Nano Dimension abandons Stratasys takeover

Stratasys appears to be moving closer to resolving its future, having spent the last few months fighting off an aggressive takeover proposal from Nano Dimension, then planning a merger with Desktop Metal before stopping to consider an offer from 3D Systems.

Last Friday 28th July saw a number of twists in this ongoing saga. Firstly, Nano Dimension finally threw in the towel and announced that it would no longer pursue its special tender offer, blaming Stratasys’ poison pill share arrangement. However, Yoav Stern, Chairman and CEO of Nano Dimension, added: “We intend to review our investment in Stratasys, including a possible sale of all our existing 14.1% holdings in the open market.”

This follows Stratasys having rejected the latest partial tender offer from Nano Dimension of $25 per share, stating that “Nano has a track record of value destruction and trades at negative firm value under Nano CEO Yoav Stern’s leadership” Stratasys went on to say that Stern is not qualified to manage Stratasys, adding: “Since Yoav Stern’s appointment, Nano has spent more than $500 million in cash and increased its revenue by only $44 million.”

Stratasys then followed this up with several letters to its own shareholders, accusing Nano Dimension of running a misleading campaign in its pursuit of the Stratasys’ shares. Nano Dimension, which started off this process by saying how much it admired the management team at Stratasys and wanted to work with them, replied by floating the idea of replacing the board of directors at Stratasys before finally giving up.

In the meantime, Stratasys went on to say that it would consider an offer to merge with 3D Systems. Now, Stratasys had previously announced on 25th May 2023 that it would merge with Desktop Metal but left open the possibility that someone else might come up with a ‘superior proposal’. On the 17th July, Stratasys issued a press release to say that the offer from 3D Systems did not count as a ‘superior proposal’ but could reasonably be expected to turn into one, following due diligence. 

Under the terms of the 3D Systems offer, each Stratasys share will be converted into $7.50 in cash and 1.5444 shares of the combined company, giving Stratasys shareholders, approximately 44 percent of the shares of the combined company plus roughly $540 million of aggregate cash.

However, Stratasys also pointed out that until it does declare the 3D Systems’ offer to be a ‘superior proposal’ it is still bound by its previous merger agreement with Desktop Metal.

For its part, 3D Systems steamed ahead, announcing via a press release that it was expecting to complete the due diligence and merger agreement discussions by 4 August 2023. At that point, 3D Systems expects that Stratasys would terminate its merger agreement with Desktop Metal, with 3D Systems paying the termination fee that Stratasys would owe to Desktop Metal.

3D Systems had initially estimated that it could save $100 million in cost synergies but now says these savings could be “at least $110 million”.

At the end of last week Stratasys issued a press release complaining that 3D Systems has not yet handed over all the information that it requires, noting: “For a transaction where the majority of the proposed merger consideration comes in the form of 3D Systems common equity, the Stratasys Board needs to understand these crucial details to make a responsible and informed decision.” 

Stratasys went on to accuse 3D Systems of having changed its negotiation tactics after stating publicly that its latest offer is its “best and final proposal”.

It’s clear that Stratasys does not feel that 3D Systems has yet done enough to convince the Stratasys Board that this is the ‘superior proposal’ to recommend ditching its arrangement with Desktop Metal. Meanwhile, 3D Systems is betting that promising an extra $10 million of cost savings will be enough to swing the deal. 

Either way, we might normally expect the directors of firms planning to merge together to communicate by phone, or perhaps by having their solicitors reach out, but not as a general rule via press release. This alone suggests a level of mistrust between the parties such that I doubt this deal is done yet, which is good news for journalists but not necessarily for the 3D printing industry as a whole.

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