Exhibit (a)(5)(AA)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________
SCHEDULE TO
(Amendment No. 14)
Tender Offer Statement under
Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
_____________________________________
STRATASYS LTD.
(Name of Subject Company (Issuer))
NANO DIMENSION LTD.
(Name of Filing Person (Offeror))
_____________________________________
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M85548101
(CUSIP Number of Class of Securities)
Yael Sandler
Chief Financial Officer
Nano Dimension Ltd.
2 Ilan Ramon, Ness Ziona
7403635, Israel
Telephone: +972-73-7509142
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
_____________________________________
With copies to:
Oded Har-Even, Esq.
Howard Berkenblit, Esq.
Angela Gomes, Esq.
Eric Victorson, Esq.
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Telephone: (212) 660-3000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transaction to which the statement relates:
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third-party tender offer subject to Rule 14d-1 |
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issuer tender offer subject to Rule 13e-4 |
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going-private transaction subject to Rule 13e-3 |
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amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 14 (this “Amendment No. 14”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and, together with any subsequent amendments and supplements thereto, the “Schedule TO”) filed by Nano Dimension Ltd., a company organized under the laws of the State of Israel (“Nano”), with the U.S. Securities and Exchange Commission (the “SEC”) on May 25, 2023, as subsequently amended and supplemented. The Schedule TO relates to the offer (the “offer”) by Nano to purchase up to 25,266,458 of the outstanding ordinary shares, NIS 0.01 par value per share, of Stratasys Ltd. (“Stratasys” and “Stratasys Shares,” respectively), not already owned by Nano, such that Nano would own up to and no more than 51% of the outstanding Stratasys Shares upon consummation of the offer, with a minimum condition of owning at least 46% of the outstanding Stratasys Shares upon consummation of the offer, but in any event no less than 5% of the outstanding Stratasys Shares are tendered in the offer, at the price of $25.00 per Stratasys Share, to the seller in cash, less any required withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 25, 2023 (the “Original Offer to Purchase”), as further amended and supplemented by the Supplement to Offer to Purchase, dated June 27, 2023 (the “First Supplement to Offer to Purchase”), as further amended and supplemented by the Second Supplement to Offer to Purchase, dated July 10, 2023 (the “Second Supplement to Offer to Purchase”), as further amended and supplemented by the Third Supplement to Offer to Purchase, dated July 18, 2023 (the “Third Supplement to Offer to Purchase” and, together with the Original Offer to Purchase, the First Supplement to Offer to Purchase and the Second Supplement to Offer to Purchase, the “Offer to Purchase”), and in the related Third Amended Letter of Transmittal, dated July 18, 2023 (the “Third Amended Letter of Transmittal”).
Except as otherwise set forth in this Amendment No. 14, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference in response to all of the items of the Schedule TO and is amended and supplemented by the information specifically provided herein. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 14 together with the Schedule TO and the Offer to Purchase.
ITEMS 1 THROUGH 9 AND ITEM 11.
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
(1) By adding the following disclosure as the last paragraph of Section 1 of the Original Offer to Purchase, entitled “Background of the Offer; Contacts with Stratasys”:
“On July 19, 2023, we issued a press release calling into question the reliability of a recent Stratasys news release and urging Stratasys shareholders to vote against re-electing the current Stratasys Board at its 2023 Annual General Meeting, which has been scheduled for August 8, 2023.”
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
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NO. |
DESCRIPTION |
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(a)(5)(AA) |
Special Tender Offer Information Website, launched by Nano, as amended on July 18, 2023. |
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(a)(5)(GG) |
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SIGNATURE
After due inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
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NANO DIMENSION LTD. |
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By: |
/s/ Yael Sandler |
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Name: |
Yael Sandler |
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Title: |
Chief Financial Officer |
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Dated: July 19, 2023
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EXHIBIT INDEX
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NO. |
DESCRIPTION |
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(a)(5)(Q)* |
Special Tender Offer Information Website, FAQ Page, launched by Nano, as amended on June 21, 2023. |
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(a)(5)(R)* |
Digital Advertising Campaign, continued by Nano, on June 21, 2023. |
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(a)(5)(S)* |
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(a)(5)(T)* |
Special Tender Offer Information Website, launched by Nano, as amended on June 27, 2023. |
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(a)(5)(U)* |
Digital Advertising Campaign, continued by Nano, on June 27, 2023. |
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(a)(5)(V)* |
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(a)(5)(W)* |
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(a)(5)(X)* |
Transcript of conference call held by Nano on June 29, 2023. |
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(a)(5)(Y)* |
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(a)(5)(Z)* |
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(a)(5)(AA)** |
Special Tender Offer Information Website, launched by Nano, as amended on July 18, 2023. |
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(a)(5)(BB)* |
Digital Advertising Campaign, continued by Nano, on July 18, 2023. |
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(a)(5)(CC)* |
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(a)(5)(DD)* |
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(a)(5)(EE)* |
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(a)(5)(FF)* |
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(a)(5)(GG)** |
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(b) – (h) |
Not applicable. |
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107* |
____________
* Previously filed.
** Filed herewith.
*** To be filed by amendment.
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Exhibit (a)(5)(AA)
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Exhibit (a)(5)(GG)
Nano Dimension Exposes Another Misleading News Release that Stratasys Board Distributes Unabashedly, Deceiving Shareholders and Public Quoting a Respectable Judge in a Totally Out-of-Context and Misguided Manner
As a Re-phrase on Professor Albert Einstein
statement:
Two things are Infinite: The universe and the Incompetence and Deceptiveness of Stratasys’s Board of directors.
And I'm not sure about the first one.
VOTE AGAINST THEM!
To Learn More about Nano’s Vision for Stratasys and Details of Its Special Tender Offer for Stratasys Shares, visit www.StratasysValueNow.com
Waltham, Mass., July 19, 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, which owns approximately 14.1% of Stratasys’ (Nasdaq: SSYS) (“Stratasys”), exposes another misleading news release that the Stratasys board distributes unabashedly, deceiving shareholders and public, this time by quoting a respectable judge in a totally the out-of-context and wrong manner.
Remember – this exaggeration happened before, as a judge in USA has stated: …under Stratasys’ former Chief Executive Officer David Reis, Stratasys used “...hyperbole and exaggeration… mere puffery…vague and such obvious hyperbole… Stratasys’s statements…are vague and unreliable”1
This history of misleading disclosures raises serious questions about Stratasys’ present statements: The same executives accountable for misleading their shareholders are still directors at the helm.
Direct quotes from the Israeli District Court Judge, interim document, from July 18th, 2023, translated to English:
“…. I emphasize that my position here… is without fixing rivets and when my opinion is not fixed one way or the other in a way that should be cast on the final decision in the claims...[which will occur only]… after re-reading all the pleadings, the opinions, the evidence and the summaries of the parties
Anything I have said above is in generalities, and is disconnected from the rights plan that is in the proceeding in front of me… Does the Israeli Law needs poison pill”? This is a question that needs scrutiny, including, by the way, an analysis of its purpose, and checking other alternatives that the law proposes...
| 1 | https://www.3ders.org/articles/20170726-stratasys-cleared-of-fraud-charges-over-comments-about-makerbot-replicator-3d-printers.html |
I am aware of the fact that he plaintiff [Nano Dimension] attacks in other ways the legality of the rights plan and I do not express my opinion on this matter at this stage…
…I would also like to clarify... at this stage:
| ● | that a court will be naturally suspicious of a company's board of directors of a company without a controlling shareholder [STRATASYS]. |
| ● | which opposes a 'hostile' takeover bid and wants to instill a share rights plan of the “poison pill" type. In a situation like this, it seems that the … |
| ● | burden of persuasion and is on the board of directors to prove that it is acting for the best interests of the shareholders and for the best interestss of the company. |
| ● | The court’s examination will be checking what the information was before the board of directors, whether it acted to obtain all the necessary information, consult with experts in the field, exercise proper business judgment. |
| ● | …when the best interests of the shareholders and the best interests of the company before his eyes, and in that order. |
| ● | It seems that the tendency will be to examine not only the due process of making the decision. |
| ● | The starting point is "suspicion" towards the board of directors that is “holding to its entrenched horns” of the company’s management, |
| ● | …after it was granted "belligerent" authority in the form of the ability to activate a poison pill. Hence, I think that tests from the domains of good faith and fiduaciary duties should be used in … |
| ● | …examining a decision of the board of directors and its motives should scrutinize, testing if it has acted in the best interest of the shareholders and the company and in this order, in rejecting the tender offer proposal and activating the poison pill…” |
Bottom line:
Stratasys Shareholders, unfortunately it seems that one cannot rely on the accuracy and reliability of news releases and announcements and presentations which are written and published by your Board and management.
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VOTE AGAINST THEM!
LEARN MORE ABOUT NANO DIMENSION, ITS STRATEGY
AND VISION,
INCLUDING 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.
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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 Directors of Stratasys with its own nominees and its plans for Stratasys director compensation. 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
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