Nano’s Opportunistic Offer of Questionable Authority Substantially Undervalues Stratasys and Poses Significant Risks to Stratasys and its Shareholders

Nano’s Tender Offer is Subject to Numerous Conditions and Carries Substantial Risk of Never Being Consummated or Being Significantly Delayed

Stratasys Board Reminds Shareholders to Contact Their Broker TODAY And Instruct Them to File a Notice Of Objection to the Partial Tender Offer

MINNEAPOLIS & REHOVOT, Israel — (BUSINESS WIRE) — June 20, 2023 — Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys” or the “Company”), a leader in polymer 3D printing solutions, today urged its shareholders NOT to tender their shares into Nano Dimension Ltd.’s (Nasdaq: NNDM) (“Nano”) unsolicited partial tender offer to acquire ordinary shares of Stratasys for $18.00 per share in cash, and to deliver a Notice of Objection against the partial tender offer.

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The Stratasys Board believes that Nano’s partial offer of $18.00 per share substantially undervalues Stratasys’ industry‐leading position and growth opportunities, which are even larger in light of the pending merger with Desktop Metal. Nano’s partial tender offer is a coercive, highly opportunistic and self-interested attempt to acquire control of Stratasys and derail the Company’s significant growth opportunities and strategic plan for value creation.

Don’t be misled: There is substantial risk that Nano’s partial tender offer will never be consummated or will be significantly delayed

Moreover, Nano’s campaign is led by a Board and management team whose legitimacy and composition remains in doubt. Consequently, Nano’s legal authority to make and consummate the partial tender offer remains subject to adjudication in the Israeli courts due to ongoing litigation with its largest shareholder, Murchinson Ltd. Additionally, Nano’s management team has demonstrated a disregard for shareholder value and is ill-equipped to successfully operate a global business at the scale of Stratasys, underscored by Nano’s track record of poor leadership, governance policies and reporting standards as well as a history of value-destructive acquisitions, including DeepCube and NanoFabrica.

Furthermore, there is substantial risk that Nano’s partial tender offer will never be consummated or will be significantly delayed. Nano’s tender offer is subject to numerous conditions, including that the Stratasys Board has terminated the Stratasys shareholders rights plan and that Nano has obtained the approval from the Committee on Foreign Investment in the United States (“CFIUS”), which will likely take several months or more, and obtained other unspecified regulatory approvals. Therefore, contrary to Nano’s recent statements on the likely timing of the closing of its tender offer following June 26, and that their offer has “no risk”¹, Nano’s offer is in fact highly contingent and its timing is uncertain. Stratasys therefore believes that Nano will extend its partial tender offer on or before June 26.

Tendering into Nano’s partial tender offer of $18.00 per share would only encourage Nano’s opportunistic and coercive attempt to acquire Stratasys at an inadequate price, while NOT tendering into Nano’s partial tender offer will show support for the Stratasys Board and management team and allow Stratasys shareholders to have their vote to realize the full value of the pending transaction with Desktop Metal.

Unlike tender offers in the U.S., under Israeli rules, Nano’s tender offer will fail if the shares covered by submitted Notices of Objection are greater than or equal to the number of shares tendered in the offer. Therefore, in addition to not tendering, filing a Notice of Objection could help cause the tender to fail.

The Stratasys Board recognizes that Nano Dimension has constructed an unfair, coercive process that makes it difficult and confusing for shareholders that own Stratasys shares beneficially (as do a vast majority of Stratasys shareholders) to file a Notice of Objection. Stratasys has informed Nano, its tender offer agents and the Israeli courts that this process must be fixed so it is equally as accessible and easy for a beneficial owner of Stratasys shares to file a Notice of Objection as it is to tender shares into Nano’s partial tender offer.

The Stratasys Board Urges Shareholders NOT TO TENDER their Shares

To deliver a Notice of Objection, CONTACT YOUR BROKER and instruct them to deliver a Notice of Objection on your behalf. If you have already tendered your shares, you can still withdraw them.

If you need any further assistance filing a Notice of Objection, please contact your broker or Stratasys’ information agent:

Morrow Sodali LLC
509 Madison Avenue, 12th Floor
New York, NY 10022

Call toll-free (800) 662-5200 or (203) 658-9400
Email: SSYS@info.morrowsodali.com

About Stratasys

Stratasys is leading the global shift to additive manufacturing with innovative 3D printing solutions for industries such as aerospace, automotive, consumer products, healthcare, fashion and education. Through smart and connected 3D printers, polymer materials, a software ecosystem, and parts on demand, Stratasys solutions deliver competitive advantages at every stage in the product value chain. The world’s leading organizations turn to Stratasys to transform product design, bring agility to manufacturing and supply chains, and improve patient care.

To learn more about Stratasys, visit www.stratasys.com, the Stratasys blog, Twitter, LinkedIn, or Facebook. Stratasys reserves the right to utilize any of the foregoing social media platforms, including the Company’s websites, to share material, non-public information pursuant to the SEC’s Regulation FD. To the extent necessary and mandated by applicable law, Stratasys will also include such information in its public disclosure filings.

Stratasys is a registered trademark and the Stratasys signet is a trademark of Stratasys Ltd. and/or its subsidiaries or affiliates. All other trademarks are the property of their respective owners.

Forward-Looking Statements

This document contains forward-looking statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the actual results of Stratasys Ltd. and its consolidated subsidiaries (“Stratasys”) may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements.

Such forward-looking statements include statements relating to the proposed transaction between Stratasys and Desktop Metal, Inc. (“Desktop Metal”), including statements regarding the benefits of the transaction and the anticipated timing of the transaction, and information regarding the businesses of Stratasys and Desktop Metal, including expectations regarding outlook and all underlying assumptions, Stratasys’ and Desktop Metal’s objectives, plans and strategies, information relating to operating trends in markets where Stratasys and Desktop Metal operate, statements that contain projections of results of operations or of financial condition and all other statements other than statements of historical fact that address activities, events or developments that Stratasys or Desktop Metal intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” and similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Stratasys’ or Desktop Metal’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described in Item 3.D “Key Information - Risk Factors”, Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” in Stratasys’ Annual Report on Form 20-F for the year ended December 31, 2022 and Part 1, Item 1A, “Risk Factors” in Desktop Metal’s Annual Report on Form 10-K for the year ended December 31, 2022, each filed with the Securities and Exchange Commission (the “SEC”), and in other filings by Stratasys and Desktop Metal with the SEC. These include, but are not limited to: factors relating to the partial tender offer commenced by Nano Dimension Ltd. (“Nano”), including actions taken by Nano in connection with the offer, actions taken by Stratasys or its shareholders in respect of the offer and the effects of the offer on Stratasys’ businesses, or other developments involving Nano, the ultimate outcome of the proposed transaction between Stratasys and Desktop Metal, including the possibility that Stratasys or Desktop Metal shareholders will reject the proposed transaction; the effect of the announcement of the proposed transaction on the ability of Stratasys and Desktop Metal to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; the timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals); other risks related to the completion of the proposed transaction and actions related thereto; changes in demand for Stratasys’ or Desktop Metal’s products and services; global market, political and economic conditions, and in the countries in which Stratasys and Desktop Metal operate in particular; government regulations and approvals; the extent of growth of the 3D printing market generally; the global macro-economic environment, including headwinds caused by inflation, rising interest rates, unfavorable currency exchange rates and potential recessionary conditions; the impact of shifts in prices or margins of the products that Stratasys or Desktop Metal sells or services Stratasys or Desktop Metal provides, including due to a shift towards lower margin products or services; the potential adverse impact that recent global interruptions and delays involving freight carriers and other third parties may have on Stratasys’ or Desktop Metal’s supply chain and distribution network and consequently, Stratasys’ or Desktop Metal’s ability to successfully sell both existing and newly-launched 3D printing products; litigation and regulatory proceedings, including any proceedings that may be instituted against Stratasys or Desktop Metal related to the proposed transaction; impacts of rapid technological change in the additive manufacturing industry, which requires Stratasys and Desktop Metal to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of Stratasys’ or Desktop Metal’s products; and disruptions of Stratasys’ or Desktop Metal’s information technology systems.