Stratasys adopts a limited-term “rights plan” to protect shareholder interests

Stratasys’ board of directors unanimously adopted a limited-term “rights plan” designed to “protect the long-term interests” of the company and its shareholders. The company says the plan, which replaces the current shareholder rights plan set to expire at the end of this year, includes enhanced shareholder protections.

The new rights plan is intended to enable all shareholders to express their views directly to the Board regarding certain types of offerings and whether the plan should apply to those offerings. It is also intended to reduce the likelihood that any entity, person or group will obtain control or significant influence over Stratasys through open market or other accumulation of shares without adequate compensation to all Stratasys shareholders.

Stratasys also states that its objective is not to completely prevent attempts to purchase the company or to interfere with any action that the board of directors deems to be in the best interests of shareholders. Instead, the plan will provide the board with sufficient time to make an informed assessment of any attempt to control or significantly influence the company. Interested parties will now have to negotiate directly with management before any attempt to gain control or significant influence. The Board will then meet to obtain a shareholder advisory vote, which will be a major factor in the Board’s decision to grant a Rights Plan exemption for this offering.

The Company will issue one right for each share of common stock outstanding at the close of business on January 2, 2024. Although the rights plan is effective immediately, the rights generally will only become exercisable when an entity, person or group acquires beneficial ownership of 15% or more outstanding shares of Stratasys common stock in a transaction not approved by the company’s board of directors. If so, each eligible shareholder will have the right to purchase one share of common stock at a purchase price of $0.01 per share. In addition, at any time after an entity, person or group acquires 15% or more of the company’s common stock, the board of directors may convert one share of common stock for each right outstanding.

The shareholder rights plan is the result of Nano Dimension’s attempt to take over the company in the first half of this year, as well as attempts to achieve a merger with 3D Systems, which the Stratasys management board has been opposed to all along.


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