Nano Dimension has announced a formal – non-binding – bid to acquire the world leader in 3D printing – Stratasys. The proposed price is $18 per share payable in cash, which translates into a total transaction value of $1.1 billion. Nano Dimension had already acquired 12.12% of the issued common shares of the company in July 2022, which triggered a series of preventive actions by Stratasys to prevent further purchases of its shares.
The bid offers a premium of 36% over the unchanged closing price of the stock on March 1, 2023, and a premium of 31% over the 60-day VWAP through March 1, 2023. Nano Dimension says the proposal provides Stratasys immediate and certain shareholder value and will “significantly” enhance the company’s ability to seize opportunities in the current environment.
According to a press release issued by Nano Dimension, the acquisition would create “a market leader with an unparalleled portfolio of materials, software and deep learning (AI) and strong market entry power through existing sales channels.” Nano Dimension owns approximately 14.5% of Stratasys shares (13.7% fully diluted) and is the company’s largest shareholder as of July 2022.
Nano Dimension says it also aims to increase market penetration, new customer acquisition and cross-selling opportunities. The company also aims to “generate significant synergies” by streamlining the organization of both companies, improving the cost structure, aligning overhead and go-to-market activities, and increasing efficiency by pooling R&D resources. The acquisition would also provide compelling opportunities for management and employees, and bring the companies closer to becoming a “growth and profitability leader.”
The conclusion of the final merger agreement would be subject to due diligence and approval by the boards of directors of both companies, and completion of the transaction would be subject to customary closing conditions, including obtaining required regulatory approvals and Stratasys shareholder approval.
A takeover bid comes amid a power struggle in Nano Dimension. The company adopted a shareholder rights plan in January 2023, which was unanimously approved by the Board of Directors after major shareholder Murchison Ltd. made a non-binding offer to acquire the remaining shares in the company for $4 per share, which at the time was a premium of $52 %, with a total offer value of USD 995 million. Murchison is said to own over 10 million Nano Dimension shares.
Stratasys implemented a similar shareholder rights plan in July 2022, one week after Nano Dimension acquired a 12% stake. Stratasys said the plan was designed to deter a potential “hostile takeover”. The rights plan was in effect for 364 days and expired on July 24, 2023, and was implemented to protect the long-term interests of Stratasys and its shareholders.
In the midst of a power struggle at Nano Dimension, the company’s management hired Lazard Ltd., a consultancy firm, to advise on potential mergers and acquisitions and to respond to Murchison’s challenges regarding shareholder value creation strategies. Lazard acts with Greenhill & Co., LLC as financial advisors to Nano Dimension and Sullivan & Worcester LLP as legal advisors.
The next chapter in Nano Dimension’s story takes place on Monday, March 20, 2023 at the Nano Dimension Extraordinary General Meeting of Shareholders, announced by Murchison, who expressed his desire to “reshape” Nano Dimension’s Board of Directors.
Source: www.nano-di.com via www.tctmagazine.com