All-Cash Offer Represents a 36% Premium to Unaffected Closing Stock Price as of March 1, 2023

Combination Would Create the Global Leader in 3D Printing with Unparalleled Portfolio of Materials, Software, and Deep Learning Together with Strong Sales Channel Control

Company Has Had Communications with Stratasys and Will Continue to Work Towards a Mutually Acceptable Definitive Agreement

Waltham, Mass., March 09, 2023 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. ( Nasdaq: NNDM) (“Nano Dimension” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, today announced that it has made a formal, non-binding offer to acquire Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) for $18.00 per share in cash (the “Proposed Transaction”). As expressed in Nano Dimension’s announcement on July 18, 2022, the Company views Stratasys as a strategic, complementary asset in the relatively mature polymer-based AM market segment. 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. Nano Dimension’s management has held constructive, informal discussions with Stratasys regarding the offer and the merits of the combination.

Under the terms of the proposal, Nano Dimension, which has been the largest shareholder of Stratasys since July 2022 and currently owns approximately 14.5% of Stratasys’ outstanding shares (13.7% on a fully diluted basis¹), would acquire the remaining shares of Stratasys for total consideration of approximately $1.1 billion in cash. The offer price reflects a premium of 36% to the unaffected closing trading price as of March 1, 2023, and a 31% premium to the 60-day VWAP through March 1, 2023. The proposal delivers immediate and certain value to Stratasys’ shareholders and vastly strengthens the company’s ability to capitalize on opportunities and navigate the challenges of the current environment.

Nano Dimension believes a combination of the two companies will unlock superior near-, medium- and long-term growth and value creation opportunities, including:

• Establish a Market-Leading Portfolio of Complementary Systems, Materials, Software, and Complete Solutions: Stratasys is positioned as a leader in the developed market for premium polymer-based 3D printing systems, material and consumables, with fused deposition modeling (FDM) and PolyJet AM machines for prototyping, while Nano Dimension is a pioneer in the high growth segments of 3D printing for some of the most challenging applications, including electronics, microfabrication, and high-performance components. The combination will create an unmatched platform with an unrivaled portfolio of AM for manufacturing capabilities, complemented by a new suite of high growth products which, when combined, best position the Company for continued success.

• Accelerate Research & Development (R&D): Nano Dimension and Stratasys share a culture of innovation in process engineering and materials science to create cutting-edge technological success. The combined company’s R&D capabilities would be ideally positioned to drive rapid innovation to meet customer needs in the area of 3D printing, including the accelerated deployment of Nano Dimension’s deep learning-based AI group, DeepCube, which is the foundation of its cloud manufacturing platform.

• Enhance Market Penetration, New Customer Acquisition & Cross-Selling Opportunities: Combining the two companies’ capabilities will increase the opportunity to deepen existing relationships across shared customers and industries by providing more value-added services and solutions, while also presenting new customer acquisition opportunities with an expanded and diversified platform that is unmatched in the industry. The companies’ respective customer relationships, future opportunities in many shared industry verticals, and distinct go-to-market channels will facilitate the sale of a more diverse range of solutions.

• Generate Significant Synergies: The combination of Nano Dimension and Stratasys will create significant synergies by streamlining the organization of the two companies, including improving cost structure, aligning overhead and go-to-market efforts and yielding efficiencies by combining R&D resources.

• Provide Attractive Opportunities to Management and Employees: The Proposed Transaction represents a unique opportunity to create significant value for Stratasys management and employees within an enlarged, globally-leading specialty additive manufacturing company, among other career benefits. A key success factor for Nano Dimension to date has been its ability to retain leaders that join the Company through its M&A strategy in the pursuit of shareholder value, and a key aspect of Nano Dimension’s interest in Stratasys is its strong management team, which it intends to retain as part of the combined business.

• Leader in Growth and Profitability: Most importantly, the companies together will create a business model with an envelope that encompasses growth of both the top-line and bottom-line profitability.  

Yoav Stern, Chairman and Chief Executive Officer of Nano Dimension, shared, “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. We believe this is an exceptional opportunity for all stakeholders – shareholders, customers, management, employees, and business partners – of both companies. 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.”

The execution of a definitive merger agreement between Nano Dimension and Stratasys would be subject to due diligence and approval by each company’s Board of Directors and completion of the transaction would be subject to customary closing conditions, including receipt of required regulatory approvals and approval of Stratasys’ shareholders.

Greenhill & Co., LLC and Lazard Frères & Co., LLC are acting as Nano Dimension’s financial advisors, and Sullivan & Worcester LLP is serving as legal advisor.

The full text of the letter delivered to Stratasys by Nano Dimension on March 6, 2023 is included below.

March 6^th, 2023
To: The Board of Directors of Stratasys Ltd.
Attn: Dov Ofer, Chairman, and Yoav Zeif, Chief Executive Officer

Dear Mr. Ofer and Mr. Zeif,

As you are aware, for nearly a year now, Nano Dimension Ltd. (collectively with its affiliates, “NANO”) has been a significant shareholder of Stratasys Ltd. (“Stratasys” or the “Company”) and is currently your largest shareholder with approximately 14.5% of the Company’s common stock outstanding (13.7% on a fully diluted basis²).  We made our investment because we have high regard and appreciation for the Company’s achievements. We have been particularly impressed by the Company’s trajectory as a polymers’ Additive Manufacturing (“AM”) pioneer creating the preeminent platform for premium polymers’ 3D printing systems, material and consumables as well as design and other supporting software.  The combination of these capabilities together with strategic acquisitions has positioned the Company as a leading manufacturer of fused deposition modelling (FDM) & PolyJet AM machines for prototyping.

We believe now is the time to combine our two companies and are pleased to present to you this non-binding indicative offer (the “Indicative Offer”), which outlines the principal terms and conditions under which NANO would propose to enter into a business combination with Stratasys (the “Proposed Transaction”).  We are highly confident in the merits of the Proposed Transaction and we strongly believe the offer represents an attractive proposal for all stakeholders of the Company.

Transaction Terms

NANO seeks to acquire the remaining approximately 85.5% of Stratasys’ outstanding common shares (86.3% on a fully diluted basis <