stratasys’ Annual Report on Form 20-F for the fiscal year ended December 31, 2022, which was filed with the SEC on March 3, 2023. Information about the directors and executive officers of Desktop Metal, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Desktop Metal’s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2023 and Desktop Metal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 1, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Stratasys or Desktop Metal using the sources indicated above.
4
Exhibit (a)(40)
Protecting and maximizing value for all Stratasys shareholders J U L Y 2 0 2 3
Disclaimer 2 Forward - Looking Statements This document contains forward - looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the actual results of Stratasys Ltd. and its consolidated subsidiaries (“Stratasys”) may differ materially from those expressed or implied by such forward - looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward - looking statements. Such forward - looking statements include statements relating to the proposed transaction between Stratasys and Desktop Metal, Inc. (“Desktop Metal”), including statements regarding the benefits of the transaction and the anticipated timing of the transaction, and information regarding the businesses of Stratasys and Desktop Metal, including expectations regarding outlook and all underlying assumptions, Stratasys’ and Desktop Metal’s objectives, plans and strategies, information relating to operating trends in markets where Stratasys and Desktop Metal operate, statements that contain projections of results of operations or of financial condition and all other statements other than statements of historical fact that address activities, events or developments that Stratasys or Desktop Metal intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. All statements in this communication, other than statements of historical fact, are forward - looking statements that may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions. These forward - looking statements involve known and unknown risks and uncertainties, which may cause Stratasys’ or Desktop Metal’s actual results and performance to be materially different from those expressed or implied in the forward - looking statements. Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” in Stratasys’ Annual Report on Form 20 - F for the year ended December 31, 2022 and Part 1, Item 1A, “Risk Factors” in Desktop Metal’s Annual Report on Form 10 - K for the year ended December 31, 2022, each filed with the Securities and Exchange Commission (the “SEC”), and in other filings by Stratasys and Desktop Metal with the SEC. These include, but are not limited to: factors relating to the partial tender offer commenced by Nano Dimension Ltd. (“Nano”), including actions taken by Nano in connection with the offer, actions taken by Stratasys or its shareholders in respect of the offer and the effects of the offer on Stratasys’ businesses, or other developments involving Nano, the ultimate outcome of the proposed transaction between Stratasys and Desktop Metal, including the possibility that Stratasys or Desktop Metal shareholders will reject the proposed transaction; the effect of the announcement of the proposed transaction on the ability of Stratasys and Desktop Metal to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; the timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals); other risks related to the completion of the proposed transaction and actions related thereto; changes in demand for Stratasys’ or Desktop Metal’s products and services; global market, political and economic conditions, and in the countries in which Stratasys and Desktop Metal operate in particular; government regulations and approvals; the extent of growth of the 3D printing market generally; the global macro - economic environment, including headwinds caused by inflation, rising interest rates, unfavorable currency exchange rates and potential recessionary conditions; the impact of shifts in prices or margins of the products that Stratasys or Desktop Metal sells or services Stratasys or Desktop Metal provides, including due to a shift towards lower margin products or services; the potential adverse impact that recent global interruptions and delays involving freight carriers and other third parties may have on Stratasys’ or Desktop Metal’s supply chain and distribution network and consequently, Stratasys’ or Desktop Metal’s ability to successfully sell both existing and newly - launched 3D printing products; litigation and regulatory proceedings, including any proceedings that may be instituted against Stratasys or Desktop Metal related to the proposed transaction; impacts of rapid technological change in the additive manufacturing industry, which requires Stratasys and Desktop Metal to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of Stratasys’ or Desktop Metal’s products; and disruptions of Stratasys’ or Desktop Metal’s information technology systems. These risks, as well as other risks related to the proposed transaction, are included in the registration statement on Form F - 4 and joint proxy statement/prospectus that has been filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form F - 4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward - looking statements, please refer to Stratasys’ and Desktop Metal’s respective periodic reports and other filings with the SEC, including the risk factors identified in Stratasys’ and Desktop Metal’s Annual Reports on Form 20 - F and Form 10 - K, respectively, and Stratasys’ Form 6 - K reports that published its results for the quarter ended March 31, 2023, which it furnished to the SEC on May 16, 2023, and Desktop Metal’s most recent Quarterly Reports on Form 10 - Q. The forward - looking statements included in this communication are made only as of the date hereof. Neither Stratasys nor Desktop Metal undertakes any obligation to update any forward - looking statements to reflect subsequent events or circumstances, except as required by law. No Offer or Solicitation This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, 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. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Disclaimer 3 Important Additional Information In connection with the proposed transaction, Stratasys filed with the SEC a registration statement on Form F - 4 that includes a joint proxy statement of Stratasys and Desktop Metal and that also constitutes a prospectus of Stratasys. Each of Stratasys and Desktop Metal may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Stratasys or Desktop Metal may file with the SEC. The registration statement has not yet become effective. After the registration statement is effective, the definitive joint proxy statement/prospectus will be mailed to shareholders of Stratasys and Desktop Metal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and definitive joint proxy statement/prospectus and other documents containing important information about Stratasys, Desktop Metal and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with, or furnished, to the SEC by Stratasys will be available free of charge on Stratasys’ website at https://investors.stratasys.com/sec - filings. Copies of the documents filed with the SEC by Desktop Metal will be available free of charge on Desktop Metal’s website at https://ir.desktopmetal.com/sec - filings/all - sec - filings. This communication is not an offer to purchase or a solicitation of an offer to sell the ordinary shares of Stratasys. In response to a tender offer commenced by Nano, Stratasys has filed with the Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D - 9. STRATASYS SHAREHOLDERS ARE ADVISED TO READ STRATASYS’ SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D - 9 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO ANY TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Stratasys shareholders may obtain a copy of the Solicitation/Recommendation Statement on Schedule 14D - 9, as well as any other documents filed by Stratasys in connection with the tender offer by Nano or one of its affiliates, free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of these documents from Stratasys by directing a request to Stratasys Ltd., 1 Holtzman Street, Science Park, P.O. Box 2496, Rehovot 7612, Israel, Attn: Yonah Lloyd, VP Investor Relations, or by calling +972 - 74 - 745 - 4029. Participants in the Solicitation Stratasys, Desktop Metal and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Stratasys, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Stratasys’ proxy statement for its 2023 Annual General Meeting of Shareholders, which was filed with the SEC on July 12, 2023, and Stratasys’ Annual Report on Form 20 - F for the fiscal year ended December 31, 2022, which was filed with the SEC on March 3, 2023. Information about the directors and executive officers of Desktop Metal, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Desktop Metal’s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2023 and Desktop Metal’s Annual Report on Form 10 - K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 1, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Stratasys or Desktop Metal using the sources indicated above. Use of Non - GAAP Financial Measures This communication contains certain forward - looking non - GAAP measures, which are based on internal forecasts and represent management’s best judgment. Reconciliation of such measures to the most directly comparable GAAP financial measures cannot be furnished without unreasonable efforts due to inherent difficulty in forecasting the amount and timing of certain adjustments that are necessary for such reconciliations and which may significantly impact our GAAP results. In particular, sufficient information is not available to calculate certain adjustments that are required to prepare a forward - looking statement of revenue, margin and EBITDA in accordance with GAAP for fiscal years 2024 and beyond. Stratasys also believes that such reconciliations would also imply a degree of precision that would be confusing or inappropriate for these forward - looking measures, which are inherently uncertain. All revenue, margin, EBITDA and other P&L references are non - GAAP unless specified otherwise.
Agenda Why object to Nano’s partial tender offer? Why vote for the Stratasys slate? 1 2 3 4 Nano is unfit to run a large industry - leading public company
Why object to Nano’s partial tender offer? 5 Nano has destroyed significant value ; trades at negative firm value Yoav Stern cannot be trusted , has made misrepresentations and is not qualified to manage Stratasys 3 1 Nano’s partial tender means you may have as little as ~40% of your shares purchased Don’t be misled – Partial tender offer implies that your SSYS shares are valued at a price of ~$15 – $19 per share or significantly below, assuming full participation in the offer 1 5 Nano controlling Stratasys may create significant conflict of interest that potentially could lead to Nano blocking value maximizing transactions for Stratasys , to detriment of SSYS and SSYS minority shareholders 1 See details on slides 9 and 39; Assumes tendered shares that are not accepted due to proration trade similar to Nano’s market cap discount to cash and investments as a controlling entity or SSYS’ unaffected price at most 2 Partial tender offer implies a value of ~$15 – $19 per share or less assuming full participation in offer ; your SSYS remaining shares may trade at a heavily discounted level as a Nano - controlled company , which could be ~$9 – $15 per share or less 1 4 Don’t be coerced to tender. If the partial tender offer is successful, shareholders who don’t participate will have a 4 day mandatory window to tender – No risk of missing out
Nano’s partial tender means you may have as little as ~40% of your shares purchased 6 Source: 1 As of 7/14/2023; 2 Based on DCF range as disclosed in SSYS F - 4 (6/20/23) Not successful Shareholders retain their SSYS holdings, with the share price currently trading at $20.37 1 and with an estimated present value of $24 - $29 2 Successful Potentially every SSYS shareholder will tender their shares in the mandatory 4 - day extension window SSYS shareholders could see as little as ~40% of their shares purchased assuming full participation in the offer You will still own ~60% of your existing shares in Nano - controlled SSYS 1 POTENTIAL OUTCOMES OF NANO’S PARTIAL TENDER OFFER Partial tender offers can be extremely misleading & value - destroying to shareholders
Giron traded at ~NIS 26 / share ~NIS 29 / share for ~54% of Giron Shares ~63% of Giron shareholders tendered ~88% total acceptances Tendering shareholders had only ~61% of shares purchased, remaining with ~39% of their stake Giron share price plummeted 38% to ~NIS 16 per share – implying pro rata price of ~NIS 24 / share for shareholders who tendered Before offer Partial tender offer 4 - day extension period After completion Tender period ISRAELI TENDER OFFER CASE STUDY – GIRON DEVELOPMENT AND CONSTRUCTION LTD Nano’s partial tender means you may have as little as ~40% of your shares purchased (cont’d) 1 7
Shares in a Nano - controlled company may trade at a significant discount 2 Nano does not understand SSYS business Significant conflict of interest will exist, likely detrimental to SSYS and SSYS minority shareholders Nano could block any future deal that might maximize value for minority shareholders of SSYS Float and liquidity will be significantly limited, leading to less efficient trading Customer concerns and employee attrition across the ranks could significantly damage SSYS business Nano does not have experience in operating a large - scale business 8
$24 ~$9 3 - $14.88 5 Nano Partial Tender Offer for 37% 1,2 of shares + = 49% SSYS shares illustratively trade as Nano - controlled entity Illustrative pro - rata price 1 - 5 ~60% of your shares become minority ~40% of your shares purchased in the partial tender offer Value of Nano’s $24 partial tender is illusory; If offer is accepted and assuming full participation, pro - rata price for SSYS shareholders is ~$15 – $19 or potentially less 9 Source: Company filings, Factset, Nano tender offer as of 07/10/2023 1 Assuming basic shares outstanding of 68.6mm; 2 Up to 25.3mm shares purchased as per TO; 3 Assumes SSYS trades as a Nano - controlled entity; Nano market capitalization has been trading at an average ~60% of its cash balance and investments YTD, applying same discount to SSYS unaffected price; rounded for illustrative purposes; 4 Implied pro rata prices assuming 25.3mm shares acquired at $24.00/share as per TO and remaining shares trade at a discount to SSYS unaffected price; rounded for illustrative purposes; 5 Reflects unaffected SSYS price as of May 24, 2023 ~$15 – $19 2
Yoav Stern is unqualified for Stratasys’ Board 10 Yoav Stern does not fundamentally understand SSYS’ business and risks destroying value for SSYS shareholders YOAV STERN’S PROFILE History of poor corporate governance Overseen destruction of hundreds of millions of dollars of shareholder value at Nano Attempted to take 10% of Nano’s equity by a deceptive re - pricing of warrants below the cash value per share 1 Refused to acknowledge the call for a special meeting by his own shareholder, Murchinson Continues to contest the validity of the Murchinson convened meeting in the Israeli courts Track record of misrepresenting the truth Does not respect the will of shareholders who voted him out of Nano by a vote of 92% of the shares that voted 3 1 As outlined in the Notice Of A Special General Meeting Of Shareholders from November 7, 2022
Nano’s leadership team has destroyed shareholder value at an alarming rate 11 Source: Company filings; Enterprise Value accounts for Nano’s investment in SSYS from Q3 2022; 2 From Nano’s Schedule Tender Offer filing Lack of confidence in Nano’s ability to deploy capital efficiently and create shareholder value UNDER YOAV STERN, NANO HAS BEEN TRADING AT A NEGATIVE ENTERPRISE VALUE 1 FOR THE LAST YEAR AND A HALF $1,471 $957 Q121 May 21, 2023 2 IN THE LAST 2 YEARS NANO HAS SPENT $500M+ CASH AND INCREASED ITS REVENUE BY ONLY $44M ($800) Mar - 21 Jun - 21 Oct - 21 Jan - 22 May - 22 Aug - 22 Dec - 22 Mar - 23 Jul - 23 $400 $100 ($200) ($500) $700 $1,000 $1,300 $M $1,600 3 $4M $48M LTM revenue: $44
If the partial tender is successful, shareholders who did not participate will have a mandatory 4 - day window to tender Do not let the coercive nature of Nano’s offer prompt you to tender early Today Partial tender offer is open for 32% - 37% of SSYS Shares Tender not accepted Tender accepted Closing for all SSYS shares tendered 1 4 - day mandatory window provided to shareholders who did not tender initially Successful? No Yes SSYS SHAREHOLDERS SHOULD NOT TENDER THEIR SHARES TODAY July 24, 2023 1 Subject to Mandatory Conditions To meet its CFIUS approval condition, the tender probably remains open until near the end of 2023 4 12
Nano controlling SSYS may create a significant conflict of interest that potentially could lead to Nano blocking value maximizing transactions at SSYS 5 13 O n J u ly 13, 3D Syst e m s submitted proposal to ac q uir e 10 0 % of SSYS for $7.50 / s hare i n c a s h an d 1. 5 444 new l y i s s u e d sh ares of 3D Sy s tems c o m m o n sto c k per or d i nary share of St rat a s y s O n Ju l y 17, SS Y S announc ed that it intend s to engag e in discu s sion s with 3D Systems If Na n o ’s par ti a l t en d er off e r is s u c c e s sf u l, Nano will own ~51% of SSYS Giv e n Na n o ’s s i gn i fi c ant c o nf l i c t of i nt ere s t , Nano could blo c k SSYS’ abi lit y to eng ag e in d is c u s s i ons wit h 3D S y stems or a ny oth e r val u e m a xi m izing tran sact ion s fo r SSYS sh a reholders, to th e detri m ent of SSYS and SSYS min o rit y sh a rehol ders
SSYS’ Board unanimously recommends SSYS shareholders to NOT tender shares into the Nano partial tender offer 14 For assistance in withdrawing your Stratasys ordinary shares or filing a Notice of objection, you can contact your broker or Stratasys’ information agent, Morrow Sodali LLC toll - free at (800) 662 - 5200 or (203) 658 - 9400 or via email at SSYS@info.morrowsodali.com Just to refrain from tendering is simply not enough! Not taking any action could lead to Nano acquiring a controlling interest in Stratasys Stratasys shareholders should take action to file a Notice of Objection to block the partial tender offer
Agenda Why object to Nano’s partial tender offer? Why vote for the Stratasys slate? 3 Nano is unfit to run a large industry - leading public company 1 2 15
Why vote “FOR” Stratasys slate? Nano’s director candidates are not qualified 2 3 Nano’s Board and CEO presided over serious corporate governance failings 4 SSYS board is highly qualified, truly independent and purpose built 1 Voting for Nano slate will enable Nano to take control of Stratasys without paying shareholders, irrespective of the partial tender offer 5 SSYS board is highly focused on maximizing shareholder value and engages with multiple industry participants for the benefit of all SSYS shareholders 16
Voting for Nano slate will enable Nano to take control of Stratasys without paying shareholders, irrespective of the partial tender offer 1 Nominating Nano’s unqualified directors is a desperate attempt by Yoav Stern to control SSYS NEGATIVE IMPLICATIONS FOR A NANO - CONTROLLED BOARD OF DIRECTORS “You didn’t get me to the point where I’m angry . . . you got me to a point where I’ve got nothing to lose . And that’s a dangerous place to put a person ” – Yoav Stern Financial Times, July 8, 2023 Giving away control of SSYS without paying shareholders Once controlling the SSYS Board, Nano could use the numerous conditions contained in the offer to terminate the partial tender offer Nano - controlled Board could replace SSYS’s highly experienced management team Nano - controlled Board could force SSYS into value eroding business combinations, such as paying a premium to acquire Nano 17 Nano could block SSYS’ ability to engage in discussions with 3D Systems or any other value maximizing transactions for SSYS shareholders to, the detriment of SSYS and SSYS minority shareholders
Nano’s slate is not independent and is controlled by Yoav Stern Will blindly follow Yoav Stern or else their current Nano job will be at stake Nano’s nominated directors will continue to operate as Yoav Stern’s subordinates Why was Yoav Stern unable to attract any credible independent director candidates to his slate? Replaced after ~1.5 years from SSYS Board due to lack of contribution 2 Zeev Holtzman Zivi Nedivi President of Nano Hanan Gino CPO / Strategic M&A of Nano Tomer Pinchas COO of Nano Nick Geddes CTO of Nano Yael Sandler CFO of Nano Yoav Stern CEO of Nano 18
Zeev Holtzman 1 Yael Sandler Nick Geddes Tomer Pinchas Hanan Gino Zivi Nedivi Yoav Stern Nano nominee ? ? Senior management at a $500M+ revenue company Generating profitable growth at Nano Successful M&A strategy and integration at Nano ? ? ? ESG, industry standards and compliance experience 1 Experience at a leading 3D printing company Nano’s director candidates are not qualified 2 19 Nano’s nominees lack the qualifications needed to run a billion dollar business Note: Based on public information available and SSYS assessment; 1 Replaced after a year and a half from SSYS Board due to lack of contribution
Nano has disastrous governance policies 20 5 of the 9 Nano directors have not been approved by a shareholder vote at all Source: Equity research; 1 Indicating that fewer than 25% of Nano's shares were represented at their meeting How will Nano’s nominees act on SSYS Board if elected? Nano’s classified Board with 3 - year terms limits the ability of shareholders to hold the Board accountable for performance Nano does not respect the right for its shareholders to call special meetings (despite being required by Israeli Law) Nano does not accept the overwhelming vote (92%) of its own shareholders to reform its board Each of the most recent Nano shareholder meetings have been adjourned due to lack of quorum 1 3 Nano does not disclose the voting results specifics of its shareholders votes or director elections
Adina Shorr Yair Seroussi Michael Schoellhorn David Reis Ziva Patir John McEleney S. Scott Crump Dov Ofer SSYS nominee x x x x x x Senior management at a $500M+ revenue company x x x x x x x Generating profitable growth x x x x x x x Successful M&A strategy and integration x x x ESG, Industry Standards and compliance experience x x x x x x x x Experience at a leading 3D printing company SSYS Board has the right mix of experience and skills 1 21 4 SSYS Directors have deep expertise and knowledge across relevant industries and public Boards Shareholders have affirmed the Board’s decision on composition by overwhelming support 1 Please see slide 34 for further details on SSYS Board
SSYS Board engages with multiple industry participants for the benefit of all SSYS shareholders 5 SSYS Board is highly focused on maximizing shareholder value VALUE ACCRETIVE TRANSACTION WITH DESKTOP METAL ENGAGEMENT WITH 3D SYSTEMS 22 On May 25, SSYS announced merger agreement with Desktop Metal to create significant value for its shareholders Pro forma Board composition for SSYS and Desktop Metal merger: Dov Ofer willingly relinquished his Chairman role 3 SSYS Directors accepted to step down and not be Directors in the pro forma SSYS 3D Systems increased its initial unsolicited offer from $19 per share on June 2, to $20 on June 27 to $24 on July 13 On July 17, SSYS announced that it intends to engage in discussions with 3D Systems
Vote “FOR” the re - election of the Stratasys Slate at the Annual General Meeting on August 8 For assistance voting your WHITE proxy card, please contact Stratasys’ information agent: Morrow Sodali at (800) 662 - 5200 toll - free or (203) 658 - 9400 or via email at SSYS@info.morrowsodali.com Vote only the WHITE proxy card “FOR” the re - election of the Stratasys Slate S. Scott Crump Dov Ofer David Reis Yair Seroussi John J. McEleney Ziva Patir Michael Schoellhorn Adina Shorr 23
Agenda Why object to Nano’s partial tender offer? Why vote for the Stratasys slate? Nano is unfit to run a large industry - leading public company 1 3 2 24
Nano’s campaign is built on flawed assumptions and a poor understanding of Stratasys “The market for polymers is full” 2 “The (services business) competes with their customers… (it) doesn’t work” 3 “(Stratasys has) good islands of software… we will make it a continent” 4 25 NANO’S MISINFORMED VIEWS REALITY Source: Nano YouTube video: “Let’s Talk #10 – Stratasys is a strategic financial opportunity for Nano Dimension” 03/14/23; 1 Stratasys estimate based on: Wohler total market size and historical growth rate, Context for relative split between prototyping, polymer end parts “Stratasys has bought companies but has paid a lot (to acquire them)…and didn’t really merge (the businesses)” 5 1 Nano and SSYS have separate customers, a different GTM channels, diverse technologies, and no operational synergies Polymer addressable market expected to grow at 20%+ CAGR to ~$6B in 2027 1 Services business is an integral component of the SSYS innovation ecosystem and helps generate leads for internal sales team Single and fully integrated software platform (GrabCAD) addressing every customer requirement from design through production Successful track record of integrating prior acquisitions — 5 acquisitions successfully integrated since 2020 under Yoav Zeif’s tenure and the current SSYS Board “The combination of Nano Dimension and Stratasys will create significant synergies”
Yoav Stern has repeatedly misrepresented facts YOAV STERN’S INACCURATE CLAIMS REALITY Source: Nano YouTube video: “Let’s Talk #10 – Stratasys is a strategic financial opportunity for Nano Dimension” 03/14/23 and “Let's Talk #21 - Analysis of Stratasys Transaction” 03/29/2023, Q12023 Earnings call; 1 As of 05/25/2023; 2 Nano earnings call 3/11/21 x SSYS CEO Yoav Zeif had only one meeting with Yoav Stern and made it clear that SSYS would respond once the Board’s review of Nano’s proposal was completed “[Nano] has held constructive, informal discussions with Stratasys regarding the offer and the merits of the combination” 26 “I have met with two or three (current members of the Stratasys Board) … (they said the company) is going nowhere” No directors of SSYS have met with anyone from Nano under the context of a strategic transaction x Nano Dimensions reported Net Income for Q1 2023 of $22M Very small business, with Nano generating Q1 2023 an Operating Loss of $31M, which was offset by a $57M financial gain as a result of their stake in SSYS shares ($45M) and interest income x “We are winning in every way possible in all of [Murchinson’s] attempts to [make] silly complaints to courts” x The U.S. District Court for the SDNY denied Nano’s requested relief and dismissed all of its claims “We are focusing on taking 100% of companies. We're not investment companies. We're not going to invest and take a partial stake in the company.” 2 Nano purchased minority stake in SSYS in July 2022. Nano’s partial tender offer is for up to 51% stake in SSYS x
27 Yoav Stern led a series of questionable acquisitions that have been written off immediately after closing Sources: 1 Nanofabrica midpoint of management approx. in NNDM FY 2022 20 - F, Essemtec cash plus earn - out plus shareholder loans listed in NNDM FY 2022 20 - F, GIS immediate payout plus midpoint of earn - outs in NNDM FY 2022 20 - F, Formatec cash listed in NNDM FY 2022 20 - F, DeepCube cash and ADS in NNDM FY 2022 20 - F, 2 Includes CGUs, goodwill, intangibles and property, plant and equipment relating to the groups of the said cash - generating units as per Q4 2021 and Q4 2022 earnings reports ~$181 Acquisitions since 2Q21 Cumulative impairment losses since 2Q21 2 OVERVIEW OF NANO’S ACQUISITION AND IMPAIRMENT LOSSES ($M) ~$195 1 Nano has a track record of taking over companies and then destroying value
Yoav Stern’s short tenure at Magal should serve as a cautionary tail • Following his termination, Stern attempted to lead a group of funds in an activist fight to overhaul Magal’s board and reclaim a corporate leadership position • In response to this attempt, Magal published an open letter to its shareholders to shed light on his tenure as CEO • Stern never sued Magal for libel – a powerful signal of the validity of the letter’s claims YOAV STERN’S TENURE AT MAGAL SECURITY SYSTEMS 28 QUOTES FROM MAGAL’S OPEN LETTER TO SHAREHOLDERS “After Mr. Stern joined the Company, he clearly indicated to certain employees that his real intention was to cause a management buy out where the shares of the Company would be purchased at a low price by management ” “ [the nominated directors in the proxy fight] are all associated with Mr. Stern as they served together in the Israeli Air Force and some of them have been or are presently his business partners.” “During his tenure, Mr. Stern terminated, or caused the termination, of numerous senior employees (some of whom were improperly terminated) and caused an almost irreparable damage in the morale of the remaining employees ” Source: Company filings appoints Yoav Stern as acting President February 2009: Yoav Stern is appointed acting President and CEO July 2009: The Chairman of the Board fires Mr. Stern (within 8 months of appointment) Timeline of key events November 2008: “Mr. Stern had recorded conversations with the company’s employees, shareholders and Board members, without their knowledge . The Board views Mr. Stern’s conduct as an attempt to damage the company’s proper management and operations”
Nano Board and CEO presided over corporate governance failings 29 Source: Company filings, ISS, Glass Lewis, Egan Jones Yoav Stern and the Nano Board have demonstrated a blatant lack of regard for the voice of their own shareholders and the recommendation of all the Independent Proxy Advisory firms. How would they treat the public minority shareholders of Stratasys? Pay and performance misalignment Lagging performance Corporate governance failures / concerns • Nano’s stock price has traded well below the cash value per share on its balance sheet for over a year, raising questions whether Nano’s Board and management will misuse its cash • The Nano Board tried to re - price CEO and Chairman Yoav Stern’s severely out - of - the - money options to a strike price well below Nano’s cash and securities per share • Shareholders voted this proposal down at the meeting in December 2022 • All three major, independent proxy advisory firms recommended to remove four sitting Nano directors including Yoav Stern at a special meeting on March 20, 2023 • 92% of Nano shareholders who voted supported removal of the four directors , and the election of two new independent directors nominated by Murchinson
Legal legitimacy of Nano Dimension’s entire campaign is questionable The March ‘23 Nano shareholder vote raises doubts if Nano’s Board has legitimate authority. Is this campaign designed to act as a distraction for Nano’s shareholders from Nano’s ongoing internal issues? Murchinson proposed to reform Nano’s corporate governance practices and replace 4 Nano Directors with two of its chosen independent candidates Rather than accepting the vote of its own shareholders, Nano Board filed a lawsuit against Murchison Composition of Nano's Board and the legality of its actions remain in question and is under adjudication in Israeli courts • March 12, 2023: ISS, Glass Lewis and Egan - Jones recommend Nano shareholders support Murchinson’s nominees and proposals 30 • March 20, 2023: At the Special Meeting, Nano shareholders overwhelmingly (approx. 92% of the votes cast for the Special meeting) supported all four Murchinson proposals
Nano's partial tender offer, both in terms of timing and its ability to close, is subject to significant uncertainty due to its legal battles This position further highlights what may turn out to be a legally chaotic situation both for those shareholders who tender and for those who do not. NANO’S PENDING LEGAL BATTLES • On April 25, 2023, Nano filed a Statement of Claim to an Israeli court, seeking a declaration of the illegality of SSYS Rights Plan • The validity of Murchinson’s special meeting is currently under review in the Israeli court • On July 11 , 2023 , Murchinson announced that the New York Court had dismissed the Section 13 (d) claims filed by Nano against Murchinson with prejudice " We believe the Israeli courts will decide the legality of Stratasys' poison pill and the recent Nano shareholder vote to remove several members of Nano's board and management team. If Nano loses either of these court cases, we believe it is game over regarding their attempt to acquire Stratasys ” Troy Jensen Lake Street, June 28, 2023 31 Nano CFO Yael Sandler in her court affidavit in relation to the Nano tender offer: “…on the basis of legal advice I received, even if there were a basis for the claim of lack of authority, [Nano] is able to retroactively approve an action that was carried out without authority”
Agenda 32 Supporting Materials
SSYS shareholders may not see money for tendered shares for a long time Nano’s conditions to its partial tender offer will not be satisfied by the July 24 Expiration Date Nano consistently misleads Stratasys shareholders with respect to when they would get paid for their tendered shares Jul - 24 Tender offer preliminary results Tender offer extension Jul - 28 Tender offer could continue to be extended… Towards end of 2023 Earliest expected CFIUS approval CFIUS approval To meet its CFIUS approval condition, the tender probably remains open until near the end of 2023 33
SSYS Board is highly qualified with relevant sector experience and expertise • Chairman of the Board since May 2020, director since July 2017 • Former CEO of Lumenis Computerized Systems (Nasdaq: LMNS) • Previous Corporate Vice President and General Manager at HP Scitex, and former President and CEO of Scitex Vision • Currently serves as Director of Kornit Digital • Director since November 2021, previous SSYS Board experience dating to 1988 • Inventor of FDM technology and Co - founder of Stratasys • Former Stratasys Chief External Affairs and Innovation Officer, and Chief Innovation Officer, in addition to Stratasys previous Chairman, CEO and President • Deep industry and operational experience dating to the earliest days of 3D Printing technology • Director since June 2013 • Consultant to governments on issues of strategy and compliance, risk - based regulatory enforcement activities, standardization and policy • Deep expertise in ESG - related matters • Previous experience at Better Place, Road Safety Authority (RSA) of Israel, Standard Institution of Israel, and the International Organization for Standardization • Currently serves as a Director of ABRA and ELTA Systems Ziva Patir Age: 72 | Director Dov Ofer Age: 68 | Chairman Denotes experience as public company executive • Director since 2007 • Co - founder and previous CEO of Onshape, a 3D product design software company • Former CEO of Cloud Switch, former CEO of SolidWorks (Dassault Systemes) • Pervious experience at Computervision and Raytheon • Currently serves as a Director of InNeuroco, a medical device company focused on neurological access devices John J. McEleney Age: 60 | Director • Director since June 2013, former CEO of Stratasys and Objet • Previous CEO of NUR Macroprinters (acquired by HP) • Former CEO and president of ImageID, and of Scitex Vision • Currently serves as Chairman of Enercon Technologies, Director of Tuttnauer, Director of Seed - X and as a Director of Scodix David Reis Age: 62 | Director • Director since 2017 • Former Chairman and Board member of Bank Hapolim • Founder of the Israeli office and former head of Morgan Stanley Israel • Served in the Israeli Ministry of Finance, where he held several senior positions • Currently a Director at DSP Group, Advisory Team Member at SkyFund and Chairman of ZIM Integrated Shipping Services Yair Seroussi Age: 67 | Director S. Scott Crump Age: 69 | Director • Director since July 2018 • Former CEO of Scodix • Board member of Vision Technology and Highcon Systems • Former CEO and Chairman of Lucidlogix Technologies, CEO of CellGuide and CEO of Objet • Prior experience as executive in Creo, Scitex and IBM • Served as a Board member at Objet Geometries and Advanced Vision Technology Adina Shorr Age: 62 | Director • Director since November 2020 • Current CEO, Aribus Defence and Space and former COO of Airbus • Previous experience as Chief Operating Officer of BSH Home Appliances and various positions at Bosch • Currently serves as member of the Supervisory Board, Premium Aerospace Group, and President of BDLI, the German aerospace industries association Michael Schoellhorn Age: 57 | Director SSYS keeps a balanced Board tenure with 3 directors < 6 years, 4 directors 6 – 10 years and 1 director > 11 years 34
SSYS Board has overseen a multi - year transition to stronger growth FOCUS AREAS Corporate Strategy Business development 2020 2021 2023 Balance sheet management x Transformation nearing completion, moving into a period of stronger and more profitable growth x Well capitalized balance sheet with no debt BOARD OVERSIGHT 2022 Annual strategy review Appointed Dr. Yoav Zeif as CEO (Industry transformation expertise) The Board has the right skills and experience to support and guide management Annual corporate plan and budget approval Introduced “North Star” strategy x Solid foundation with strong track record of innovation and accelerating growth via acquisitions Continuous business development and portfolio review Origin Riven Desktop Metal Covestro x Board is committed to and accountable for ESG activity ESG & Sustainability Established Annual ESG review Inaugural ESG Sustainability report outlined ESG strategy, commitment and activities Established ESG Steering Committee, including Board Champion RPS Xaar $230mm growth capital raise No debt Balance sheet oversight 35
Stratasys actively engages with shareholders and incorporates input • Management engages directly with shareholders Over 80 calls and in - person meetings with shareholders in 1H 2023 KEY STATISTICS OF ENGAGEMENT ROBUST ENGAGEMENT PROGRAM • We engage with investors, stewardship committees, and proxy advisory firms to listen to their views on our business and corporate governance Attended 6 bank conferences in the past 12 months • Year - round engagement program seeks continuous feedback and not just near our annual meeting Enhanced IR website to engage and communicate with shareholders Met with investors across multiple non - deal roadshows and at industry trade shows 36
Stratasys’ Directors are compensated in line with market standards and their incentives are aligned with shareholders Cash 30% Equity - based 70% Based on compensation in 20 - F filing on 03/03/2023; excludes retainer fees paid for chair and committee responsibilities Directors are at risk for the vast majority of their compensation, putting their interests alongside shareholders x Stratasys directors’ compensation is 70% equity - based and therefore aligns directors’ interests with the interests of Stratasys shareholders x Director cash compensation is less than half of the S&P 500 firm average x Equity compensation is comprised of 50% RSU’s and 50% stock options COMMENTARY DIRECTOR COMPENSATION BREAKDOWN 37
SSYS board has taken the right measures to protect its shareholders 38 SSYS $ PER SHARE $14.88 $18.00 $20.05 $24.00 $24.07 May 24 July 13 1 May 25 June 27 July 10 Nano’s Partial Tender Offers Denied Nano to buy shares from SSYS shareholders at discounted prices Forced Nano to raise its Partial Tender Offer price Implemented Rights Plan on July 27, 2022 1 Safeguards minority shareholders from Nano’s manipulative and self - centered campaign Protects company from value erosion Recommended shareholders to not tender its shares to Nano 2 Unaffected SSYS Board actions have prompted Nano to raise its Partial Tender Offer prices On July 17, SSYS announced that it intends to engage in discussions with 3D Systems Stratasys to engage in discussions with 3D Systems 3 DDD Offer 1 Based on DDD’s July 13th proposal of $7.50 / SSYS share in cash and 1.5444 newly issued shares of 3D Systems common stock per ordinary share of Stratasys; implied using 3D Systems share price of $10.73 on July 12
Illustrative pro - rata share price assuming full participation in Nano’s partial tender offer 39 Nano market capitalization has been on average ~58% of its cash and investments position; applying same discount to SSYS unaffected to imply illustrative trading price of remaining shares 2 $14.88 Unaffected SSYS price per share 58% Nano trading factor ~$9 Illustrative trading price of remaining shares ~$15 Illustrative pro rata price per share 3 Note: All analysis highly illustrative; 1 68.6M outstanding shares less 9.7M shares owned by Nano already and less 25.3M shares theoretically acquired at partial TO; 2 Reflects average Nano YTD trading as of 7/14/23; 3 Calculated as the blended share price assuming successful partial TO and illustrative trading price; 4 Adjusted for net cash (incl. unconsolidated investments) of $337M; 5 Based on SSYS FDSO of 72.7M shares Assumes SSYS trades at 0.5x - 1.0x EV / 23E revenue 1.0x 0.5x EV / 23E revenue $650 $650 23E SSYS revenue (mid point guidance) $650 $325 Implied EV $987 $662 Implied market cap 4 ~$14 ~$9 Illustrative trading price of remaining shares 5 ~$18 ~$16 Illustrative pro rata price per share 3 Shares acquired by Nano via partial tender offer (“TO”): 25.3M Nano partial tender offer price: $24.00 per share Remaining shares not purchased by Nano: 33.6M 1 APPLYING NANO TRADING DISCOUNT APPLYING REVENUE MULTIPLE PER SHARE ITEMS IN $ IN MILLIONS, PER SHARE ITEMS IN $ ASSUMPTIONS Assumes SSYS remaining shares trade at SSYS unaffected price of $14.88 SSYS UNAFFECTED SHARE PRICE PER SHARE ITEMS IN $ $14.88 Unaffected SSYS price per share $14.88 Illustrative trading price of remaining shares ~$19 Illustrative pro rata price per share 3
Thank You 40
Exhibit (a)(41)
Hello,
I am reaching out to make sure you saw two announcements that Stratasys made this morning.
After careful review and consultation with its independent financial and legal advisors, the Stratasys Board has announced that following the July 13, 2023 revised unsolicited proposal by 3D Systems Corporation to acquire Stratasys for $7.50 in cash and 1.5444 newly issued shares of 3D Systems common stock per ordinary share of Stratasys, the Company intends to engage in discussions with 3D Systems, subject to the requirements of the Desktop Metal merger agreement.
The Board has not determined that 3D Systems’ revised proposal constitutes a Superior Proposal as defined in the merger agreement with Desktop Metal, and there is no assurance that the discussions with 3D Systems will result in a Superior Proposal, an agreement or a transaction. The Stratasys Board has not changed its unanimous approval, recommendation and declaration of advisability of the transaction with Desktop Metal at this time.
We also issued a press release announcing that the Stratasys Board of Directors unanimously rejected Nano Dimension’s revised partial tender offer, as well as an accompanying investor presentation that highlights Nano’s attempts to destroy significant value and growth opportunities for all Stratasys shareholders.
Key highlights of the investor presentation include:
| ● | Nano’s partial tender means Stratasys shareholders who tender their shares may have as few as approximately 40% of their shares purchased, assuming full participation in the offer. If the partial tender offer is successful, additional shareholders are likely to tender their shares during the mandatory 4-day extension window, and shareholders may retain approximately 60% of their existing shares in a Nano-controlled Stratasys. |
| ● | The partial tender offer implies a blended value of approximately $15 to $19 per share or less, assuming full participation in the offer, given that Stratasys being controlled by Nano is likely to lead to Stratasys shareholders’ remaining shares trading at a heavily discounted level, which could be approximately $9 to $15 per share or less.1 |
| ● | Nano has destroyed significant value and trades at negative firm value. Yoav Stern, Nano’s Chairman and CEO, cannot be trusted, has made misrepresentations about Stratasys and is not qualified to manage Stratasys. Since Yoav Stern’s appointment, Nano has spent more than $500 million in cash and increased its revenue by only $44 million. |
| ● | If the partial tender offer is successful, significant conflicts of interest would exist that are likely to be detrimental to Stratasys and its minority shareholders. Nano and Yoav Stern may not be incentivized to act in the best interest of minority shareholders of Stratasys, and Nano could block any future transaction that might maximize value for Stratasys and its minority shareholders, including Stratasys’ ability to engage in discussions with 3D Systems. |
You can learn more by reading both releases here. We also posted the presentation on the Investor Relations section of our website and at www.NextGenerationAM.com.
Please let us know if you’re interested in a call to discuss this news further.
Best,
Yonah
| 1 | Assumes tendered shares that are not accepted as a result of proration trade similar to Nano’s market cap discount to cash and investments as a controlling entity or SSYS’ unaffected price at most. See investor presentation for further information. |
Forward-Looking Statements
This document contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the actual results of Stratasys Ltd. and its consolidated subsidiaries (“Stratasys”) may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements.
Such forward-looking statements include statements relating to the proposed transaction between Stratasys and Desktop Metal, Inc. (“Desktop Metal”), including statements regarding the benefits of the transaction and the anticipated timing of the transaction, and information regarding the businesses of Stratasys and Desktop Metal, including expectations regarding outlook and all underlying assumptions, Stratasys’ and Desktop Metal’s objectives, plans and strategies, information relating to operating trends in markets where Stratasys and Desktop Metal operate, statements that contain projections of results of operations or of financial condition and all other statements other than statements of historical fact that address activities, events or developments that Stratasys or Desktop Metal intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Stratasys’ or Desktop Metal’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” in Stratasys’ Annual Report on Form 20-F for the year ended December 31, 2022 and Part 1, Item 1A, “Risk Factors” in Desktop Metal’s Annual Report on Form 10-K for the year ended December 31, 2022, each filed with the Securities and Exchange Commission (the “SEC”), and in other filings by Stratasys and Desktop Metal with the SEC. These include, but are not limited to: factors relating to the partial tender offer commenced by Nano Dimension Ltd. (“Nano”), including actions taken by Nano in connection with the offer, actions taken by Stratasys or its shareholders in respect of the offer and the effects of the offer on Stratasys’ businesses, or other developments involving Nano, the ultimate outcome of the proposed transaction between Stratasys and Desktop Metal, including the possibility that Stratasys or Desktop Metal shareholders will reject the proposed transaction; the effect of the announcement of the proposed transaction on the ability of Stratasys and Desktop Metal to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; the timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals); other risks related to the completion of the proposed transaction and actions related thereto; changes in demand for Stratasys’ or Desktop Metal’s products and services; global market, political and economic conditions, and in the countries in which Stratasys and Desktop Metal operate in particular; government regulations and approvals; the extent of growth of the 3D printing market generally; the global macro-economic environment, including headwinds caused by inflation, rising interest rates, unfavorable currency exchange rates and potential recessionary conditions; the impact of shifts in prices or margins of the products that Stratasys or Desktop Metal sells or services Stratasys or Desktop Metal provides, including due to a shift towards lower margin products or services; the potential adverse impact that recent global interruptions and delays involving freight carriers and other third parties may have on Stratasys’ or Desktop Metal’s supply chain and distribution network and consequently, Stratasys’ or Desktop Metal’s ability to successfully sell both existing and newly-launched 3D printing products; litigation and regulatory proceedings, including any proceedings that may be instituted against Stratasys or Desktop Metal related to the proposed transaction; impacts of rapid technological change in the additive manufacturing industry, which requires Stratasys and Desktop Metal to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of Stratasys’ or Desktop Metal’s products; and disruptions of Stratasys’ or Desktop Metal’s information technology systems.
These risks, as well as other risks related to the proposed transaction, are included in the registration statement on Form F-4 and joint proxy statement/prospectus that has been filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form F-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Stratasys’ and Desktop Metal’s respective periodic reports and other filings with the SEC, including the risk factors identified in Stratasys’ and Desktop Metal’s Annual Reports on Form 20-F and Form 10-K, respectively, and Stratasys’ Form 6-K reports that published its results for the quarter ended March 31, 2023, which it furnished to the SEC on May 16, 2023, and Desktop Metal’s most recent Quarterly Reports on Form 10-Q. The forward-looking statements included in this communication are made only as of the date hereof. Neither Stratasys nor Desktop Metal undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
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No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, 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. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Important Additional Information
In connection with the proposed transaction, Stratasys filed with the SEC a registration statement on Form F-4 that includes a joint proxy statement of Stratasys and Desktop Metal and that also constitutes a prospectus of Stratasys. Each of Stratasys and Desktop Metal may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Stratasys or Desktop Metal may file with the SEC. The registration statement has not yet become effective. After the registration statement is effective, the definitive joint proxy statement/prospectus will be mailed to shareholders of Stratasys and Desktop Metal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and definitive joint proxy statement/prospectus and other documents containing important information about Stratasys, Desktop Metal and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with, or furnished, to the SEC by Stratasys will be available free of charge on Stratasys’ website at https://investors.stratasys.com/sec-filings. Copies of the documents filed with the SEC by Desktop Metal will be available free of charge on Desktop Metal’s website at https://ir.desktopmetal.com/sec-filings/all-sec-filings.
This communication is not an offer to purchase or a solicitation of an offer to sell the ordinary shares of Stratasys. In response to a tender offer commenced by Nano, Stratasys has filed with the Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9. STRATASYS SHAREHOLDERS ARE ADVISED TO READ STRATASYS’ SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY DECISION WITH RESPECT TO ANY TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Stratasys shareholders may obtain a copy of the Solicitation/Recommendation Statement on Schedule 14D-9, as well as any other documents filed by Stratasys in connection with the tender offer by Nano or one of its affiliates, free of charge at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of these documents from Stratasys by directing a request to Stratasys Ltd., 1 Holtzman Street, Science Park, P.O. Box 2496, Rehovot 7612, Israel, Attn: Yonah Lloyd, VP Investor Relations, or by calling +972-74-745-4029.
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Participants in the Solicitation
Stratasys, Desktop Metal and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Stratasys, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Stratasys’ proxy statement for its 2023 Annual General Meeting of Shareholders, which was filed with the SEC on July 12, 2023, and Stratasys’ Annual Report on Form 20-F for the fiscal year ended December 31, 2022, which was filed with the SEC on March 3, 2023. Information about the directors and executive officers of Desktop Metal, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Desktop Metal’s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2023 and Desktop Metal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 1, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Stratasys or Desktop Metal using the sources indicated above.
Contacts
Investor Relations
Yonah Lloyd
CCO / VP Investor Relations
Yonah.Lloyd@stratasys.com
U.S. Media
Ed Trissel / Joseph Sala / Kara Brickman
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Israel Media
Rosa Coblens
VP Sustainability, Public Relations IL & Global Internal Communications
Rosa.Coblens@stratasys.com
Yael Arnon
Scherf Communications
yaela@scherfcom.com
+972527202703
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Exhibit (a)(42)
https://www.nextgenerationam.com/
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Exhibit (a)(43)
Stratasys Intends to Engage in Discussions with 3D Systems to Determine Whether 3D Systems Would Ultimately Make a “Superior Proposal”
Stratasys Reiterates and Provides Additional Details on Board Determination that at this Time the 3D Systems Revised Unsolicited Proposal is Not a “Superior Proposal” as Defined in Stratasys’ Merger Agreement with Desktop Metal
MINNEAPOLIS & REHOVOT, Israel – July 17, 2023 – Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys” or “the Company”), a leader in polymer 3D printing solutions, today issued the following statement reiterating and providing additional details on its comments regarding 3D Systems’ July 13, 2023 revised unsolicited proposal:
On July 17, 2023, Stratasys announced that Stratasys’ Board of Directors, after consultation with its financial advisor and outside legal counsel, has unanimously determined that the July 13, 2023 revised unsolicited proposal by 3D Systems Corporation (NYSE: DDD) (“3D Systems”) to acquire Stratasys for $7.50 in cash and 1.5444 newly issued shares of 3D Systems common stock per ordinary share of Stratasys would reasonably be expected to result in a “Superior Proposal” as defined in Stratasys’ merger agreement with Desktop Metal.
To determine whether 3D Systems would ultimately make a “Superior Proposal”, Stratasys must first conduct proper due diligence on 3D Systems’ business and prospects. This includes examining 3D Systems’ forecast of $100 million of synergies and 3D Systems’ revenue growth and profitability. In addition, Stratasys also intends to negotiate terms with 3D Systems, subject to the requirements of the Desktop Metal merger agreement.
As previously announced on May 25, 2023, Stratasys entered into a merger agreement with Desktop Metal, pursuant to which Desktop Metal agreed to combine with Stratasys in an all-stock transaction. Stratasys remains bound by the terms of the Desktop Metal merger agreement. Stratasys’ Board has not determined that 3D Systems’ July 13, 2023 revised proposal in fact constitutes a Superior Proposal as defined in the merger agreement with Desktop Metal, and the Stratasys Board has not changed its unanimous approval, recommendation and declaration of advisability of the transaction with Desktop Metal.
Stratasys continues to recommend that shareholders reject Nano Dimension’s revised partial offer, deliver a Notice of Objection against the partial offer and do NOT tender their Stratasys shares in the partial offer.
To deliver a Notice of Objection, CONTACT YOUR BROKER and instruct them to deliver a Notice of Objection on your behalf. If you have already tendered your shares, you can still withdraw them.
In addition, the Stratasys Board unanimously recommends that Stratasys shareholders vote ONLY on the WHITE proxy card “FOR” the re-election of the Stratasys Slate, consisting of the eight highly qualified current members of Stratasys’ Board.
Advisors
J.P. Morgan is acting as exclusive financial advisor to Stratasys, and Meitar Law Offices and Wachtell, Lipton, Rosen & Katz are serving as legal counsel.
About Stratasys
Stratasys is leading the global shift to additive manufacturing with innovative 3D printing solutions for industries such as aerospace, automotive, consumer products, healthcare, fashion and education. Through smart and connected 3D printers, polymer materials, a software ecosystem, and parts on demand, Stratasys solutions deliver competitive advantages at every stage in the product value chain. The world’s leading organizations turn to Stratasys to transform product design, bring agility to manufacturing and supply chains, and improve patient care.
To learn more about Stratasys, visit www.stratasys.com, the Stratasys blog, Twitter, LinkedIn, or Facebook. Stratasys reserves the right to utilize any of the foregoing social media platforms, including the Company’s websites, to share material, non-public information pursuant to the SEC’s Regulation FD. To the extent necessary and mandated by applicable law, Stratasys will also include such information in its public disclosure filings.
Stratasys is a registered trademark and the Stratasys signet is a trademark of Stratasys Ltd. and/or its subsidiaries or affiliates. All other trademarks are the property of their respective owners.
Forward-Looking Statements
This document contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the actual results of Stratasys Ltd. and its consolidated subsidiaries (“Stratasys”) may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements.
Such forward-looking statements include statements relating to the proposed transaction between Stratasys and Desktop Metal, Inc. (“Desktop Metal”), including statements regarding the benefits of the transaction and the anticipated timing of the transaction, and information regarding the businesses of Stratasys and Desktop Metal, including expectations regarding outlook and all underlying assumptions, Stratasys’ and Desktop Metal’s objectives, plans and strategies, information relating to operating trends in markets where Stratasys and Desktop Metal operate, statements that contain projections of results of operations or of financial condition and all other statements other than statements of historical fact that address activities, events or developments that Stratasys or Desktop Metal intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. In addition, there can be no assurance that the discussions with 3D Systems will result in a Superior Proposal, an agreement or a transaction. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Stratasys’ or Desktop Metal’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” in Stratasys’ Annual Report on Form 20-F for the year ended December 31, 2022 and Part 1, Item 1A, “Risk Factors” in Desktop Metal’s Annual Report on Form 10-K for the year ended December 31, 2022, each filed with the Securities and Exchange Commission (the “SEC”), and in other filings by Stratasys and Desktop Metal with the SEC. These include, but are not limited to: factors relating to the partial tender offer commenced by Nano Dimension Ltd. (“Nano”), including actions taken by Nano in connection with the offer, actions taken by Stratasys or its shareholders in respect of the offer and the effects of the offer on Stratasys’ businesses, or other developments involving Nano, the ultimate outcome of the proposed transaction between Stratasys and Desktop Metal, including the possibility that Stratasys or Desktop Metal shareholders will reject the proposed transaction; the effect of the announcement of the proposed transaction on the ability of Stratasys and Desktop Metal to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; the timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals); other risks related to the completion of the proposed transaction and actions related thereto; changes in demand for Stratasys’ or Desktop Metal’s products and services; global market, political and economic conditions, and in the countries in which Stratasys and Desktop Metal operate in particular; government regulations and approvals; the extent of growth of the 3D printing market generally; the global macro-economic environment, including headwinds caused by inflation, rising interest rates, unfavorable currency exchange rates and potential recessionary conditions; the impact of shifts in prices or margins of the products that Stratasys or Desktop Metal sells or services Stratasys or Desktop Metal provides, including due to a shift towards lower margin products or services; the potential adverse impact that recent global interruptions and delays involving freight carriers and other third parties may have on Stratasys’ or Desktop Metal’s supply chain and distribution network and consequently, Stratasys’ or Desktop Metal’s ability to successfully sell both existing and newly-launched 3D printing products; litigation and regulatory proceedings, including any proceedings that may be instituted against Stratasys or Desktop Metal related to the proposed transaction; impacts of rapid technological change in the additive manufacturing industry, which requires Stratasys and Desktop Metal to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of Stratasys’ or Desktop Metal’s products; and disruptions of Stratasys’ or Desktop Metal’s information technology systems.
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These risks, as well as other risks related to the proposed transaction, are included in the registration statement on Form F-4 and joint proxy statement/prospectus that has been filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form F-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Stratasys’ and Desktop Metal’s respective periodic reports and other filings with the SEC, including the risk factors identified in Stratasys’ and Desktop Metal’s Annual Reports on Form 20-F and Form 10-K, respectively, and Stratasys’ Form 6-K reports that published its results for the quarter ended March 31, 2023, which it furnished to the SEC on May 16, 2023, and Desktop Metal’s most recent Quarterly Reports on Form 10-Q. The forward-looking statements included in this communication are made only as of the date hereof. Neither Stratasys nor Desktop Metal undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, 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. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Important Additional Information
In connection with the proposed transaction, Stratasys filed with the SEC a registration statement on Form F-4 that includes a joint proxy statement of Stratasys and Desktop Metal and that also constitutes a prospectus of Stratasys. Each of Stratasys and Desktop Metal may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that Stratasys or Desktop Metal may file with the SEC. The registration statement has not yet become effective. After the registration statement is effective, the definitive joint proxy statement/prospectus will be mailed to shareholders of Stratasys and Desktop Metal. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and definitive joint proxy statement/prospectus and other documents containing important information about Stratasys, Desktop Metal and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with, or furnished, to the SEC by Stratasys will be available free of charge on Stratasys’ website at https://investors.stratasys.com/sec-filings. Copies of the documents filed with the SEC by Desktop Metal will be available free of charge on Desktop Metal’s website at https://ir.desktopmetal.com/sec-filings/all-sec-filings.
Participants in the Solicitation
Stratasys, Desktop Metal and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Stratasys, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Stratasys’ proxy statement for its 2023 Annual General Meeting of Shareholders, which was filed with the SEC on July 12, 2023, and Stratasys’ Annual Report on Form 20-F for the fiscal year ended December 31, 2022, which was filed with the SEC on March 3, 2023. Information about the directors and executive officers of Desktop Metal, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Desktop Metal’s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 25, 2023 and Desktop Metal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on March 1, 2023. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Stratasys or Desktop Metal using the sources indicated above.
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Contacts
Investor Relations
Yonah Lloyd
CCO / VP Investor Relations
Yonah.Lloyd@stratasys.com
Morrow Sodali
SSYS@info.morrowsodali.com
(800) 662-5200
(203) 658-9400
U.S. Media
Ed Trissel / Joseph Sala / Kara Brickman
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Israel Media
Rosa Coblens
VP Sustainability, Public Relations IL & Global Internal Communications
Rosa.Coblens@stratasys.com
Yael Arnon
Scherf Communications
yaela@scherfcom.com
+972527202703
4