A takeover battle in the 3D world continues, as Stratasys Ltd. has rejected several buyout offers from Nano Dimension Ltd. in the last two months.
Most recently, Stratasys — based in Rehovot, Israel — on April 13 turned down Nano's April 3 offer of $20.05 per share in cash. In a news release, Stratasys officials said that the offer "continues to substantially undervalue Stratasys…and is not in the best interests of Stratasys and its shareholders."
The Nano deal values Stratasys at almost $1.4 billion.
Waltham, Mass.-based Nano already is the largest shareholder in Stratasys, with a stake of 14.5 percent. Both firms are major suppliers of 3D printers, materials and technology.
Stratasys officials added that they were unclear about Nano's ability to make the offer because of litigation with investment firm Murchinson Ltd., Nano's largest shareholder. Toronto-based Murchinson is attempting to remove Nano CEO Yoav Stern and three other Nano directors and elect two new directors.
According to Stratasys, more than 90 percent of Nano shares voted in favor of Murchinson — including its request to remove Stern — at a March 20 shareholder meeting. Murchinson, Nano and Stern "are now involved in litigation as to who in fact is currently leading Nano," Stratasys officials said.
They added that the Stratasys board and management team "are concerned that a take-over proposal while Nano's authority is unclear…would expose Stratasys…to the harmful spillover effects of what, in Stratasys' judgment, is an unprecedented and confusing situation."
Nano officials countered on April 17 that an Israeli court had decided that the firm's board can continue to lead and govern the company and can make decisions with existing responsibilities, including the offer for Stratasys.
Stratasys fired back on April 18, saying that their shareholders "should understand clearly that the Israeli court explicitly calls into question whether substantial decisions are being made by a Nano board of directors that are in the best interest of shareholders."
Most recently, Nano on April 19 said that "it is disappointing that Stratasys has resorted to sowing misinformation and falsehoods in its rebuff of [Nano's] acquisition offer that would provide immediate and certain cash payment at a compelling premium to share price to Stratasys shareholders."
They added that Nano "has a clear and full authority to take actions that are not in the ordinary course of business, including the Stratasys transaction…Any claim made to the contrary by Stratasys is false and misleading."
Nano made its first offer for Stratasys on March 9. At that time, Nano officials said that Stratasys was "a strategic, complementary asset in the relatively mature polymer-based [additive manufacturing] market segment." They added that the proposed transaction "would 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."
They also said that Nano's management "has held constructive, informal discussions with Stratasys regarding the offer and the merits of the combination."
The Nano offer represents a sizable premium to Stratasys' recent stock price, which was just under $15 in late trading April 20. Per-share prices for Nano were near $2.40 on that same date.
In full-year 2022, Stratasys had sales of about $650 million but posted a loss of almost $29 million. The firm had lost almost $62 million in 2021. Earlier this year, Stratasys completed its purchase of Covestro's additive manufacturing business for almost $44 million.
Nano had sales of almost $44 million in 2022 but posted a loss of almost $230 million.