SC 14D9/A 1 ea181772-14d9a14_stratasys.htm AMENDMENT NO. 14 TO SCHEDULE 14D-9

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION

STATEMENT UNDER SECTION 14(d)(4) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 14)

 

 

 

STRATASYS LTD.

(Name of Subject Company)

 

 

 

STRATASYS LTD.

(Name of Persons Filing Statement)

 

 

 

Ordinary Shares, par value NIS 0.01 per share

(Title of Class of Securities)

 

 

 

M85548101

(CUSIP Number of Class of Securities)

 

 

 

Vered Ben Jacob, Adv.

Chief Legal Officer

1 Holtzman Street

Science Park, P.O. Box 2496

Rehovot 76124, Israel

Tel: +972-74-745-4029
(Name, address, and telephone number of persons authorized to receive notices and

communications on behalf of the person filing statement)

 

Copies to:

 

J. David Chertok, Adv.
Dr. Shachar Hadar, Adv.
Jonathan Atha, Adv.
Meitar Law Offices
16 Abba Hillel Road
Ramat-Gan 5250608, Israel
Tel: +972-3-6103186
Adam O. Emmerich, Esq.
Viktor Sapezhnikov, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Tel: (212) 403-1000

 

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

 

 

 

This Amendment No. 14 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Stratasys Ltd., an Israeli company (“Stratasys”), with the Securities and Exchange Commission (the “SEC”) on May 30, 2023. The Statement relates to the unsolicited tender offer by Nano Dimension Ltd., an Israeli company (“Nano”), to purchase up to 25,266,458 ordinary shares, par value NIS 0.01 per share, of Stratasys (“Stratasys ordinary shares”) not already owned by Nano, which, together with the Stratasys ordinary shares already owned by Nano, represent no more than 51% (and at least 46%) of the issued and outstanding Stratasys ordinary shares upon consummation of the tender offer, for $24.00 per share in cash, less any required withholding taxes and without interest, upon the terms and conditions set forth in the Offer to Purchase dated May 25, 2023, the Supplement to Offer to Purchase dated June 27, 2023, and the Second Supplement to Offer to Purchase, dated July 10, 2023, and in the related Second Amended Letter of Transmittal and the related Second Amended Notice of Objection contained in the Tender Offer Statement on Schedule TO filed by Nano with the SEC on July 10, 2023. Except as specifically noted herein, the information set forth in the Statement remains unchanged.

 

Item 4. The Solicitation or Recommendation; Item 7. Purposes of the Transaction and Plans or Proposals

 

Item 4 of the Statement and Item 7 of the Statement are hereby amended and supplemented as follows:

 

On July 13, 2023, Stratasys received an updated unsolicited non-binding proposal from 3D Systems, proposing to acquire Stratasys for $7.50 in cash and 1.5444 newly issued shares of common stock of 3D Systems per Stratasys ordinary share (the “July 13 3D Proposal”), as compared to the non-binding proposals received from 3D Systems on June 27, 2023 to acquire Stratasys for $7.50 in cash and 1.3223 newly issued shares of common stock of 3D Systems per Stratasys Ordinary Share and on May 30, 2023 to acquire Stratasys for $7.50 in cash and 1.2507 newly issued shares of common stock of 3D Systems per Stratasys ordinary share, each of which the Stratasys Board had unanimously determined did not constitute, and would not reasonably be expected to result in, a “Superior Proposal” pursuant to the terms of the Desktop Metal Merger Agreement and did not provide a basis upon which to enter into discussions with 3D Systems, as previously disclosed in press releases issued by Stratasys on June 30, 2023 and June 20, 2023.

 

Also later on July 13, 2023, Stratasys issued a press release confirming its receipt of the July 13 3D Proposal and noting that the Stratasys Board will review the proposal in consultation with its independent financial and legal advisors and in accordance with its duties under applicable law and its obligations under the Desktop Metal Merger Agreement.

 

Item 9. Exhibits

 

Item 9 of the Statement is hereby amended and supplemented by adding the following exhibits:

 

       

Incorporated by Reference

to Filings Indicated

   
Exhibit Number   Exhibit Description   Form   File No.   Exhibit   Filing
Date
  Filed
Herewith
(a)(34)   Press Release, dated July 13, 2023                 X
(a)(35)   Employee Letter, dated July 13, 2023                 X

 

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SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: July 13, 2023    
     
  STRATASYS LTD.
     
  By: /s/ Yoav Zeif
  Name:  Yoav Zeif
  Title: Chief Executive Officer

 

 

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