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Stratasys Ltd. (Nasdaq: SSYS) (the “Company”), a leader in polymer 3D printing solutions, issued the following statement regarding the ruling earlier this week by the Israeli court in Nano Dimension Ltd.’s (Nasdaq: NNDM) (“Nano”) ongoing litigation with its largest shareholder, Murchinson Ltd.:

Stratasys shareholders should understand clearly that the Israeli court explicitly calls into question whether substantial decisions are being made by a Nano Board of Directors that are in the best interest of shareholders. The litigation concerns the dispute between Murchison and Nano regarding the validity of the Special General Meeting of Nano shareholders called by Murchinson in March 2023 at which, according to Murchinson, at least 92% of the votes cast supported Murchinson’s proposal to remove four directors from the Nano Board, including Mr. Yoav Stern, Nano’s Chief Executive Officer and Chairman.

On April 16, 2023, the Israeli court issued its decision on Murchinson’s motion for temporary relief and held that Murchinson would be allowed to appoint two directors to the Nano board as observers, until a final decision on the case is made. Nano clearly disagrees with the court’s recent ruling, as evidenced by the fact that it has stated its intention to appeal the decision to the Israeli Supreme Court. Despite the ruling, Nano, led by a Board and management team whose legality and authority remain in doubt, has continued to pursue what Stratasys believes to be an illegitimate campaign to acquire the Company.

In this decision the court noted that: “…[the court] has to consider the conduct of the company until the decision in the main proceedings with a board composition whose legality is in doubt and more importantly, with a board composition that even if legal..., it is doubtful if the shareholders trust this board composition and the decisions it makes. It was apparent that the company is in no hurry to get a decision on the legality of the special shareholders’ meeting …, even though at the same time substantial decisions are being made at the company and even though there is prima facie doubt whether these decisions are being made by a management that is acceptable to the shareholders.”

Nano’s claim in its press release on April 17, 2023 that the decision “confirms that the [Nano] board of directors has full legitimacy to transact with Stratasys” is inconsistent with the court’s ruling. Based on the court’s ruling, the authority of Nano’s Board and management team to potentially launch and consummate with finality a special tender offer for Stratasys shares remains in doubt and continues to be subject to adjudication in the Israeli courts.

Furthermore, it is important to note that in Nano’s April 17, 2023 press release, Nano intentionally omitted the key fact that the court-ordered temporary observers are to be Murchinson’s dissident director candidates, Ken Traub and Joshua Rosensweig.

The Stratasys Board continues to believe that Nano’s campaign against Stratasys is of questionable legal authority and credibility and poses significant risk to the Company and our shareholders.
www.stratasys.com

 


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