Contingencies |
6 Months Ended |
|---|---|
Jun. 30, 2023 | |
| Contingencies [Abstract] | |
| Contingencies |
Note 13. Contingencies Legal proceedings Litigation with Nano Dimension regarding
Stratasys’ Rights Plan, Nano Dimension’s tender offer, and Stratasys board
election
On April 25, 2023, the Company was named as a defendant in an action filed by Nano in the
Tel-Aviv District Court in which Nano sought declaratory relief declaring that
Stratasys’ shareholder rights plan is both illegal and void, and also requested
a court order enjoining the Company and its directors from intervening with, or
hindering in any way, a tender offer that Nano at the time intended to launch
to acquire Stratasys ordinary shares.
On June 8, 2023, in its statement of defense, the Company rejected
all of Nano’s claims, stating, among other things, that there was a substantial
change of circumstance since Nano’s action was filed due to Stratasys’ entry
into the Desktop Metal Merger Agreement on May 25, 2023 and the launch of
Nano’s tender offer on May 25, 2023. The Company argued that its rights
plan is legal under Israeli law, and that due to the many flaws and unlawful conditions
of Nano’s tender offer and Nano’s conduct and circumstances, The Company’s board
was obligated to get involved and protect the Company and its shareholders. The
Company also submitted a counterclaim to the court, seeking an order
restraining Nano from completing its tender offer until certain conditions were
to be fulfilled.
On July 18, 2023, in the context of an interim procedural
decision, the Israeli court took the opportunity to express its preliminary
view on the legality of shareholder rights plans for Israeli companies. The
court indicated that it is inclined to view rights plans as permissible under
Israeli law; that the adoption of a rights plan by a board should be viewed
“with suspicion”; and that the board would bear the burden of proving certain
matters related to the adoption of such a plan.
The court has set a schedule for submission of written summations
by the parties, with Nano to submit its summations as claimant by August 7,
2023, the Company to submit its summations as respondent and counterclaimant by
August 25, 2023, and Nano to submit its summations as counter-respondent by
September 14, 2023.
In a separate action, on July 13, 2023, Nano filed a motion in an
Israeli court requesting that the court order, among other things, that (i) The
Company correct the agenda sent out to its shareholders in advance of an annual
general shareholder meeting scheduled for August 8, 2023, so that the agenda
would include Nano’s individual director nominees for the Company’s board, and
(ii) The Company issue a new proxy statement and proxy card for the annual
general shareholder meeting.
On July 28, 2023, Nano issued a press release in which it
announced that it intends to withdraw its nominees for the Company’s board,
which Nano reiterated in a press release that it issued on August 1, 2023.
Ordinary course litigation
In addition to the foregoing litigations,
the Company is also a party to various legal proceedings from time to time, the
outcome of which, in the opinion of management, will not have a significant
effect on the financial position, profitability or cash flows of the Company.
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