Nano’s All-Cash Offer Guarantees Cash Value at a Compelling Premium

Nano’s Offer is Superior to Uncertainty and Downside Risk Presented by Desktop Metal Transaction and to 3D Systems’ Unsolicited, Ill-Defined Proposal

Tender Offer Provides Avenue Through Which to Fix Stratasys Without Its Management and Board Entering into Another Ill-Advised Transaction

Investor Presentation and Website ( www.StratasysValueNow.com) Detail Advantages of Nano’s Cash Offer Over Volatile Shares of Non-Profitable and Cash-Burning Alternatives

Stratasys Shareholders Have Until June 26, 2023, to Tender Shares to Nano – Contact Georgeson Toll-Free at (877) 668-1646 for More Information on How to Tender

Waltham, Mass., June 08, 2023 (GLOBE NEWSWIRE) -- 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, today provided Stratasys shareholders with additional informational resources illustrating Nano Dimension’s views of the relative advantages of its special tender offer for shareholders of Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) over Stratasys’ merger with Desktop Metal Inc. (NYSE: DM) (“Desktop Metal”) and the unsolicited proposal from 3D Systems Corp. (NYSE: DDD) (“3D Systems”), including an investor presentation and a website, www.StratasysValueNow.com, dedicated to the tender offer.

On May 25, 2023, Nano Dimension commenced a Special Tender Offer to purchase between 38.8% and 40.8% of the outstanding ordinary shares of Stratasys for $18.00 per share in cash. The successful completion of the special tender offer would increase Nano Dimension’s beneficial ownership of Stratasys to between 53% and 55% of the outstanding ordinary shares of Stratasys, inclusive of the approximately 14.1% of Stratasys’ outstanding ordinary shares that Nano Dimension currently owns.

“Stratasys shareholders face a simple choice: certain all-cash value at a premium or two alternative transactions, each of which we believe present a high degree of uncertainty,” said Yoav Stern, Nano Dimension’s Chairman and CEO. “We are confident our $18.00 per share tender offer is the right path for Stratasys shareholders and delivers greater value than what Stratasys can create independently, or via a transaction with Desktop Metal or 3D Systems. Two lemons don’t automatically create lemonade, just by squeezing them together.”

Mr. Stern continued, “We remain committed to completing the special tender offer, to driving much needed improvement in leadership and performance at Stratasys and to creating a path to establishing a preeminent leader in the rapidly growing AM market. We intend to do so by focusing on gross margins, EBITDA and earnings-per-share profitability to create value for Stratasys’ shareholders, in contrast to current management’s empty promises of becoming “a billion-dollar company” every two to three years, only to deliver further cash burn and value destruction.

“As just one example, the current and first-time CEO of Stratasys sold MakerBot in September 2022 for no proceeds (it actually required further funding to separate it). MakerBot, which Stratasys acquired in 2013, generated $15.7 million in revenue in 2012, was acquired under the fraught leadership of a former CEO and current Board member of Stratasys, and cost Stratasys and its shareholders over $400 million. Our tender offer is an opportunity to change that trajectory as we catalyze Stratasys to realize its full potential.”

Mr. Stern concluded, “With a successful outcome of the tender, we will continue to execute on our strategic plan to drive value creation for our shareholders and other stakeholders, both in Nano and in Stratasys, and the profitability of both will benefit all. Our management will be compensated based on the performance of Stratasys’ operations, no less than Nano’s, as Stratasys will be our main business asset.”

The presentation released today illustrates Nano Dimension’s views of the benefits of its all-cash special tender offer to Stratasys shareholders and the potential downside of the pending Desktop Metal merger and unsolicited offer from the cash-strapped 3D Systems – two transactions comprised of volatile shares and insignificant cash components from cash-strapped companies. The presentation is summarized below:

• Nano Dimension’s Offer Provides Certain Value to Stratasys Shareholders
  
  
  • The Company’s $18.00 per share special tender offer delivers certain, near-term premium, all-cash value to Stratasys shareholders.
  • Offer price is a premium to all relevant Stratasys historical trading levels, including a 26% premium to the unaffected closing price as of March 3, 2023.
  • The Company has cash and cash equivalents on hand totaling approximately $1 billion to complete the special tender offer .
  • The transaction has the full support of Nano Dimension’s management team and Board of Directors. The deal is not subject to Nano shareholder approval and has been formally approved to proceed by the District Court in Israel.
• The Proposed Desktop Metal Merger Would Be Highly Dilutive , Requir ing Stratasys to Pay a Premium and Provide Financial Support While Offering Limited Upside
  
  
  • Desktop Metal is a cash-burning former special purpose acquisition company (SPAC) that has underperformed and destroyed substantial shareholder value, based on market data as of May 30, 2023. Since its 2020 initial public offering, Desktop Metal has lost $3.8 billion of value, representing 85% of its equity value.
  • The proposed Desktop Metal merger would be highly dilutive to Stratasys shareholders in the immediate term, leaving shareholders with just 59% ownership of the combined company. Stratasys shareholders would be giving away 4 1 % ownership to buy a money-losing company.
  • The proposed merger will require a lengthy process and a high degree of uncertaint y, requiring a Desktop Metal shareholder vote, a Stratasys shareholder vote, as well as regulatory review. As evidence, shareholders have already filed lawsuits against both companies regarding their corporate governance practices.
  • The proposed stock-for-stock transaction structure contradicts Stratasys’ claim that Stratasys’ stock is undervalued. By using its ordinary shares as consideration, cash-generating Stratasys would be paying a premium price to acquire underperforming Desktop Metal, sacrificing profitability and capital preservation for a costly addition to the top-line.
  • With the proposed Desktop Metal merger, Stratasys shareholders are given uncertain and longer-term value that relies on ambiguous theoretical synergies and the to-be-proven Desktop Metal Growth Story that are not offset by the announced cost synergies. Approximately half of the estimated $50 million annual run-rate synergies are derived from corporate cost elimination which requires significant time to implement.
• 3D Systems ’ Unsolicited Proposal Offer s Even Less Certainty Even if Accepted by Stratasys as a Superior Proposal

• • The small portion of cash consideration – only $7.50 – leaves Stratasys shareholders with an unclear value of 3D Systems’ stock , particularly in light of the company’s challenged past financial performance.
  • The potential 3D Systems transaction is subject to significant uncertainty , requiring two shareholder vote s as well as regulatory review .
  • 3D Systems has an unstable and highly leveraged balance sheet as well as hundreds of millions of dollars’ worth of loans and liabilities .
  • Based on Nano’s understanding, 3D Systems is depleting 100% of its cash reserves for this deal, in addition to losing cash on an operating basis. 3D Systems would likely need to raise capital – diluting Stratasys shareholders’ holdings.
  • Stratasys shareholders would primarily be given minority stock in 3D Systems , creating a greater level of transaction risk and uncertainty , with a company that has a history of missed forecasts and value destruction, including losing money in four of the five last years.
  • Triggers the Desktop Metal transaction’s termination fee if Stratasys were to determine this is a superior proposal.