Stratasys Adopts Temporary ‘Poison Pill’ Plan
The board of directors for Stratasys Ltd., a 3D printer manufacturer with dual headquarters in Eden Prairie and Israel, unanimously voted to adopt a limited duration shareholder rights plan this week. Plans like this – often referred to as a “poison pill” – are usually implemented to prevent a potentially hostile or unsolicited takeover attempt.
Stratasys’ announcement of the plan came one week after print technology company Nano Dimension announced it acquired 12.12% of Stratasys’ shares. When reached for comment, Stratasys declined to comment on whether the plan was inspired by this acquisition.
According to a Monday news release by Stratasys, the plan is intended to “protect the long-term interests of Stratasys and all Stratasys shareholders.” Through the plan, anyone seeking to gain “a significant interest in Stratasys” will now be encouraged to negotiate directly with the board prior to attempting to control or significantly influence the company.
The rights plan has a 364-day term, expiring on July 24.
People might recognize the “shareholder rights” term if they are following news about the potential takeover of Twitter by Elon Musk. While Twitter is now suing to attempt to force Musk to buy the company, earlier this year the social media platform enacted a poison pill strategy after Musk acquired a little over 9% of Twitter’s common stock.
On July 18, Nano Dimension, a 7-year-old print technology company, announced the acquisition of more than 12% of the outstanding ordinary shares of Stratasys Ltd.
Nano Dimensions is unsure about the reasoning behind Stratasys’ shareholder rights plan, according to an email from a Nano Dimensions spokesperson.
Before the plan by Stratasys was implemented, Nano Dimension CEO Yoav Stern told TCT Magazine his company was “not necessarily” interested in a takeover of Stratasys.
In announcing the share acquisition, Stern said that “we may increase or decrease our investment in Stratasys, subject to market conditions and other economic factors.” In an email, a spokesperson for Nano Dimensions maintained that this is still the company’s plan.
The rights plan is designed to reduce the likelihood any entity can gain significant influence over Stratasys through the open-market accumulation of shares “without appropriately compensating all Stratasys shareholders for control,” according to the news release. In Stratasys’ case, this means deterring share buyers from attempting to buy more than 15% of Stratasys shares without board consultation.
Under the plan, the company will issue one right for each outstanding ordinary share, according to the release. The rights would become exercisable only if a share buyer acquired 15% or more of Stratasys’s outstanding ordinary shares in a transaction not approved by the Stratasys board. If this happened, each holder of a right other than the acquiring entity would have the right to purchase one ordinary share at a discounted price of $0.01 per share.
Also, at any time after an entity acquires 15% or more of the Stratasys ordinary shares, the company’s board can exchange one ordinary share for each outstanding right other than rights owned by the buyer purchasing more than 15%, which would have become void.