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Nano Dimension Offers to Acquire Stratasys for $18 a Share

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Israel-based 3D printing company Nano Dimension (NASDAQ:NNDM) has made an unsolicited offer to acquire its rival Stratasys (NASDAQ:SSYS) for $18 per share in cash, representing a 36% premium to Stratasys’s closing price on March 1 and a 29% premium to Thursday’s closing price. Stratasys, which confirmed receipt of the offer, surged 14% in after-hours trading, while Nano Dimension fell 6.5%.

Nano Dimension has been Stratasys’s largest shareholder since July 2022 and currently holds a 13.7% stake on a fully diluted basis. The company said it has held “constructive, informal” talks with Stratasys regarding the non-binding offer and the merits of a combination. In a letter to Stratasys’s board, Nano Dimension said it is prepared to complete due diligence and negotiate a definite agreement within 30 days.

“We are highly confident in the merits of the proposed transaction and we strongly believe the offer represents an attractive proposal for all stakeholders of the company,” Nano Dimension wrote in the letter.

Stratasys said its board will carefully review the proposal and determine what action is in the best interest of the company and its shareholders.
The offer comes as Nano Dimensions has been engaged in a fight with its largest shareholder Murchinson, which is trying to get board seats and seeks the ouster of the company’s Chairman Yoav Stern. Earlier Thursday, influential proxy service ISS recommended that shareholders vote to support all of Murchinson’s board nominees and removal of chairman Yoav Stern.
Last month, Nano Dimension said it hired Lazard Ltd. as an advisor for strategic mergers and acquisitions and to address a challenge from Murchinson. Lazard has been working with the company on potential transformative acquisitions and “growth maximization strategies.”

Nano Dimension has a market cap of $770 million, while Stratasys is valued at $940 million. In July, Stratasys adopted a limited shareholder rights plan or “poison pill” shortly after Nano Dimension disclosed that it had acquired a 12% stake in Stratasys. The poison pill would go into effect when a person or group acquired 15% or more of the company’s stock, with the pill set to expire July 24.

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