Good day, ladies and gentlemen. Welcome to Nano Dimension for Investor Conference Call regarding its special tender offer for Stratasys, Nasdaq listed SSYS. My name is Anthony, and I'm your operator for today's event. On the call with us today are Yoav Stern, Chairman and CEO, Yael Sandler, CFO, and Julien Lederman, VP of Corporate Development. Before we begin, may I remind our listeners that certain information provided on this call may contain forward-looking statements, and the safe harbor statement outlined in today's earnings press release also pertains to the statements made on this call. If you have not received the copy of the press release, please view it in the investor relations section of the company's website. A replay of today's call will also be available on the investor relations section of the company's website. Yoav will begin the call by going through Nano Dimension's special tender offer for Stratasys, along with comments relating to Stratasys' other activities, including pertaining to Desktop Metal. This will be followed by a question and answer session, at which time the management team will answer questions. I would now like to turn the call over to Nano Dimension's Chairman and CEO, Yoav Stern. Yoav, please go ahead. Thank you very much, sir. Hi, everybody. Thank you very much for participating. We have a very, very full agenda today, you will please excuse me if I'll be speaking a little bit faster. Let's start by defining who am I speaking to today? Of course, I'm speaking to you, but my target audience is very clear. First of all, the Stratasys shareholders. Secondly, as usual, Nano Dimension shareholders, because those are the two shareholders group that are going to be involved in the combined that we are presenting. Of course, others, market players, analysts, will be happy to answer your questions. We also aim at you, but mainly Stratasys shareholders. Before I'll get into the main subject, I wanna have very clear request. Thank you very much in advance. We are not going to speak about anything else other than the Stratasys transaction, our proposal to acquire Stratasys, and as it relates to the Stratasys, Desktop Metal transaction as it relates to the whole matter. We're not going to discuss the Toronto group, groups, whatever games they're playing, and we're not going to answer questions regarding that. Hence, I'll just tell you two points about the other two issues. First, the business situation. Our business situation is great. Our last two quarters, Q4, 2022, and Q1, 2023, were the best quarters ever in the company, on all growth, organic. Our Q2, which we are into the end of it soon, and we will release the Q2, the Q1 results soon as well. Our Q2 is also going according to budget, which means we are growing at more than 35%, 40% more than that, organically for the last three quarters this year. Great. Secondly, whatever the Canadians are doing or not, we are in an event with them, just whatever false information you're getting about the legality of the board, them changing the board. The board is the board as been in before. I've been the chairman, the management by moving forward. We have a board, we have a Sorry, a judge, a court decision, wording it. We are continuing as a board. We are allowed to complete the Stratasys transaction. Any information sent to you, gentlemen, ladies and gentlemen, the Stratasys shareholders, from Stratasys or from whoever else is in some northern country, that it's illegal, it's totally legal by a judge. Moreover, the Stratasys shareholders that we're offering $18 a share, it's very simple. Their broker is going to get $18 for a share they're owning. If he is not going to $18, they're not going to get the shares, so there's totally no risk. That is very, very important to understand before we get into presentation. We get to the presentation. How do we get here? Well, we got here by being the main largest shareholder of Stratasys, and I'm talking as the largest shareholder of Stratasys. Unrelated, if we will win the bid to buy Stratasys or not, I am very much against this, very unqualified and doesn't look smart transaction, in any case. Why? Why do we know so much about Desktop Metal? First of all, as I told you, our shareholders, Nano Dimension, not Stratasys, we have been looking at Julien Lederman, more than 350 companies over the last two and half years? At least that. At least 350, out of which at least 50 we were talking with. Guess what? In November 2022, and since then, we have been performing a due diligence on Desktop Metal. I'm talking about visiting them and them visiting us. We know very, very much about Desktop Metal. Not sure if we don't know about them more than our friends from Stratasys. We have decided in the process to offer them an offer that we thought was demonstrating the fact that the company is in deep trouble, and getting close to finishing their cash, and not growing too much organically, a little bit, because they did so many acquisitions without control, and they wanted $800 million. We said, "Guys, we out." We dropped this alternative. We refused for the request. That was early January. We know very well what to expect there. About Stratasys, we thought Stratasys have its own issues. You know, it's a company that flat top line over the last 10 years, going up to $700, going down to $500, going up to $600. We thought there's a lot to do with Stratasys for combined company of Stratasys, and Nano Dimension. Very exciting. It's a much better company than Desktop Metal, I can tell you that. Still has its issues, we offered $18 a share, then we offered $19.5, then we offered $20. They refused for a friendly deal because they claimed 3 times, including publishing to you, ladies and gentlemen, the shareholders, that $20 a share, for sure the lower numbers, is too low for their valuation. Their share is 15 or 14, and they're using the same share that you could get $20 for it, and generating $60 million new shares to pay with those shares, $800 million for a company, that you'll see in a second, what is it doing to whoever is putting money there? That is interesting, because a board that says 20 is not enough, is using this share at 14 to buy other company that by itself is overvalued. You're paying with very expensive share, 'cause it's very low valued, as you said, for a very distracting value asset. Moreover, I want to tell you that I'm not sure you know, ladies and gentlemen, I'm speaking about the shareholders of Stratasys, that your board committed pay a breakup fee. When you do an acquisition of a public company in the United States, the company that's being acquired, if it's public, is committed to open up its shares and itself to new buyers, if you made an agreement with one buyer at a certain price, because there's a commitment by law to offer if somebody else is coming to pay more. In cases like this, a seller is putting a breakup fee, so the company is going to pay more, plus a breakup fee, which will cover supposedly the expenses of breaking the deal. Never or seldom, or if at all, the buyer is committed to a breakup fee. The buyer here committed himself that if the buyer, Stratasys, it will be purchased by somebody else, means us. We will have to pay $32 million to Desktop Metal. Do you understand, shareholders, what it means? $32 million is half a dollar per share, which means if I offer you $18, I could have paid you $18.50, instead of paying you $18, then once I complete the transaction, now I have to pay Desktop Metal out of your money. This is what your board has done. He's going to force you to reduce your share price by half a dollar, because if this is successful, we'll buy the company, and we'll be owning $32 million, which should be yours. I want to tell you something to summarize this slide. Even if this transaction is not happening between us and Stratasys, we will be against this transaction with Desktop Metal as strong as we can, as the major shareholder. We've been approached by other shareholders of Stratasys, institutions feeling the same way, wanting to join us to oppose this transaction if we don't buy. Next slide. $18 per dollars per share for Stratasys delivers immediate and certain all cash value at a premium. When I say certain, again, I'll repeat, this false data that Stratasys is spreading, including this morning, with their little bit funny news release, that, "Well, we don't know if the transaction is not certain." It's very simple, ladies and gentlemen. You have a car. The car is great or not so great, you're selling it. Comes the guy who wants to buy it. He gives you a check, you take the check, you give him the keys. If he comes and says he has money and one day he'll pay you don't give him the keys, and you may get the money or not. This is the case. You have a share at your broker. You don't have a risk. If the broker gets $18 per share, you give the share. If not, your share stays yours. Totally disregard what Stratasys were saying about, "Oh, there's a risk here, there's a risk there." Not to speak about the fact that you have a judge behind us saying, "You're allowed to do it," but put that aside. The all cash purchase is, again, with deceiving information from Stratasys board, it's 38%-40% of outstanding share, and it's a premium, huge premium to where your share was when we started. Your share was $13, $12.8, $13.2, and when we started and offered $18, $19, it went up to $16 or $17, or if I remember right. You're getting a great premium that the share haven't seen for a long, long time. This special tender offer is going to expire, ladies and gentlemen, on June 26 at 11:59 P.M. We will remind you of this, of course, in the next four weeks. We want you to respond, we want you to participate, and but you won't be able to if you are going to be delayed. Closing the tender is certain, is subject to certain conditions. Most of the conditions are pretty standard. Some of them are conditions that the board of Stratasys put, like poison pill. We believe it's illegal, so we don't think this will stop us, and we'll move forward. What are we offering comparing to what are you being offered by your board, Stratasys people, Stratasys shareholder? It's really interesting. I must say that I'm quite excited because of what's happening, because actually, the shareholders of Stratasys are having the best of all worlds. One side, on the left in green, you're offering an immediate cash at a premium, 39% premium to the 60 days VWAP, the weighted average price, as of March third. March third is when we started this process, we started to offer it to the all shareholders. Unfortunately, because of the board, we can't offer it to the shareholders, now we have to offer it to 55% of the shareholders. Very nice premium. On the other side, you're being offered... Look at the bottom of the red, 41% dilution. Each percent that is owned by one of you is going to be worth tomorrow, 0.59% of the combined company. It's a vote of lack of confidence of the board in its own strategy of developing the company. They are buying almost 50%. They're losing almost 50%, 40 something, in a company that's losing cash all over, you'll see it in a second. Pay a premium to a much smaller company, even the red. Forget the fact that it's losing so much money. They're paying for a company of $200 million revenue, and Stratasys is $650 million, and almost 50/50. Move to the next slide. It describes here, what does it really mean when a board recommends to a shareholder to do a deal like this, comparing to sell their shares for $18, which is a beautiful return? It's a lack of conviction in their own plan. It's a lack of conviction in Stratasys standalone. By the way, I think I have a better conviction in what Stratasys can do standalone together with Nano, and Nano is business is, you know, $50 million-$60 million. And the fact that our money can be... We can be breakeven in no time just because we're investing in electronics as almost different division of a company. I'm convinced that Stratasys can do it without this huge dilution. The board is not convinced. It's not a merger of equals. The gross margins, which is probably the most important factor in the financial reports, in the financial performance of the company, that will lead to profitability, return on investment, earnings per share is gross margin. Much more, by the way, than revenue. Of course, revenue is important for growth, but without gross margin, look in a second, and I'll show you about the Desktop Metal, a company that grows without gross margin. Stratasys has 44% gross margin. By the way, we can make it higher, but it's 44%. It's respectable. Desktop Metal, -3%. What are we talking about here? How do you make money when you have minus 3% gross margin? Stratasys members, you're bailing out Desktop Metal. They're running out of cash after destroying over $2 billion of cash shareholder value. All this came because they were merging with a SPAC. I call them a SPAC refugee, by the way, there's about five SPAC refugees in our industry. We spoke with all of them. The only ones that we dropped out is Desktop Metal, because we thought it's the typical SPAC refugee that we should not touch because of the numbers, the red ink all over the numbers. They did 10 acquisitions in one year. I think they did 12 or 13 in a few more quarters, they never merged them, and the company is like a pile of companies. Next slide speaks about the contribution analysis of the merger. What is contributed by Stratasys, and what is contributed by Desktop Metal? Remember, ladies and gentlemen, I'm talking to you as a shareholder of Stratasys. We have invested $170 million to buy shares in cash, and we are holding it loyally for a year now, almost, and we didn't demand to replace their board, we didn't demand to replace their management. We are loyal shareholders. We never got a phone call from them over the last year. Nobody spoke with us, the largest shareholder, before we started trying to buy them. Stratasys and Desktop Metal, what is the combination? Look, revenue in Q1. Let's look at Q1. I don't care about the future projections, because as you know, every company gives projections. The future is bright, the past is dead, and the present, for me, is what matters. The present is Q1 2023. We took Q1 2023 of the combined companies and then multiply it by four. I know other quarters may be better, but we just took this quarter. We know what they did this quarter. Look at this. Stratasys revenue was $600 million, Desktop was $165 million, ratio of 78%-22%. The gross profit. Multiply by four. Stratasys is $262 million, 44%. Desktop Metal is -$5 million, -3%. There's no ratio here. There's 0%-100%. The EBITDA of Q1 multiplied by four, Desktop Metal is -$156 million. Stratasys is -$7 million. Stratasys don't publish their EBITDA. They only publish EBITDA non-GAAP and adjust it. We had to some do calculation because to understand what the EBITDA. We study Stratasys, we may be missing $1, a million dollars here or there, but it's a little bit minus. Again, not justified, but not like $160, $56. You look at it and say, those companies are merging almost at equal 50-50, 59, 49. Even their valuation on the bottom, if you look, the valuation, the enterprise value is 56-44, and the fully diluted market capitalization is the 59, 41. Mr. Stratasys, Mr. Stratasys, you are paying for a company that is less than a third of your size, that's losing hundreds of million dollars a year, projected, or at least multiply this quarter by four. You're basically mortgaging your future. It's not your future. You're mortgaging your shareholders' future. We move forward. Stratasys and Desktop Metal, a tale of two companies. Charles Dickens, A Tale of Two Cities. This is worse than A Tale of Two Cities. Look at the blue. This is Stratasys. It looks pretty impressive. Fiscal year, look at the left upper quartile, 20, 21, 22. To remind you, Stratasys started at $750 million only four or five years ago. They went down to $500 million. It's not so great, but it's a real company, guys. Stratasys is a real company. $500 million, $600 million, $650 million, with certain growth of gross margin. Look at Desktop Metal beside them. This is mostly from acquisitions. You look at graph number 2, gross margin. Stratasys steady, nicely. By the way, too low. We have a lot to speak about what we would have done and will be doing to improve gross margin, because we are focused on profits if we do the acquisition. Look at Desktop Metal, -91% gross margin. Lately in 2022, 7% gross margin. A company like Desktop Metal, which is supposedly innovating, startup, starting, should have 60% gross margin. 7%? You never make profit ever, ever. Item three, graph three, operating cash flow. Stratasys generated operating cash flow in up to 21, unfortunately. We know why, but we'll speak about it separately. They lost $75 million in cash, operating cash. Look at Desktop Metal. As they grow the top line to $200 million, they grow the bottom line to -$200 million, almost. Net cash on the balance sheet. Look at fiscal year 22, December. Desktop Metal had $77 million on the balance sheet, net of the debt. They have $120 million of convertible debt. Net $77 million. They've burned $39 million, Q1 2023. They have two quarters to live, Stratasys bailed them out. Why? The tale of two companies continues. Look at the Q1 of 2023. This is real numbers. The revenue is $149 million. The revenue of Desktop Metal is $41 million. Gross margin, not that it's not even 8% or 16%, it's -3% for Desktop Metal. If you combine those things, Stratasys is going down, and it's going to take Stratasys three years to fix it. Believe me, we spent two months in a negotiations discussion with the Desktop Metal. I can, from memory, describe to you where the numbers are going and how long it'll take to fix them. We saw the plan, and it doesn't look good. Operating cash flow, two companies together is almost above -$50 million of cash flow. The combined net cash that they have, net of debt that Desktop Metal has, is about $300 million, $320 million, losing about $50 million a quarter. That's in four quarters, is $200 million, guys. This company will never do any acquisitions and will spend the money trying to run itself to the ground. Let's go a little bit back to history to reflect. Big projections we've heard before in Desktop Metal. This is from Desktop Metal presentation to the SPAC, when they merged with the SPAC in August 2020. Look at what they projected. They. In 2022, they projected to be $166 million in revenue and zero profit, which means no loss. Go back, please, two slides. You look here, in 2022, they were not zero, they were minus. Look at number three, -$180 million. In cash, they projected to be zero, which means profit or not a loss. Back to the slide that we were before. This is the people that told you that they'll be where they'll be, and you are now merging with them. Growth that has happened to them, mostly from acquisition and loss, grew faster than the growth. Next slide. Will also give you a little bit, even though I like Stratasys very much, like their management, I don't think their board is doing good for the shareholders. Stratasys announced in 2015 there'll be $1 billion, which was announced in, based on Q4 2014 results. In Q4 2022, they announced to be $1 billion in 2026, and now, a month later, after they spoke with Desktop Metal, there'll be $1.1 billion in 2025. Guys, the market has changed. This is not where we were in 2021, early 2022. The market is moving back into profitability, return on investment. Who do you think cares if you are a $1.1 billion company when you combine with Desktop Metal and losing $200 million and something in cash? Do you think the market will care and will give you value to your shares? No. The market now wants us to be together with you and with the management coming from the combined company and merging two companies that are quarter of a mile apart, their headquarters. The amount of money we will cut and take to the bottom line, you're taking instead, a transaction with a value-destructing company like DM, spread all over the world from 10, 12 acquisitions. You spend $400 million the next three, four years just to try to fix it. The next slide is speaking a little bit about what we plan to do. I spoke about it before. I don't want to get into a lot of details, but on the left side of the slide, you see something interesting. Look what Stratasys used to be. These guys, the table is the merger of a once upon a time Stratasys and Objet. Two companies together, 270, almost $300 million, with growth of year-over-year of 30%-35%, with EBITDA of 16%-25%, with gross profit of close to 60%, with income, net income. I don't know if somebody remembers in Stratasys what is net income. Net income of 13%. Non-GAAP were a net income higher than that. Since then, guys, this was 2012, Stratasys went from $300 million to $7, and within two years, sliding back down to where it is today. Guess what? Guess who sits on the board? On the board sits people who are managing this company on those times, who did those acquisitions on the Stratasys side. Go think about it. How can they admit to their mistake? What are we going to do? Very shortly, guys, five points on the right. In the last five to 10 years, Stratasys was focusing on pumping up the top line. We're going to stop that. We're going to be focusing on gross margin. Their gross margin will never grow the way they are today, because they have a service business, which is a third of their business, a 30% gross margin. It doesn't work. It doesn't work with the machine business, it doesn't work with the material business. Something has to change there. Something has to change by the management and especially the board, stopping to think about growing the top line, 'cause that's not what's important. What's important is earning more dollars for the shareholders on a per-share basis. We will integrate our Nano growth engines. We have growth engines, guys, believe me. As I told you, we grew from five to 45 in a year and a half. Now this year, I can't tell you yet, but we'll leapfrog forward. Look at our Q1. If you wish, we release the earlier results and multiply it by four. Same thing I did for Stratasys. In our case, it comes to a very high number. My Q1, multiplied by four, is close to $60 million. We were 43 last year. You can realize we have growth engines, additive manufacturing, Additive Electronics, precision manufacturing, ceramics, metal, polymers, all organically growing for almost four years. We'll drive a successful integration, and we will leverage the go-to market of Stratasys with our products, not with our overhead. Our overhead is going to disappear because I'm going to lead it, and it's going to go down to the bottom line in few quarters of the combined company. The immediate strategic focus will be gross margin, EBITDA, and EPS. Ask me when we are going to be a $1 billion or $2 billion revenue company? My answer is, I'll be able to tell you when we're going to earn dollars per share and when our EBITDA is going to be 12%-15%. I'm not going to tell you when we're going to be $1 billion, because it's less important. It's important how much money is invested in delivering money to the bottom line. We're getting close to the end, it's the last slide, and I'm summarizing. If you look in the green, we are paying. Look at the green, yellow on the right side. JPMorgan, which is the banker of Nano, sorry, of Stratasys. Advise them on the transaction with this Desktop Metal. Set their target price for the future to be $16. For the future. We are paying today $18, and that's their advisor, the closest bank to Nano, to Stratasys, and we're paying above what they say will be the number in the future. Instead of you getting 41% diluted and waiting for what I described above, which may take, maybe you believe them, there will be $1 billion in a year and a half. They said it before, but they didn't say how much profit they'll have on $1 billion. Maybe there'll be $1 billion and lose $250 million. That's going to affect your shares. By the way, think about the arbitrage opportunity. If you really like their story, why won't you take $18 per share that we pay you now and reinvest it in Stratasys share, which will going to be $12 or $13? Buy more shares with the same cash or buy Nano Dimension shares. We are traded at two and a half dollars a share, which is one and a half dollar under our cash value. If you get $18 and buy four or five or six shares of ours, you will end up owning again, half or more of Stratasys, because we're going to own it. You have a beautiful arbitrage opportunity, the shareholders of Stratasys, and the shareholders of Nano, of course, will be happy because you will join them by buying more shares, which will affect the share price, which will affect them as having new shareholders from Stratasys together with Nano, eventually into one company. That's what I had to tell you. I'm apologizing again. It was a bit long. Usually I do a shorter presentation, and we'll open it up for questions now. We will now begin the question and answer session. To ask a question, you may press star then one on your telephone keypad. If you're using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. At this time, we will pause momentarily to assemble our roster. Our first question will come from Rick Smith, with Smith Capital. You may now go ahead. Good morning. Good morning. Gentlemen, the shareholder base is much more sophisticated than I think you give credit. We understand the dynamics here, the market just does not believe you. Look at where SSYS is trading, right? I believe the call started at 9:00 A.M. I'm not even sure there was more than 0.0 new information here. When does the tender offer expire? Twenty-sixth of June. Do you promise? What do you mean, I promise? It's published, and it's formal. You have documents in the SEC file. There are some conditions that need to be met, and assuming they will be met by June 26th. Is that correct? Yeah. Have a good day. Thanks. Our next question will come from Saul Velman with Gericare. You may now go ahead. Hi, good morning. Thank you for your presentation. My question is quite simple. You addressed the $30 million, whether it's a poison pill or otherwise, you put it in there that you're okay with it, you're gonna address it, you're gonna do what you need to do about it. I have a different question: Can that be legally waived or challenged in court based on the way it's structured? It actually looks like it was put in there. Yes. combat the Nano Dimension, tender. You're very smart, sir. The answer is, in our opinion, yes. We're going to approach it the way you suggested. Thank you. Our next question will come from Dan Reich with SAB. You may now go ahead. Hi, this is Dan Reich. I appreciate the immediate value provided to the Stratasys shareholder. However, for those holding Stratasys who believe in the long-term value creation, why would the ability for the Stratasys long holder to realize long-term value be better with this combination than versus the Desktop Metal combination? I'll tell you. I propose he will sell the share to me for $18 and immediately turn around. Since Stratasys share is going to be close to 18 when we will buy it, because the offer is the offer, will go down, I believe, because the Stratasys performance are still degraded and not good. Buy the share back when it goes down, right after the offer from 18, let's say it go back to 15. Buy it back at 15. You've got $18 a share, now you're buying more shares at 15, you believe in the long term, you're part of the long term. We're just owning 55%, we are by far the largest shareholder. We are the largest shareholder today, 55%, we are majority. In the future, we'll evolve, and hopefully we'll become larger shareholder even than 55, and this guy that believes in Stratasys will grow with us. All right. Thank you. Thank you. Our next question will come from Ryuta Makino with Gabelli Funds. You may now go ahead. Hello, thanks. Thanks for taking my question. Can you haven't really quantified much. Can you quantify the revenue flash cost synergy between Nano Dimension, Stratasys? Maybe can you also talk about your EBITDA and gross margin target by 2025? I know Stratasys is saying with the combined Desktop Metal, you know, they can get a 45%+ gross margin by 2025 and 10%-12% EBITDA target. Can you see that? Is that something you're planning on doing? Thanks. I'm sorry, sir. Something is wrong with your line. Can you just maybe increase your voice and repeat it? I'm sorry. Hello, can you hear me? I can hear you, but just, if you can shortly repeat the question? Yeah, yeah. I'll talk up. I guess just, can you quantify your revenue and cost synergy between Nano Dimension and Stratasys? Can you also talk about your EBITDA and gross margin target by 2025? I know Stratasys and Desktop Metal, they talked about a 45%+ gross margin target and 10%-12% EBITDA target by 2025. Are you able to exceed that? I don't even compare myself to what they projected. I don't believe a word in the projections, I'm not now, unfortunately, because Stratasys board did not allow me to buy the whole company and to merge the two companies. The first thing I can do after, if I am successful, we are successful in this tender, is I'm owning 55% of Stratasys, and I cannot merge the two companies. There's no... The synergies cannot be brought to bear until I will end up merging the two companies. Day one after, I will be the largest shareholder, I will replace the board with a totally new board, and I will hopefully convince the other shareholders that the next step will be merging the two companies. If that happens, then we will deliver dollars to the bottom line and to EBITDA margin. In order not to leave you out with no answer, since we already did the calculation with our bankers, both Lazard and Greenhill, when we intended to buy the whole company of Stratasys, and we offered up to $20, I can tell you that our projections led to the combined company having $170 million of EBITDA. If I remember right, and please don't catch me, it's not in front of me. If I remember right, the 171 was 2025, and will be half than that in 2024. That's if we would have done the merger when we offered it in the beginning of the year. That is assuming a 100% merger, which is not happening now. The numbers, that will be the real numbers, once the merger will happen, will be published and showed you as per the date of, full merger. Okay. just another question, just my final question. Previously you said you're gonna acquire at least 51%, now you're saying you're gonna try to take control of 53%-55%. I guess why is it exactly 53%-55%? Is there any reasoning or is this just because of, legal reasons? No, no. It's because we, there's an issue with the shares of a company when you have, outstanding shares, and then you have, for instance, shares to employees, which are vesting over time and causing more dilution, and therefore, we didn't want to take a risk of, let's say, being at 51% and then, employees, exercising their options, and then suddenly we're going below 50%. We decided to go to 55%. That covers up, even if employees are exercising on a fully diluted basis, and, it's not because of any legal issues. Okay, thank you for answering. Our next question will come from Nadav Kidron with a private investor. You may now go ahead. Thank you. Thank you, Yoav, for the explanations, which makes things much more clear. I want to understand something on the Desktop Metal side, because last week on a call, one of the analysts alluded, it sounded like they needed lifetime support as they may be running out of money by the year-end. On the other hand, they're claiming that trends are changing, and they should be breaking even by Q4. It's very important to understand where they really are, and if you can shed some light on that'll be very helpful. Yeah, I'll be happy to. Let's go into slide number. Which will answer your question. Slide number eight and nine. Nine. Here is the story. The CEO of Desktop Metal announced in Q4 of 2022 that he's cutting $100 million expenses from his overhead. Just this announcement, the share went up 15%. It didn't matter because it went down 50% a quarter later. I was sitting there in December. I saw his plan of how he's going to cut $100 million. I don't know how you cut $100 million in a company this size. The whole company is $20 million in revenue. He was convinced he's going to cut it. Meanwhile, he had, at the time, close to $150 million in cash. What happens is then? Well, first of all, he didn't cut $100 million of expenses because his negative cash in Q1 of 2023 is still $37 million. which means he's multiplied by four, is close to $160 million a year negative cash, and his cash on his balance sheet, net of his debt. Look at the slide number nine on the right side, in the bottom, $77 million. At the rate of $39 million, $37 million negative cash, he has two quarters to live, which is this quarter and next quarter. That's the reason he was such an effort to sell his company. Initially to us, we have cash that could fund it and grow in spite of the problematic Desktop Metal, but not for $800 million valuation. If you buy it for $300 million valuation, now we can allocate some cash or time of negative cash, fix it. We know how to fix it. We are turnaround executives. Instead, he wanted $800 million. We said, no. Now we have a month, a quarter, and a half to live on this run rate, and Stratasys shareholder will bail him out if this deal continues. Thank you. Thank you very much. That makes sense. Our next question will come from Fika Gross with GSM. You may now go ahead. Hi. You are offering. Thank you very much for the information and for elaborating on the proposed deal. You're offering the shareholders of Stratasys, basically, to share their self to you on a tender offer, and you're saying that you're going to oppose the merger with Desktop Metal. I know that there is a penalty in the proposed deal, in the proposed merger, that if the shareholders will not follow this, there will be a penalty of $50 million on the company. Now, the question is, are we 100% sure that Nano Dimension can actually follow through the proposed tender offer if you got the backup of the shareholders? I mean, you mentioned at the beginning that, some of the shareholders oppose to this tender offer. How do we make sure that we're not getting into a situation where, we're gonna oppose to the merger between Stratasys and Desktop Metal, on the one hand, we'll get a penalty of the $50 million, and in the same time, you won't be able to actually close on the tender offer because of the opposition from your Nano Dimension shareholders? Okay. Let me answer you. First, let me make a little bit of an order in what you discussed. First of all, the opposition of Nano Dimension shareholders, I told you, there's no opposition. The shareholders are trying to... the Canadian, trying to liquidate the company. They've been rejected by the courts. The courts approved for us to continue with the Stratasys transaction, as I mentioned in the beginning. They are out of the question, out of the loop. Second important subject you brought up is the breakup fee, which is $32 million, as much as I know. We will not have to pay the breakup fee if we don't win the tender. If we win the tender and go over 51% or 55%, well 53%-55%, theoretically, we should have to pay $30 million to Desktop Metal because we will stop the transaction for sure. These $32 million, I mentioned earlier in my presentation, could have gone to the shareholders of Stratasys by me paying another half a dollar a share. Instead, I have to pay to Desktop Metal, which will help them survive another quarter, which means until the end of the year. If I have to pay, I'll pay from my money, from... Not mine, it's Stratasys money and Stratasys shareholders' money. If I'll be able to fight it in court, I won't pay it, believe me. People who know me, I don't think this is justified. This board of directors of Stratasys basically working against its own shareholders, and I'm going to fight it as being not legal. If I win, then we'll save the $32 million for the benefit of Stratasys shareholders. Thank you. Thank you very much. Our next question will come from Katherine Thompson with Edison. You may now go ahead. Hi, good afternoon. I've got a question just about one of the conditions, the tender offer. One of the conditions is that Stratasys needs to redeem their rights plan. Could you talk about the process that you're going through to try to make that happen? Yeah. The rights plan is what's called traditionally nicknamed poison pill. Stratasys poison pill was installed by Stratasys as an Israeli company, to oppose people like us that are trying to pay to the shareholders, whatever we offering, in this case, $18, by basically creating a huge amount of shares floating into the market and not enabling us to pay the $18 and to continue the transaction. Now, we took an advisor, which is a professor for Columbia, the ex-head of the Israeli SEC. Without naming names, the court here knows him very well. A professor in Columbia since 2003, and the ex-head of the Israeli SEC, which was part of the team that wrote the Israeli corporate law, that came to court and testified as an expert witness, that this poison pill is illegal by Israeli law. The board is not allowed, without shareholders agreeing, to stop shareholders from receiving a potential offer. This is a decision for the shareholders. We think, and the court has a court conference in two weeks, which we know it's all prepared. We believe the court will make a decision that this poison pill is not illegal. That will immediately eliminate it. We will close the transaction on the 26th of June, if enough shareholders of Stratasys will tender share, the shares, 52% in total. We have 15. We have to get another 39-42 or something like that. Okay. You said two weeks time is the court hearing for that? The court hearing is between two to three weeks, and then the closing of the tender is in four weeks. Right. Okay, thank you. Thank you very much. This concludes our question and answer session. I would like to turn the conference back over to Yoav for any closing remarks. Thank you very much. First of all, thank you very much for everybody, for their patience. This was a bit longer than usual, almost an hour. I hope you will have more questions. As you know, over the last six months, I'm personally responding to questions of shareholders and now Nano Dimension shareholders, and now I'm telling the Stratasys shareholders, feel free to approach me personally or our CFO. We are devoting a lot of time to speak with shareholders, and we'll be happy to answer more questions as they come offline. Thank you very much. The conference has now concluded. Thank you for attending Nano Dimension's special tender offer for Stratasys conference call. You may now disconnect.