Business
Stratasys Issues Statement on Legality of Its Shareholder Rights Plan
Israeli Court Noted on a Preliminary Basis that Shareholder Rights Plans are Legal Under Israeli Law Final Court Decision Unlikely to be Rendered Before Late
About this update from Stratasys, Ltd.
[{"type":"text","content":"\nIsraeli Court Noted on a Preliminary Basis that Shareholder Rights Plans are Legal Under Israeli Law\n\n\nFinal Court Decision Unlikely to be Rendered Before Late September or Early October\n\n\n MINNEAPOLIS & REHOVOT, Israel--(BUSINESS WIRE)--\nStratasys Ltd. (Nasdaq: SSYS) (the “Company”), a leader in polymer 3D printing solutions, today issued the following statement on the Israeli court’s preliminary views regarding the legality of Stratasys’ shareholder rights plan (the “Rights Plan”):\n\n\nOn July 18, 2023, a few days after a full evidentiary hearing in the District Court in Tel Aviv, Israel, the judge presiding over the legal action in which Nano Dimension Ltd. (“Nano”) challenged the Rights Plan as illegal, issued a decision in which the judge provided an indication of his preliminary views on the claim.\n\n\nThe purpose of providing the indication of his preliminary views was to allow the parties “a measure of certainty\", so they can \"choose their next steps, both in the legal and in the business arena\". The judge indicated his view, contrary to Nano's position, that a Shareholder Rights Plan (“SRP”) is legal under Israeli law. The judge further indicated the Board's consideration in adopting an SRP would be subject to enhanced scrutiny. However, the judge also indicated that where the Board acted in good faith, after having informed itself and after consulting with experts, all for the benefit of the shareholders and the company, the board's business judgement would be legitimate. The judge provided a list of examples for considerations a board might properly consider, including:\n\n\n\nconcern that the offeror is a company torn by internal disputes,\n\n\n\nconcern that the offeror is a company traded at a significant discount, which may indicate the market's lack of confidence in its management,\n\n\n\nconcern that previous companies acquired by the offeror have had their value written off,\n\n\n\nconcern that a partial tender offer may leave shareholders stranded with a new controlling shareholder whose control premium would come at their expense, and\n\n\n\nwhere the board believes that the SRP may allow the emergence of a superior transaction (whether a tender offer at a higher price, or merger transactions) that the board believes are more beneficial to the company and its shareholders, and which open up coll...