Nano Dimension announces special tender offer in attempted takeover of Stratasys
Nano Dimension The company has indicated that it is willing to open a special tender for total ownership of at most 51% of its outstanding shares of common stock Stratasys for 18.00 USD per share in cash, inclusive of the approximately 14.5% of Stratasys’ outstanding shares that Nano Dimension currently owns.
The offer is equal in value to the March initial takeover bid. Stratasys rejected the bid 12 days later. Nano Dimension said that it is willing to negotiate ‘in good faith’ a consensual transaction at its most recently announced offer, which it called its ‘best and final’ offer, of 20.05 per share, subject to receiving necessary diligence.
The company says that in the event of the Stratasys board continuing ‘unwillingness’ to engage with Nano Dimension, it is prepared to commence the special tender offer.
Nano Dimension also has announced its intention to seek relief from an Israeli court confirming that according to Israeli Companies Law, the Stratasys shareholder rights plan, or ‘poison pill’ as it is referred to by Nano, cannot be triggered in response to the special tender offer.
A shareholder rights plan, or ‘poison pill’ are takeover defence tools often used to prevent the escalation of a hostile or unsolicited offer by keeping an investor from accumulating a large ownership stake. Pills are intended to compel a bidder to negotiate directly with a company’s board of directors instead of methods such as launching an unapproved tender offer.
A shareholder rights plan can be used to level the playing field and give boards greater control over a process. This plan is designed to give boards more control over a process and allow them to respond to aggressive negotiating strategies. Juan Bonifacino (Managing Director of Shareholder Activism Defense) says that shareholder rights plans do not provide complete protection. Hostilitarian bidders or activist funds can still pressure a board to negotiate and redeem the pill. They also cannot prevent or discourage a merger, cash tender offer, or any other type of transaction.
Nano Dimension’s first takeover bid of 18.00 USD per share was submitted on March 10, and was rejected on March 22. Another takeover bid of 19.55 USD per share in cash was announced on March 29, which was rejected by Stratasys and then revised to 20.05 USD in cash on April 3.
Nano Dimension used a poison pill to its advantage in the early 2023 during a power struggle against shareholder Murchinson.
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