Nano Dimension bids for Stratasys

Nano Dimension has tabled a bold offer to acquire Stratasys outright, offering $18 per share in cash to “create a market leader with unparalleled portfolio of materials, software, and deep learning with a go-to-market strength in the form of sales channels”. 

Nano Dimension currently owns approximately 14.5% of Stratasys’ outstanding shares (13.7% on a fully diluted basis1), and has been the largest shareholder of Stratasys since July 2022. This price reflects a premium of 36% and will cost Nano Dimension $1.1 billion. But the company points out that it has the cash and doesn’t need any third party financing. 

Stratasys is one of the biggest players in the 3D printing world, having grown steadily through invention and acquisition, such as Xaar 3D. This has given it an extremely broad portfolio of additive manufacturing techniques, including printer hardware, software, materials and all the relevant IP, covering FDM, resin and metal printing. 

Nano Dimension is a relatively new company, having been founded in 2012, and has specialised in developing solutions for additively manufactured electronic circuits, also known as AME. In 2020 the company raised $1.5 billion of capital and has been on somewhat of a spending spree since, acquiring a number of companies, most recently GIS, which makes drive electronics for inkjet printers.  

However, it is hard to see exactly why this move might make sense to either company. Nano Dimension’s press release contained a vague list of cliches such as accelerating R&D, combining the companies’ portfolios, creating synergies and cutting costs. 

It’s also worth noting that Nano Dimension is itself in the midst of a power struggle, which alone should be enough to scare off the Stratasys’ shareholders. This appears to date back to September 2022 when Nano Dimension rejected an offer from one of its shareholders, Murchinson, to acquire the company. Murchinson, which is controlled by the Canadian Marc Bistricer, persisted in his efforts and earlier this year Nano Dimension warned that a shareholder was attempting to dismantle Nano Dimension’s board and management in order to access its cash reserves. 

In February 2023 Nano Dimension adopted a limited duration shareholder rights plan, which allows it to spend up to $100 million to repurchase its American Depository Shares, to protect the company from a hostile take over. However, Murchinson has continued its efforts, calling a shareholder meeting for 20 March 2023, which Nano Dimension has called “illegal”.

It’s been suggested that Nano Dimension has made its offer for Stratasys as part of its efforts to see off the unwelcome advances from Murchinson. Essentially, the company has suggested that Murchinson is only interested in the available cash and so is proposing spending all of that cash on one large acquisition so that there’s no further reason for Murchinson to continue its takeover bid.

I think it’s fair to say that Stratasys has not welcomed this overture from Nano Dimension with open arms, referring to it somewhat sniffily as “an unsolicited non-binding indicative offer.” Stratasys has said that it will “carefully review and evaluate the proposal to determine the course of action that it believes is in the best interests of the Company and Stratasys shareholders”, adding: “Stratasys shareholders do not need to take any action at this time.”

Yoav Stern, Chairman and Chief Executive Officer of Nano Dimension, commented: “We have great respect for Stratasys’ business, including Chief Executive Officer, Dr. Yoav Zeif, who we believe is the architect of Stratasys’ recent positive momentum. Together, Nano Dimension and Stratasys can offer an increasingly exciting set of solutions for customers while becoming better positioned to compete in the AME and AM industries.”

He continued: “In recent years the AM market has grown in size and accelerated remarkable technological advancement, and it is on the cusp of its next phase of development and growth. Bringing Stratasys and Nano Dimension together is about positioning both companies to succeed as a combined company and lead the industry into that next phase. With Nano Dimension’s strong culture of innovation and track record of successful merger integration, we expect to unlock significant value for all stakeholders. We look forward to continuing our discussions with Stratasys to reach a mutually acceptable transaction.”

It’s hard to see this yielding much success since Stratasys made its position clear last summer when it set up its own shareholder rights plan, a so-called poison pill, to foil a hostile takeover. This was on the back of Nano Dimension having bought a significant chunk of Stratasys shares, prompting fears that this would be followed by exactly the kind of takeover that Nano Dimension has now put forward. 

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