2023-07-18 07:51:40
Stratasys has left the door ajar for 3D Systems following the American company made a new offer. That can be expected to be a “superior proposition,” as defined in the proposed merger agreement with Desktop Metal, which Stratasys has always wanted. Nano Dimension’s higher offer has been rejected once more.
Is the months-long takeover battle finally approaching the climax? For the first time, Stratasys management does not reject a new offer from 3D System. The competitor now wants to take over for $7.50 in cash and 1.5444 new shares to be issued. Stratasys says in a press release that it is prepared to discuss this with 3D Systems.
Board of Directors Stratasys is sticking to a merger with Desktop Metal for the time being
Legal language
However, communication remains strongly legally driven. Because while the Stratasys Board of Directors says that you can reasonably expect the new proposal to be a Superior Proposal, it emphasizes that it has not been determined to be one. The Board of Directors has therefore not changed the unanimous approval. Nor is the desire to merge with Desktop Metal. It is also pointed out that the agreement with Desktop Metal remains in force if discussions are held with 3D Systems. To determine whether the offer is better than the merger, Stratasys first wants to conduct due diligence at 3D Systems, also to determine whether the expected $100 million synergy benefits are realistic. In addition, Stratasys wants to negotiate the terms, including in light of the agreements regarding the merger with Desktop Metal.
Nano Dimension rudely shown the door
The Board of Directors is unanimous on the increased offer from Nano Dimension, which now wants to pay $24 in cash per share of Stratasys. This is misleading, coercive and undervalues Stratasys. The terms of Stratasys rejecting Nano Dimension’s offer become more vehement. Yoav Stern, CEO of Nano Dimension, is unreliable, has spread misconceptions regarding Stratasys, and is not qualified to lead Stratasys, the company writes in a statement regarding the increased offer. Particularly if Nano Dimension goes through with a partial takeover, this might be detrimental to the current shareholders of Stratasyswrites the Board of Directors. “Nano and Yoav Stern may not be motivated to act in the best interests of minority shareholders of Stratasys, and Nano might block any future transaction that might maximize value for Stratasys and its minority shareholders.”
So no doubt to be continued. Stratasys and Desktop Metal explain here why a partial takeover by Nano Dimension is bad for shareholders in the long run.
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