Stratasys Board Rejects Nano Dimension’s Revised Takeover Offer

Last week, Stratasys board unanimously rejected Nano Dimension's follow-up buyout offer at $20 per share—an increase from the previous $18-per-share offer.

Announcing its decision, Stratasys writes it has “carefully reviewed and evaluated the revised proposal,” but in the end the directors felt, “Nano’s proposal continues to substantially undervalue Stratasys in light of its standalone prospects and is not in the best interests of Stratasys and its shareholders.”

Nano Dimension first made an unsolicited offer to acquire Stratasys on March 13, catching many in the industry by surprise. Terry Wohlers, Head of Advisory Services and Market Intelligence, Wohlers Associates, said, “If the deal goes through, it could go down as one of the largest and most unexpected acquisitions in the AM industry.”

The Stratasys board's rejection is based not just on for the face value of the offer. Stratasys goes on to say, “The general composition and legitimacy of Nano’s board and management, and authority to submit and follow through on a bona fide acquisition proposal, remain unclear due to Nano’s pending court litigation with its largest shareholder, Murchinson Ltd.”

Nano vs. Murchinson

Nano Dimension is also embroiled in a tug of war with Murchinson Ltd., an institutional investor that owns about 5% of Nano Dimension. Murchinson recently gave a presentation, arguing “change is urgently needed at Nano Dimension.” Among its chief complaints is that “Nano Dimension shares have declined by more than 77% since Mr. Stern was appointed Chairman in 2021.” It also takes issues with Nano Dimension's  “ill-advised acquisition strategy, poor integration of those acquisitions and significant cash burn.” 

In return, Nano Dimension has initiated legal proceedings, charging that Murchinson “conspired to obtain a large stake in Nano Dimension by working in tandem to lower the price of the Company’s public securities in order to purchase shares at a discount.”

Today, Nano Dimension published an Israel Court's ruling that says ”[Nano Dimension's] board of directors can continue to lead and govern the Company as they have been with full capacity to make decisions in-line with their existing responsibilities, including with regards to completion of a transaction with Stratasys.” It also revealed the court has decided that, “on a temporary basis, until the Company’s next annual meeting or resolution of this matter by the court, two observers will be appointed ...”