Stratasys (SSYS) Mails Letter to Shareholders

Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys” or the “Company”), a leader in polymer 3D printing solutions, today announced that the Company has mailed a letter to shareholders in connection with Nano Dimension Ltd.’s unsolicited partial tender offer to acquire ordinary shares of Stratasys for $18.00 per share in cash. The letter being mailed to shareholders can be found at www.NextGenerationAM.com/NanoObjection along with other materials related to Nano’s tender offer, which the Stratasys Board of Directors has unanimously determined to be inadequate and not in the best interests of Stratasys and its shareholders.

Full text of the letter follows:

Dear Stratasys Shareholder,

On May 25, 2023, Nano Dimension Ltd. (“Nano”) submitted an opportunistic, coercive, highly conditional partial tender offer to acquire ordinary shares of Stratasys for $18.00 per share in cash.

The Stratasys Board of Directors, after consultation with its independent financial and legal advisors, unanimously determined that the partial tender offer substantially undervalues Stratasys and is NOT in the best interests of our shareholders.

The Board recommends Stratasys shareholders NOT tender shares into the Nano tender offer and urges Stratasys shareholders to deliver a notice of objection against the partial offer.

Under Israeli tender offer 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. Simply not tendering is not sufficient to express opposition to the tender offer and could result in non-tendering shareholders being left as minority shareholders in a company controlled by Nano. The subsequent four-day offering period after the tender offer closes allows shareholders to tender even if you have objected during the initial offer period. Therefore, we strongly urge shareholders to file their notice of objection in order to reduce the risk of becoming a minority shareholder.

To deliver a Notice of Objection, contact your broker and follow the instructions provided in the attached mailing and instruct them to deliver a Notice of Objection on your behalf.

If you have already tendered your shares, you can still withdraw them.

Stratasys Has a Winning Growth Strategy and Significant Upside Potential from the Pending Merger with Desktop Metal

On May 25, 2023, Stratasys entered into a definitive agreement to combine with Desktop Metal in an all-stock transaction, which was unanimously approved by the Stratasys Board and is expected to deliver significant value for shareholders. The Desktop Metal transaction is expected to close in Q4 2023.

The Desktop Metal combination is expected to deliver compelling strategic benefits in line with Stratasys’ growth strategy, including:

Nano’s Partial Tender Offer Is Inadequate, Significantly Undervalues Stratasys, and Has Been Made with Questionable Authority

The Stratasys Board considered a number of factors in reaching its recommendation that shareholders reject Nano’s partial tender offer and deliver a Notice of Objection.

• The partial tender offer is coercive and highly opportunistic. Despite previously having proposed an acquisition of Stratasys at $20.05 per share, which the Board rejected, Nano’s partial tender offer only offers shareholders $18.00 per share, a ~10% discount to the most recent bid to the Board.

• Nano’s campaign is of questionable legal authority. The composition and legitimacy of Nano's Board and management team, and consequently, Nano’s authority to make and consummate the partial tender offer, remain subject to adjudication in the Israeli courts.

• The Nano offer is subject to obtaining approval from the Committee on Foreign Investment in the United States (CFIUS), which will likely take several months, and other unspecified regulatory approvals, and so is highly contingent and unlikely to close on June 26.

The Stratasys Board Urges Shareholders to Deliver a Notice of Objection Against the Partial Tender Offer

To deliver a Notice of Objection, contact your broker and follow the instructions provided in the attached mailing and instruct them to deliver a Notice of Objection on your behalf.

Not taking any action is not sufficient to express opposition to the tender offer and could lead to Nano acquiring a controlling interest in Stratasys. Under Israeli tender offer 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. If you have tendered any of your Stratasys ordinary shares, you can still withdraw them and submit a Notice of Objection.

Thank you for your support.

The Stratasys Board of Directors

For assistance filing a Notice of Objection or withdrawing your Stratasys ordinary shares,
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: [email protected]

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