We have in the recent past been subject to litigation in Israel and other hostile actions initiated by our shareholder, Nano Dimension Ltd., or Nano, which challenged the validity, under Israeli law, of our then-current limited-duration shareholder rights plan, which expired on December 19, 2025. Our shareholder rights plan was designed to give all shareholders (other than an offeror) a way to voice their position directly to our board of directors on certain types of offers and whether the plan should apply to those offers, and in other circumstances, to exempt an offer from the applicability of the rights altogether. We agreed to an exemption from the applicability of our former shareholder rights plan for Fortissimo Capital's (which, together with its affiliates, is referred to as Fortissimo) acquisition of a significant equity stake in our company (in connection with our private investment in public equity (PIPE) agreements with Fortissimo), which acquisition was completed in April 2025. Pursuant to Fortissimo's shareholder agreement with us, Fortissimo is subject to certain standstill and voting limitations and a required advisory vote of our shareholders (other than Fortissimo and any shareholders affiliated with it) if it were to seek to acquire more than 24.99% of the outstanding ordinary shares of our company, which acquisition would be required to be accomplished by way of a special tender offer under Israeli law in which Fortissimo acquires at least 15% of our outstanding shares.
While we do not currently have a shareholder rights plan in place, if our board of directors were to seek to reinstate such a plan, there is no guarantee that it would be legally upheld. The Israeli courts have not formally ruled on the legality of a shareholder rights plan or so-called "poison pill" under the Companies Law. On July 18, 2023, in the context of an interim procedural decision in a litigation initiated by Nano against our company, the court expressed its preliminary view that: it is inclined to rule that rights plans are permissible under Israeli law; the adoption of a rights plan by a board should be viewed "with suspicion"; and a board bears the burden of proving that it was informed, that it acted in good faith, that experts were consulted, and that it considered the interests of the company and its shareholders, rather than acting for the sake of entrenching itself, when adopting a shareholder rights plan. On December 19, 2023, the court issued an order noting that, from the parties' written submissions, it is appropriate to rule upon one critical question: whether, under Israeli law, a company can adopt a ‘poison pill'. However, the court never rendered such a ruling, as on July 1, 2024, following a request submitted by Nano, which was unopposed by our company, the court dismissed Nano's claim without prejudice. While the court's interim ruling opened the way for a potential final court ruling that our shareholder rights plan was valid and validly adopted (before it expired in December 2025), there can be no assurance that an Israeli court will determine that our board of directors actually meets the requisite burden of proof for upholding the validity of any future shareholder rights plan that we may adopt.
In addition to a legal challenge to our shareholder rights plan, a shareholder or other third party may also launch, in the future, a hostile tender offer that may be similar to the Nano tender offer that it launched on May 25, 2023 and that expired (without any purchase of our ordinary shares) on July 31, 2023, pursuant to which any such shareholder or other third party may seek to acquire our ordinary shares which, together with any ordinary shares that it already owns, may represent a majority or, even if less than a majority, a significant percentage of the outstanding ordinary shares. Nano had furthermore followed up on its uncompleted tender offer by announcing on December 23, 2023 a preliminary proposal to purchase all outstanding shares of our company that it did not then own for $16.50 per share in cash. Our board of directors acknowledged receipt of, and considered, Nano's offer, but ultimately determined not to proceed with any particular strategic transaction when exploring strategic alternatives for our company, instead opting in August 2024 to adopt a restructuring plan. There can be no assurances that any shareholder or other third party will not once again disregard a determination by our board of directors not to proceed with a coordinated transaction with it and instead attempt a hostile tender offer or other action to attempt to take over our company in a manner that our board of directors believes would not maximize shareholder value.
Any major shareholder (as Nano did in 2023) may also utilize its rights pursuant to the provisions of the Companies Law to demand, as a greater-than 10% shareholder, to call an extraordinary general meeting of shareholders at which the removal of some or all of our then-incumbent directors and the election of its nominees in their stead would be on the agenda. The relevant majority for approval of any such proposal would be an ordinary majority of shares represented in person or by proxy and voting at a general meeting, without excluding the shares of interested shareholders. If a major shareholder were to hold a substantial portion of our ordinary shares when doing so, its votes in favor of such a proposal would give it an advantage in having the proposal approved.
To the extent that an Israeli court would invalidate any shareholder rights plan that we may have in place, or declare or provide any remedies to a hostile shareholder that facilitate, and thereby allow, such a shareholder to launch a tender offer that is similar to the Nano tender offer, that may result in that shareholder having an opportunity to attempt to become a majority or significant shareholder of our company. Such a shareholder would then have significant ability to impact the operations of Stratasys. Similarly, if any such hostile shareholder would succeed in replacing any of our directors, that would also give it significant influence over the management and policies of our company. Either or both of those outcomes would enable the hostile shareholder to influence the operations of our company for its own interests, which may be to the detriment of our public/minority shareholders. Such a shareholder could use its voting power, whether as a substantial (or even controlling) shareholder or on the Stratasys board, to significantly influence the policies of our company in a manner that benefits it and adversely impacts our company and our results of operations in a material way. Such a shareholder's possession of a substantial or controlling interest in Stratasys could also adversely impact trading in our ordinary shares and liquidity for our public/minority shareholders, potentially causing a decline in the value of public shareholders' investment in our company.