Special Tender Offer Reflects a 39% Premium to Unaffected 60-Day Volume Weighted Average Price as of March 3^rd, 2023

Shareholders Have Until June 26^th, 2023 to Tender Shares Into the Offer

An Investor Call Will Be Held on Tuesday, May 30^th at 9:00 am EDT

NANO Remains Committed to Creating a Market Leader in Additive Manufacturing

Waltham, Mass, May 25, 2023 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension”, “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 that it has commenced a special tender offer to purchase between 38.8% and 40.8% of the outstanding ordinary shares of Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) for $18.00 per share in cash, less any required withholding taxes and without interest. The successful completion of the special tender offer would result in Nano Dimension’s beneficial ownership of between 53% and 55% of the outstanding Stratasys shares, inclusive of the approximately 14.2% of Stratasys’ outstanding ordinary shares that Nano Dimension currently owns.

Nano Dimension’s all-cash special tender offer represents a premium of 26% to the unaffected closing price as of March 3^rd, 2023, a 39% premium to the 60-day VWAP as of March 3^rd, 2023, and a 12.5% premium to the $16.00 future t arget p rice published by Stratasys’ own financial advisor, J.P. Morgan , on March 2 ^nd , 20 23.

“As we had previously indicated to the Stratasys Board, given their continued refusal to engage in negotiations, we have decided to present our offer directly to Stratasys’ shareholders,” said Yoav Stern, Nano Dimension’s Chairman and CEO. “We believe our offer delivers certain all-cash value to Stratasys’ shareholders at a premium in excess of what Stratasys can deliver to its shareholders. We look forward to successfully completing the special tender offer as we continue to execute on our strategic plan to drive value creation for customers and shareholders and to create a preeminent leader in the rapidly growing AM market.”

Nano Dimension has filed with the U.S. Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO, including an offer to purchase, which provides the terms and conditions of the special tender offer. The special tender offer will expire at 11:59 p .m. EDT on Monday , June 26 ^th , 2023, unless extended or earlier terminated in accordance with the proposed offer to purchase and the applicable rules and regulations of the SEC and Israeli law. The closing of the special tender offer is subject to certain conditions, including that at least 5% of the issued and outstanding Stratasys shares are validly tendered and not properly withdrawn, at least 53% of the issued and outstanding Stratasys shares when aggregated with the Stratasys shares held by NANO are validly tendered and not properly withdrawn, the Stratasys board of directors redeem its Rights Plan, dated July 25, 2022 and any Rights that may be issued and outstanding thereunder or NANO being satisfied in its sole discretion that the Rights will not become exercisable as a result of the tender offer, as described in the tender offer materials, including the offer to purchase, a related letter of transmittal and other tender offer documents.  

In conjunction with the special tender offer, Nano Dimension today also released a presentation further detailing the benefits of the special tender offer to Stratasys’ shareholders and the strategic rationale for the tender offer as summarized below:

• Provides Attractive Cash Value to Stratasys’ Shareholders
  • Nano Dimension’s special tender offer price of $18.00 per share is a premium to all relevant Stratasys historical trading levels, and in excess of J.P. Morgan’s (Stratasys’ financial advisor) last published target p rice of $16 .00 before dropping coverage in March 2023.

• Establish es a Market-Leading Portfolio of Complementary Products and Solutions Addressing a Significant Additive Manufacturing Market Opportunity
  • We believe Stratasys’ polymer focused AM systems combined with Nano Dimension’s ceramic and metal AM systems & AME capabilities will provide customers access to a full suite of products to the additive manufacturing segment that is expected to grow from a market size of ~$16 billion in 2021 to over $100 billion by 2030 according to IDTechEx’s report “3D Electronics/Additive Electronics 2022-2032” and 3D Hub’s report “3D Printing Trend Report 2022”.

• Enhance s Market Penetration and New Customer Acquisition
  • We believe that the completion of the tender offer may provide an increased opportunity to deepen existing relationships across shared customers and industries by providing more value-added services and solutions, while also presenting new customer acquisition opportunities with expanded and diversified joint offerings.
    

Important I nformation A bout the Special T ender O ffer

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Stratasys or any other securities, nor is it a substitute for the tender offer materials described herein. A tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, has been filed today by Nano Dimension with the SEC and we expect that a solicitation/recommendation statement on Schedule 14D-9 will be filed by Stratasys with the SEC as required by the tender offer rules.

INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ BOTH THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.