3) that NANO currently does not own.  Under the terms of the Proposed Transaction:

• NANO will offer all Stratasys shareholders $18.00 per Stratasys share in cash, reflecting a premium of 36% to the closing trading price as of March 1^st, 2023 and a 31% premium to the 60-day VWAP, as of March 1^st, 2023; this valuation represents a ~24x multiple based on 2022 adjusted EBITDA of $36.1 million⁴ and ~21x multiple based on the midpoint of the Company’s 2023 adjusted EBITDA guidance of ~$43 million.⁵

• A key aspect of NANO’s interest in the Company is the importance of the current management team staying with the combined business.  We would expect the current management team to enter into retention programs (performance and time based) for a few years with various mechanisms to qualify for a cash “stay” package.  We believe a key success factor for NANO to date has been our ability to retain leaders that join us through our M&A strategy in the pursuit of shareholder value.

Our Indicative Offer remains subject to the conditions set out in this letter and is based on the review of publicly available information on Stratasys, as well as our general knowledge of the industry.  The terms of this Indicative Offer are further subject to adjustments based on the conclusions from further due diligence.

Conditions to the Proposed Transaction

Completion of the Proposed Transaction would be subject to customary conditions, including without limitation the following:

• The completion of our due diligence of the Company, which we expect to primarily include (i) financial and tax review by outside accountants; (ii) reviewing of the Company’s strategy and operations through meetings with the Company’s management team; and (iii) review of legal, intellectual property, environmental, real estate and other customary matters, and NANO’s satisfaction with the results thereof.
• The negotiation and execution of a mutually acceptable transaction agreement, consistent with transactions of this type.
• Approval of, and/or consents from, required third parties, lenders and/or governmental regulatory agencies (including HSR and, if required, CFIUS approval).
• Approval of the transaction agreement and other definitive documentation by our respective Boards of Directors and Stratasys’ shareholders.
• The Proposed Transaction is not expected to require approval by NANO’s shareholders.

We present an offer that is both all cash and fully financed.  NANO is a public company (Nasdaq: NNDM; www.nano-di.com). We have over US$1 billion of cash and cash equivalents, and no debt.  Given our cash position and access to capital, the Proposed Transaction will not be contingent on obtaining third-party financing.  Our preliminary, unaudited 2022 revenue is over $43M which represents an increase of ~310% over 2021 and 12x+ our 2020 revenue. NANO’s systems are being sold in four continents: ~50% of the revenue is generated in the USA, and the rest in Europe and Asia Pacific, with customers being world leading defense, aerospace, aviation, medical, advance industrial electronics producers, research institutes and printing machine producers.

Cooperation

We are prepared to focus our efforts on the Proposed Transaction and are confident we can complete our due diligence and negotiate all definitive documentation within 30 days.  Notwithstanding the foregoing, we would expect to jointly agree on the appropriate timeline to best position the Proposed Transaction for future success.  We are willing to dedicate meaningful financial and personnel resources to this project and would expect a similar level of commitment from the Company. 

Advisors

We have retained Greenhill & Co., LLC (“Greenhill”), Lazard Frères & Co., LLC (“Lazard”) and Sullivan & Worcester LLP (“Sullivan”) to advise us on this Proposed Transaction.  Any notification under this agreement and any email exchanged by parties shall be conducted with NANO’s advisors at the addresses stipulated below:

[Personal advisor details omitted for privacy.]  

This Indicative Offer is not intended to be a binding contract between us or an offer by us capable of acceptance, but rather it is a proposal to confirm NANO’s interest in Stratasys and to facilitate further discussions.  NANO and Stratasys will be bound only in accordance with the terms and conditions to be negotiated and contained in mutually executed definitive documentation.  This letter shall be governed by and construed in accordance with the laws of New York, USA, without regard to principles of conflicts of law.

I would like to reiterate our sincere interest and enthusiasm in pursuing this opportunity with Stratasys.  I am prepared to marshal our resources to begin the process immediately and expeditiously complete due diligence and reach an agreement on definitive documentation. We appreciate your prompt consideration of our proposal.  On behalf of NANO’s management team and Board of Directors, I look forward to working with you in pursuit of this compelling combination.

Please understand that we strongly prefer to engage in a mutually agreed upon collaborative process in order to work towards an agreement that will deliver significant value to your shareholders.  We hope that our offer will result in a swift response, engagement and an agreement on a transaction between the two companies.  To that end, we expect to hear back from you and your board no later than March 13^th, 2023, at 12:00 PM ET (17:00 Israel Time).

We remain available both personally as well as through our advisers to elaborate on our Indicative Offer.

Sincerely,
Nano Dimension Ltd.

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.

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 the potential benefits and advantages of the Proposed Transaction, the potential for a definitive agreement and growth and value creation opportunities. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties. The execution of a definitive merger agreement between Nano Dimension and Stratasys would be subject to approval by each company’s Board of Directors and completion of the transaction would be subject to customary closing conditions, receipt of required regulatory approvals and approval of Stratasys shareholders. 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 31, 2022, 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.