Vote AGAINST the Reelection of Entrenched Stratasys Board at Annual General Meeting (“AGM”) to Be Held on August 8th, 2023
Stratasys Board Has Repeatedly Neglected Its Fiduciary Duties to the Detriment of Its Shareholders’ Interests
Stratasys Current Board Appears Intent on Pursuing Dilutive Transaction with Desktop Metal That Would DESTROY VALUE for Stratasys Shareholders
Nano Dimension Puts Forward Highly Qualified, Vested Nominees
Focused on Creating Value for All Shareholders – by
Enabling
Competing Bids for Stratasys to be Negotiated to Maximize Shareholder Value
Nano Dimension Highlights Historical
Problematic Track Records, Subpar Performance
and Questionable Reputations of Stratasys’ Entrenched,
Non-Shareholder Friendly Directors
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 17, 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”) outstanding ordinary shares, encourages Stratasys Ltd. Shareholders to replace their entrenched Board with Nano Dimension’s director nominees through their upcoming vote at Stratasys’ August 8th, 2023 Annual General Meeting (“AGM”).
The Stratasys Board of Directors (the “Board”) have checkered personal backgrounds as well as a warped command of corporate governance. Nano is calling for a replacement of the Stratasys Board’s members in order to re-align Stratasys’ governance with the interest of shareholders.
The new board will focus on enabling the present competing bids to increase shareholder value PREVENTING the present Board of Directors from blocking two alternatives for Stratasys’ Shareholders.
STRATASYS’ CURRENT ENTRENCHED BOARD:
The actions of the current Stratasys Board of Directors have raised significant concerns about their practices and lack of commitment to shareholder interests:
- 6 of the 8 directors have spent an alarmingly long time together on the Board, suggesting a lack of new perspectives and fresh ideas, not to speak about obvious years of “one-hand-washes-the-other” issues.
- They have demonstrated a blatant disregard for shareholders’ interests and resistance to change. Attempts to add a new independent director as recently as 2-3 years ago were met with pushback. While a new director joined the Board in 2020, he was ousted barely a year later in 2021 following some self-serving corporate governance maneuvers geared at maintaining the underperforming status quo and the mummified Board’s grip on power.
- The Stratasys Board has lined their own pockets while overseeing poor performance, indulging themselves with exorbitant salaries and annual equity grants, cumulatively equaling approximately $1,820,0001 in FY 2022 for 8 directors, not including meeting fees, (for approximately 10-20 meetings per annum), and travel & entertainment expense.
Adding to their questionable track record, the Board's decision-making has been marred by destructive acquisitions. They have made poor, value-destructive and money-wasting acquisitions and/or failed to integrate the acquisitions of Origin, Ultimaker, SolidConcepts, and MakerBot, followed by the questionable divestment and reinvestment in MakerBot. These actions demonstrate a lack of strategic foresight and a failure to prioritize long-term value creation for the company and its shareholders.
Furthermore, the interconnections between board members raise independence concerns, resulting from directors having other mutual commercial interests which are not related to their fiduciary duties at Stratasys. Presently, two Stratasys directors, Dov Ofer and David Reis, sit on the board of Scodix Ltd. In the past, Adina Shorr served as CEO of Scodix Ltd. during Dov Ofer’s directorship. These overlapping interests raise questions about objectivity of the directors, further eroding trust in their decision-making.
These revelations paint a troubling picture of the Stratasys Board of Directors. Their long tenure, rejection of new voices, self-serving compensation practices, poor acquisition decisions, and intertwined relationships raise serious doubts about their ability to act in the best interests of Stratasys and its shareholders.
Below are a few examples of the questionable track records that warrant the replacement of board members of Stratasys:
*Yair Seroussi – was formerly the Chairman of a large Israeli bank but had to resign allegedly because of allegations that he had failed to report a sexual assault by the CEO of a female employee2. Seroussi hid the information from the bank’s board of directors and from the Bank of Israel, colluding with the CEO.
Once again scheming with the same CEO, Seroussi was also found guilty of aiding and abetting tax-evasion for U.S. citizens – in exchange for millions of dollars of kickbacks. Under his leadership, the bank had to cough up a fine of almost $900 million3 to U.S. authorities, in addition to being forced to pay significant personal fines for his crimes. An investigation committee disclosed that, as Chairman, Seroussi and his friend the CEO behaved unreasonably and personally received millions of dollars as bonuses on account of tax evasion schemes they led through the bank’s branch in Switzerland.
*Dov Ofer (Chairman) – was the former CEO of Lumenis Ltd. Dov Ofer’s tenure was marked by a period of stagnation. After his appointment, the company experienced a decrease in revenue4.
After continued underperformance under Ofer’s leadership, the Lumenis board opted to hold him accountable, removing Ofer as CEO and bringing in a new chief executive officer.
This change proved that the prior issue was the failing management by Ofer, not the company. The new CEO was able to revitalize the company's growth trajectory. Lumenis Ltd. experienced a remarkable turnaround recovery following Dov Ofer’s tenure as CEO, with revenue increasing by an impressive 51% from $265 million in 2013 to $400 million in 20185.
The stark contrast between the performance of Lumenis Ltd. during Ofer's tenure and the subsequent growth achieved under the new CEO highlights the impact of leadership on the company's success. The decision to replace Ofer ultimately proved to be a strategic move that revitalized the company and set it on a path of substantial growth.
*David Reis - was the former CEO of Stratasys until his resignation in 2016. Under Reis' leadership, investors in Stratasys have experienced a challenging value-destructing ride over several years. Sales and Stratasys share prices have both plunged amid a $1.4 billion loss last year.
