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Nano Dimension Encourages Stratasys Shareholders to Replace Entrenched Board and Highlights Problematic Track Records of Stratasys Directors

Published 2023-07-17, 10:12 a/m
© Stratasys PR

© Stratasys PR

Nano Dimension (NASDAQ:NNDM) 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, which owns approximately 14.1% of Stratasys’ (Nasdaq: SSYS) (“Stratasys”) outstanding ordinary shares, encourages Stratasys (NASDAQ:SSYS) Ltd. Shareholders to replace their entrenched Board with Nano Dimension’s director nominees through their upcoming vote at Stratasys’ August 8th, 2023 Annual General Meeting (“AGM”).

The Stratasys Board of Directors (the “Board”) have checkered personal backgrounds as well as a warped command of corporate governance. Nano is calling for a replacement of the Stratasys Board’s members in order to re-align Stratasys’ governance with the interest of shareholders.

The new board will focus on enabling the present competing bids to increase shareholder value PREVENTING the present Board of Directors from blocking two alternatives for Stratasys’ Shareholders.

STRATASYS’ CURRENT ENTRENCHED BOARD:

The actions of the current Stratasys Board of Directors have raised significant concerns about their practices and lack of commitment to shareholder interests:

  • 6 of the 8 directors have spent an alarmingly long time together on the Board, suggesting a lack of new perspectives and fresh ideas, not to speak about obvious years of “one-hand-washes-the-other” issues.
  • They have demonstrated a blatant disregard for shareholders’ interests and resistance to change. Attempts to add a new independent director as recently as 2-3 years ago were met with pushback. While a new director joined the Board in 2020, he was ousted barely a year later in 2021 following some self-serving corporate governance maneuvers geared at maintaining the underperforming status quo and the mummified Board’s grip on power.
  • The Stratasys Board has lined their own pockets while overseeing poor performance, indulging themselves with exorbitant salaries and annual equity grants, cumulatively equaling approximately $1,820,0001 in FY 2022 for 8 directors, not including meeting fees, (for approximately 10-20 meetings per annum), and travel & entertainment expense.
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Adding to their questionable track record, the Board's decision-making has been marred by destructive acquisitions. They have made poor, value-destructive and money-wasting acquisitions and/or failed to integrate the acquisitions of Origin, Ultimaker, SolidConcepts, and MakerBot, followed by the questionable divestment and reinvestment in MakerBot. These actions demonstrate a lack of strategic foresight and a failure to prioritize long-term value creation for the company and its shareholders.

Furthermore, the interconnections between board members raise independence concerns, resulting from directors having other mutual commercial interests which are not related to their fiduciary duties at Stratasys. Presently, two Stratasys directors, Dov Ofer and David Reis, sit on the board of Scodix Ltd. In the past, Adina Shorr served as CEO of Scodix Ltd. during Dov Ofer’s directorship. These overlapping interests raise questions about objectivity of the directors, further eroding trust in their decision-making.

These revelations paint a troubling picture of the Stratasys Board of Directors. Their long tenure, rejection of new voices, self-serving compensation practices, poor acquisition decisions, and intertwined relationships raise serious doubts about their ability to act in the best interests of Stratasys and its shareholders.

Below are a few examples of the questionable track records that warrant the replacement of board members of Stratasys:

*Yair Seroussi – was formerly the Chairman of a large Israeli bank but had to resign allegedly because of allegations that he had failed to report a sexual assault by the CEO of a female employee2. Seroussi hid the information from the bank’s board of directors and from the Bank of Israel, colluding with the CEO.

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Once again scheming with the same CEO, Seroussi was also found guilty of aiding and abetting tax-evasion for U.S. citizens – in exchange for millions of dollars of kickbacks. Under his leadership, the bank had to cough up a fine of almost $900 million3 to U.S. authorities, in addition to being forced to pay significant personal fines for his crimes. An investigation committee disclosed that, as Chairman, Seroussi and his friend the CEO behaved unreasonably and personally received millions of dollars as bonuses on account of tax evasion schemes they led through the bank’s branch in Switzerland.

*Dov Ofer (Chairman) – was the former CEO of Lumenis Ltd. Dov Ofer’s tenure was marked by a period of stagnation. After his appointment, the company experienced a decrease in revenue4.

After continued underperformance under Ofer’s leadership, the Lumenis board opted to hold him accountable, removing Ofer as CEO and bringing in a new chief executive officer.

This change proved that the prior issue was the failing management by Ofer, not the company. The new CEO was able to revitalize the company's growth trajectory. Lumenis Ltd. experienced a remarkable turnaround recovery following Dov Ofer’s tenure as CEO, with revenue increasing by an impressive 51% from $265 million in 2013 to $400 million in 20185.

The stark contrast between the performance of Lumenis Ltd. during Ofer's tenure and the subsequent growth achieved under the new CEO highlights the impact of leadership on the company's success. The decision to replace Ofer ultimately proved to be a strategic move that revitalized the company and set it on a path of substantial growth.

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*David Reis - was the former CEO of Stratasys until his resignation in 2016. Under Reis' leadership, investors in Stratasys have experienced a challenging value-destructing ride over several years. Sales and Stratasys share prices have both plunged amid a $1.4 billion loss last year.

The company’s acquisition of desktop printer manufacturer, MakerBot, in 2013 for over $490M6 (approx. $16M in revenue per annum at prior year)7 was a failure. MakerBot has suffered greatly, replacing leadership three times, producing a problematic 3D printer component, and leaving Stratasys with such significant losses that Reis’s Stratasys became part of a class action lawsuit. The consumer brand laid off almost 40% of its workforce and shut down its retail shops.

Meanwhile, the value of Stratasys shares collapsed over the course of the two years post-acquisition, from record highs of almost $137 per share in 2013 to around $23 per share by the end of 20158. The lawsuit alleges that the drop in Stratasys shares in 2015 was caused by fraudulent practices in the MakerBot-related business9.

MakerBot was eventually spun out 9 years later after major losses and cash burn. Reis has left a trail of massive write-downs yet continued to be a member of the board and Executive Committee, which is comprised of just three people, together with Dov Ofer.

Interestingly, while the courts decided that Stratasys was not to blame for securities fraud, it stated that under Reis, Stratasys used “...hyperbole and exaggeration… mere puffery…vague and such obvious hyperbole… Stratasys’s statements…are vague and unreliable”10

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This history of misleading disclosures raises serious questions about Stratasys’ present statements:

The same executives accountable for misleading their shareholders are still directors at the helm: Reis has been a Director since 2013, and as recently as 2018-2019 also served as a member of the “executive committee” together with Mr. Ofer.

Another problem facing Stratasys under Reis that garnered much attention was a U.S. Securities and Exchange Commission investigation. The SEC’s enforcement decision approached the company in early 201611 on the matter, which was briefly mentioned in Stratasys’ latest 20-F filing with the SEC. According to industry pundits, Reis’ resignation was certainly precipitated by the 30% decrease in the share price and the mounting pressure from disgruntled shareholders12.

*Ziva Patir – was the former CEO of the Standards Institution of Israel. During her tenure the Israeli Ministry of Finance demanded that she return tens of thousands of shekels, which she allegedly received in an improper manner from the Institute13. Additionally, an inspection conducted by the Capital Markets Division of the Ministry of Finance revealed a misallocation of funds under the management of Ziva Patir, resulting in employees having to return a substantial sum of 3 million shekels14.

Under Patir’s management, the Standards Institution of Israel was characterized by a slow and bureaucratic nature, leading to inefficiencies and financial losses. Additionally, there were conflicts with the employees15.

*Scott Crump – A few days after reporting $1.37 billion loss in 2015, it was discovered that the company paid $1.44 million16 to the present director Mr. Scott Crump, founder of Stratasys, and to three other executives an additional $5.4 million in compensation17.

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*Adina Shorr- Yet another ex-CEO of Stratasys (Objet), who stayed entrenched and highly paid on the board for the last 5 years. She also has a checkered record insomuch as leading, as a CEO, value destructing activities: She was the former CEO of Lucid-Logix, which had raised $40 million promising attractive returns for its investors. Ms. Shorr raised additional capital, only to close the company and terminate all employees with zero return to its shareholders (Giza and others)18.

*Yoav Zeif is the current Stratasys CEO – an unproven CEO having served before only as a consultant and in business development roles. Moreover, under his leadership, Stratasys is being accused19 by the former founders and shareholders of Origin, a company Stratasys purchased under his leadership for $97M20 (estimate $5 million -$15 million in the previous year’s annual revenue when acquired in December 2020) for not fulfilling its obligations and personal commitments to pay them their promised earnout as per agreement. All founders and key employees of Origin subsequently ended up leaving Stratasys.

Zeif has also led the value-destructing move of spinning-off David Reis’s 2013 failure of MakerBot. Zeif paid approximately $47 million in cash just “to arrange” for Stratasys to own less than 50%21 of MakerBot, practically selling over 50% of MakerBot by adding money rather than receiving money.

IN CONTRAST, Nano’s candidates to replace the Stratasys board are highly qualified with extensive experience overseeing value creation:

Nano Dimension is recommending Stratasys shareholders replace its entrenched non-performing directors at Stratasys’ Annual General Meeting to be held on August 8th, 2023, with professional executives who will devote a serious amount of their business time and attention to improve value for Stratasys shareholders. The seven members proposed by Nano include over 10 CEO roles, as well as four ex-founders of successful high-tech and multi-hundred million dollars companies, Chief Technology Officers, ex-CFOs/COOs and ex-members of KPMG and PWC. All their compensation for service as members of the Stratasys’ Board will be based on the company’s performance, not just on being present in meetings.

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The nominees include:

1. Ze’ev Holtzman brings deep expertise in private equity, venture capital and investment banking. Mr. Holtzman founded a pioneering investment banking firm (Giza), a leading VC firm focused on early-stage innovation technology, as well as the premier database on high-tech, venture capital, startup, and private equity ecosystems. He was a Director in Stratasys in 2020-21 opposing most of the present board entrenching actions.2. Zivi Nedivi has over 30 years’ experience as CEO of several public technology companies, including Cyalume Technologies Inc. and founder, President and CEO of Kellstrom Industries as well as CEO of a multi-billion New York City based hedge fund trading currencies futures through highly sophisticated cash management algorithms. 3. Hanan Gino has prodigious experience as a CEO at international technology corporations, including Verint Security Systems and Kitov Systems as well as senior executive and head of all commercial divisions for over two decades at Orbotech Ltd.4. Tomer Pinchas brings more than 18 years of global experience in finance, M&A and operations management and previously served as CFO of multiple technology companies, including Kryon Systems LTD, myThings Inc, and DVTEL INC. Tomer’s experience also includes working at a top public accounting firm, including PwC in New York.5. Nick Geddes co-founded the Cambridge, UK based, renowned industrial inkjet company Global Inkjet Systems, with leading R&D capabilities, inkjet products and services, and has been CEO and CTO for over 15 years with deep knowledge and experience leading and bringing together multi-disciplinary teams to partner with customers.6. Yael Sandler brings extensive experience in leading finance and operations roles for public and private companies, having formerly held various positions at KPMG while also being a Certified Public Accountant in Israel.7. Yoav Stern is a seasoned executive with a proven track record of leadership over three decades, having served as CEO and Chairman as well as an active hands-on investor in high-tech companies, specializing in machine vision, fiber optics, defense-tech, communication solutions, aerospace, and homeland security. Mr. Stern has led public and privately held companies based in the United States and globally, with operations encompassing multi-disciplinary technologies across 3-4 continents.

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LEARN MORE ABOUT NANO DIMENSION, ITS STRATEGY AND VISION, INCLUDING ITS SPECIAL TENDER OFFER FOR STRATASYS AT www.stratasysvaluenow.com

FOR INFORMATION ON HOW TO TENDER STRATASYS SHARES, CALL GEORGESON, THE INFORMATION AGENT FOR THE SPECIAL TENDER OFFER, TOLL-FREE AT (877) 668-1646

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