a 233% Premium¹ Over 3D Systems’ Cash Portion
a 93% Premium Over SSYS Share Price²

If NANO’s Tender Offer does Not Close – NANO Intends to Review its Investment in Stratasys, Including Possible Sale of All its 14.1% Holdings in Stratasys in the Open market

3D Systems’ Proposal Worth Only $7.50 per Share in Cash, the Rest is an Uncertain value as
$14.50 in Volatile Shares is Not-Realizable Number

As Stratasys’ Largest Shareholder, Nano Believes Stated Value of Latest 3D Systems Offer is Misleading by Using an Inflated and Unsustainable 3D Systems’ Share Price

Using Historical Prices³, 3D Systems’ Proposal is Worth Barely ~$22 per Share,
Only $7.50 per Share of Which is in Cash

Nano Offer Provides Guaranteed Cash Value and More Certainty Than Any Alternative, with Ample Cash on Hand

Following the Completion of the Special Tender Offer, Nano Intends to Explore Strategic Industry Consolidation, Including, a Potential Combination of Stratasys with 3D Systems Based on a Full and Fair Transaction,
 OR:
Will Seek to Own 100% of Stratasys as Soon as Practical and Permissible

EXPIRATION DATE OF THE SPECIAL TENDER OFFER HAS BEEN EXTENDED : Stratasys Shareholders Now Have
Until 5:00 p.m., New York Time, on July 31^st, 2023 , to Tender Shares

To learn more about Nano’s vision for Stratasys and details of its Special Tender Offer for Stratasys shares, visit www.StratasysValueNow.com

Contact Georgeson Toll-Free at (877) 668-1646 for Information on How to Tender

Waltham, Mass., July 18, 2023 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. ( Nasdaq: NNDM, “Nano Dimension”, “Nano”, “NANO” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, today announced the following actions that highlight a clear path to maximizing value for shareholders of Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”):

Nano Dimension has increased its special tender offer price (the “Offer”) to $25.00 per share from $24.00, in cash, less any required withholding taxes and without interest, to purchase between 31.9% and 36.9% of the outstanding ordinary shares of Stratasys.

1. The expiration date of the offer period has been extended to 5:00 p.m., New York Time, on July 31^st, 2023 (unless further extended or earlier terminated).

• Tendering shares to Nano will deliver 233% more cash to Stratasys shareholders in the near-term than any currently available alternative and preserves the ability to generate future value creation through strategic M&A opportunities.
• The increased price represents a significant premium to all relevant Stratasys historical trading levels, including a 93% premium to the unaffected 60-day average share price⁴. Nano’s special tender offer is the most compelling offer for Stratasys shareholders and remains the only alternative available that provides certain, near-term cash value at a significant premium and the quickest path for Stratasys shareholders to realize value.
• The successful completion of the special tender offer would increase Nano Dimension’s beneficial ownership of Stratasys to between 46% and 51% of the outstanding ordinary shares, inclusive of the approximately 14.1% of Stratasys’ outstanding ordinary shares that Nano Dimension currently owns.
• Nano offer provides guaranteed cash and more certainty than any other option available to Stratasys shareholders.
• Nano also announced yesterday that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”) in connection with its proposed special tender offer of Stratasys had expired and no further regulatory review by U.S. antitrust authorities is required in connection with the Offer. 

2. Nano believes the current terms of 3D Systems, Inc. (NYSE: DDD) (“3D Systems”) offer is misleading, not in the best interests of Stratasys’ shareholders, and present significant Share PRICE uncertainty and transaction closing risk.

• Nano believes that the latest 3D Systems offer’s value is inflated by an unsustainable 3D Systems share price.
• On a 30- , 60-, 90- and 180-day VWAP basis, 3D Systems offer is worth barely $22 per share, substantially below Nano’s $ 25.00 all-cash offer. Additionally, since 3D Systems’ latest offer on July 13^th, 2023, its share price has declined 6%⁵, further highlighting the significant value uncertainty of the majority stock consideration of 3D Systems’ offer, as outlined below:

Notes: 3D Systems Historical Price represents 30-, 60-, 90- and 180-day VWAPs; Calculation assumes 3D Systems offer on July 13, 2023, for $7.50 cash and 1.5444 3D Systems shares for one Stratasys share

• Actually, 3D Systems’ Proposal is worth Only $7.50 per share in cash. The rest is an uncertain value as $14.50 in 3D Systems shares is not necessarily a realistic value:
  • Since the price of 3D Systems’ shares may sink before, during and long after the 3D/Stratasys transaction, as a result of the huge expected dilution (doubling the amount of 3D Systems shares in order to acquire Stratasys), as described below:
    • 3D Systems’ offer will nearly fully deplete its cash position and the combined company will need to raise capital promptly (as indicated by 3D Systems’ recent shelf registration filing). The capital will likely be raised at a share price discount, which will create additional pressure on 3D Systems’ stock price and result in further dilution and value destruction to 3D Systems and Stratasys shareholders.
    • 3D Systems’ offer has execution risk as it will require shareholder votes from both companies and regulatory review.

3. As Stratasys’ largest shareholder, Nano Dimension OPPOSES Stratasys’ proposed combination with Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”), which, as structured, is highly dilutive and greatly overvalues Desktop Metal’s cash-burning business.

Following the successful completion of the special tender offer, as the largest shareholder of Stratasys, Nano Dimension intends to support a review of strategic alternatives for Stratasys to further enhance shareholder value, including through industry consolidation, possibly through a negotiated combination with 3D Systems OR: increasing Nano’s ownership of Stratasys to 100%.