Nano Dimension expands on intentions regarding Stratasys board changes

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WALTHAM, Massachusetts , July 20, 2023 (press release) –

 

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Nano Dimension Put Forward Highly Qualified, Vested Nominees
Given the Urgent Need to Prevent Further Value Destruction

Fully Recognizes Importance of Majority Board Independence and Intends to Bring on Independent Directors for the Long Term

To Learn More About Nano’s Vision for Stratasys and How to Vote, Please Visit www.StratasysValueNow.com

Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension”, “Nano” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, which owns approximately 14.1% of Stratasys’ (Nasdaq: SSYS) (“Stratasys”), today expanded on its intentions regarding the composition of the Stratasys Board of Directors (“Board”).

Nano Dimension, by necessity, is acting with urgency to initiate the replacement of Stratasys directors in the interest of all shareholders. As a result, Nano nominated seven highly qualified directors with extensive track records of value creation. As Nano has detailed previously, all of its nominees have previously served as CEOs or in “C-suite” positions, through which they have created demonstrable increases in long-term shareholder value. Almost all of Nano’s candidates have multiple decades of global business experience in technology, finance, M&A and operations in manufacturing and related sectors.

While Nano had asked the court to allow Stratasys shareholders to pick and choose across nominees from both companies, Stratasys has chosen to take that option away from its shareholders, forcing its shareholders to select a full slate. Nano fully recognizes that the Board should be comprised of a majority of independent directors and, following a successful replacement of the current Stratasys’ directors with Nano’s director nominees, intends to take steps to appoint independent directors to represent Stratasys shareholders’ interests for the long term, at which time Nano Dimension’s nominees would cycle off the Board such that a majority of the Board would be independent over time.

Nano Dimension’s director nominees are intended as an interim but urgently needed solution to prevent further value destruction by the current Stratasys Board.

Nano Dimension urges Stratasys shareholders to vote “FOR” the nominees proposed by Nano Dimension at Stratasys’ Annual General Meeting to be held on August 8th, 2023, in order to replace the majority of the current Stratasys Board.

Votes for Stratasys’ 2023 Annual General Meeting must be received by 11:59 p.m., Eastern time, on Monday, August 7th, 2023, for record shareholders or voting instruction form for Street Holders, online at www.proxyvote.com or by phone. If you are a record shareholder and send in your proxy card directly to Stratasys’ registered Israeli office, it must be received at least four hours prior to the appointed time for the Meeting (i.e., 11:00 a.m., Israel time, on Tuesday, August 8th).

FOR INFORMATION ON VOTING FOR STRATASYS’ 2023 ANNUAL GENERAL MEETING , CALL INNISFREE M&A INCORPORATED TOLL-FREE AT (800) 422-8620 (US AND CANADA) OR (412) 232-3561 (ALL OTHER COUNTRIES)

LEARN MORE ABOUT NANO DIMENSION, ITS STRATEGY AND VISION, INCULDING ITS SPECIAL TENDER OFFER FOR STRATASYS AT  WWW.STRATASYSVALUENOW.COM

FOR INFORMATION ON HOW TO TENDER STRATASYS SHARES, CALL GEORGESON, THE INFORMATION AGENT FOR THE SPECIAL TENDER OFFER, TOLL-FREE AT
(877) 668-1646

Important Information About the Special Tender Offer

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Stratasys or any other securities, nor is it a substitute for the tender offer materials described herein. A tender offer statement on Schedule TO, including an offer to purchase, a related letter of transmittal and other tender offer documents, was filed with the SEC by Nano Dimension on May 25, 2023, as subsequently amended and supplemented. Stratasys filed with the SEC a solicitation/recommendation statement on Schedule 14D-9, as required by the tender offer rules, on May 30, 2023, as subsequently amended.

INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ BOTH THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.

Investors and security holders may obtain a free copy of the offer to purchase, the related letter of transmittal, certain other tender offer documents and the solicitation/recommendation Statement and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson LLC, the information agent for the tender offer, named in the tender offer statement. In addition, Stratasys files annual reports, interim financial statements and other information, and Nano Dimension files annual reports, interim financial statements and other information with the SEC, which are available to the public at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by Stratasys may be obtained at no charge on the investor relations page of Stratasys’ website at www.stratasys.com. Copies of the documents filed with the SEC by Nano Dimension may be obtained at no charge on the investor relations page of Nano Dimension’s website at www.nano-di.com.

About Nano Dimension

Nano Dimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficient precision additive electronics and manufacturing – by delivering solutions that convert digital designs to electronic or mechanical devices - on demand, anytime, anywhere.

Nano Dimension’s strategy is driven by the application of deep learning-based AI to drive improvements in manufacturing capabilities by using self-learning & self-improving systems, along with the management of a distributed manufacturing network via the cloud.

Nano Dimension serves over 2,000 customers across vertical target markets such as aerospace & defense, advanced automotive, high-tech industrial, specialty medical technology, R& D and academia. The company designs and makes Additive Electronics and Additive Manufacturing 3D printing machines and consumable materials. Additive Electronics are manufacturing machines that enable the design and development of High-Performance-Electronic-Devices (Hi-PED®s). Additive Manufacturing includes manufacturing solutions for production of metal, ceramic, and specialty polymers-based applications - from millimeters to several centimeters in size with micron precision.

Through the integration of its portfolio of products, Nano Dimension is offering the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmental footprint, and design-for-manufacturing capabilities, which is all unleashed with the limitless possibilities of additive manufacturing.

For more information, please visit   www.nano-di.com .

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Nano Dimension is using forward-looking statements in this press release when it discusses its intention to replace the current Board of Stratasys with its own nominees, its plans for Stratasys upon the successful replacement of its current Board and its plans to appoint independent directors to the Stratasys Board over time. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties. Actual results, performance, or achievements of Nano Dimension could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano Dimension’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 30, 2023, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano Dimension undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Nano Dimension is not responsible for the contents of third-party websites.

NANO DIMENSION INVESTOR RELATIONS CONTACT

Investor Relations | ir@nano-di.com

NANO DIMENSION MEDIA CONTACT

Kal Goldberg / Bryan Locke / Kelsey Markovich | NanoDimension@fgsglobal.com


Source: Nano Dimension Ltd.
 

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