Murchinson Announces Special General Meeting of Nano Dimension Shareholders

Rhea-AI Summary

Murchinson Ltd. has called a Special General Meeting for March 20, 2023, to address shareholder concerns after Nano Dimension's refusal to convene a meeting. Murchinson holds 5.2% of the shares and aims to replace four current directors, including CEO Yoav Stern, with two independent nominees, Ken Traub and Dr. Joshua Rosensweig. The agenda includes amendments to the Articles of Association to empower shareholders in director appointments and removals. The record date for voting is February 17, 2023, with proxy materials filed with the SEC.

Positive

• Murchinson seeks to enhance corporate governance by appointing independent directors.
• Meeting provides a platform for shareholder voices to be heard.

Negative

• Nano Dimension's board has been criticized for poor governance and capital allocation.
• Share price declines attributed to current board's actions.

Files Notice of Meeting to Be Held on March 20, 2023 in Response to Nano Dimension’s Refusal to Convene the Meeting and Allow the Voices of Shareholders to Be Heard

Meeting Will Provide Shareholders an Opportunity to Vote On Resolutions Proposed by Murchinson – Including the Removal of Four Current Directors and the Appointment of Two New Independent Nominees

TORONTO--(BUSINESS WIRE)-- Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, “Murchinson” or “we”), which holds approximately 5.2% of the outstanding shares of Nano Dimension Ltd. (NASDAQ: NNDM) (“Nano Dimension” or the “Company”), today announced that a Special General Meeting of Shareholders of the Company (the “Meeting”) will be held at the offices of Murchinson’s outside Israeli counsel, Goldfarb Seligman, Law Offices, at Ampa Tower, 98 Yigal Alon Street, Tel Aviv 6789141, Israel, on Monday, March 20, 2023, at 16:00, Israel time.¹ The record date for the Meeting is February 17, 2023. Murchinson also announced today that it has filed a Notice of the Meeting and Related Proxy Materials for the Meeting with the U.S. Securities and Exchange Commission (the “SEC”). In connection with the convening of the Meeting, Murchinson issued the following statement:

“Shareholders deserve to have their voices heard, which is why we have taken the action to call this Meeting. The unwillingness of the Stern-led Board to act on our lawful special meeting request further demonstrates that urgent change is needed at Nano Dimension. We believe the Company’s refusal to engage with us in a constructive dialogue for the sake of the Company and all of its shareholders – or, at the very least, respect our rights as its largest shareholder – is reflective of a deep-seated penchant for entrenchment that has contributed to the significant share price declines, poor capital allocation and terrible corporate governance that has defined Mr. Stern’s tenure.

We believe the only way to ensure a better path forward for the Company and its shareholders is with a reshaping of the Board. By adding two highly qualified, independent nominees Ken Traub and Dr. Joshua Rosensweig – while removing four directors from the current Stern-led Board – we believe Nano Dimension will be better positioned to finally realize its potential and create value for all shareholders. We look forward to continuing to make our case to our fellow shareholders in advance of the Meeting.”

As set forth in the Notice and Proxy Statement for the Meeting, which is available for viewing at SaveNanoDimension.com, the agenda of the Meeting will be as follows:

1. To amend and restate Article 41 (Continuing Directors in the Event of Vacancies) of the Company’s Amended and Restated Articles of Association (the “Articles of Association”), to allow shareholders to fill vacancies on the Board of Directors of the Company (the “Board”) at a general meeting of shareholders of the Company;
2. To amend and restate clause (f) of Article 42 (Vacation of Office) of the Articles of Association to allow shareholders to remove directors by a simple majority at a general meeting of shareholders of the Company;
3. To remove four current directors of the Company: Yoav Stern, the Company’s Chief Executive Officer and Chairman of the Board, Oded Gera, Igal Rotem and Dr. Yoav Nissan-Cohen, in addition to any and all new directors appointed by the Board (if any) following December 19, 2022 and until the conclusion of the Meeting; and
4. To appoint two director nominees: Mr. Kenneth H. Traub and Dr. Joshua Rosensweig, to serve as directors of the Company.

Additional Information and Where to Find It

In connection with the Meeting, Murchinson will make available to the Company’s shareholders of record a proxy statement describing the various proposals to be voted upon at the Meeting, along with a proxy card or voting instruction form enabling them to indicate their vote on each matter. Murchinson has also furnished copies of the proxy statement, the proxy card and voting instruction form to the SEC as an exhibit to the Schedule 13D amendment we filed today with the SEC, which may be obtained for free from the SEC’s website at www.sec.gov, as well as at the following website: SaveNanoDimension.com.

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About Murchinson

Founded in 2012 and based in Toronto, Canada, Murchinson is an alternative asset management firm that serves institutional investors, family offices and qualified clients. The firm has extensive experience capturing the best returning opportunities across global markets. Murchinson’s multi-strategy approach allows it to execute investments at all points in the market cycle with fluid allocation between strategies. Our team targets corporate action, distressed investing, private equity and structured finance situations, leveraging its broad market experience with a variety of specialized products and sophisticated hedging techniques to deliver alpha within a risk-averse mandate. Learn more at www.murchinsonltd.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward‐looking, and the use of any of the words “anticipates”, “believes”, “expects”, “intends”, “plans”, “will”, “would”, and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of Murchinson and currently available information. Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Murchinson undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.

Disclaimer

The information contained or referenced herein is for information purposes only in order to provide the views of Murchinson and the matters which Murchinson believes to be of concern to shareholders described herein. The information is not tailored to specific investment objections, the financial situations, suitability, or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and opinions of Murchinson, whose opinions may change at any time and which are based on analyses of Murchinson and its advisors.

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¹ On January 22, 2023, Murchinson requested the Board of Directors of Nano Dimension to convene a special general meeting of shareholders in accordance with Section 63(b)(2) of the Israeli Companies Law, no later than February 12, 2023. Since the Company has not timely convened the Meeting, the Meeting is convened by us in accordance with Section 64 of the Companies Law. For additional details, see the Proxy Statement.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230213005222/en/

Media Contact:

Longacre Square Partners

Greg Marose / Dan Zacchei, 646-386-0091

gmarose@longacresquare.com / dzacchei@longacresquare.com

Investor Contact:

Okapi Partners LLC

Bruce Goldfarb / Chuck Garske / Teresa Huang, 212-297-0720

info@okapipartners.com

Source: Murchinson Ltd.

FAQ

What is the date of the Special General Meeting for NNDM shareholders?

The Special General Meeting for shareholders of Nano Dimension (NNDM) is scheduled for March 20, 2023.

Who proposed the removal of directors for NNDM?

Murchinson Ltd. proposed the removal of four directors from Nano Dimension.

What percentage of shares does Murchinson hold in NNDM?

Murchinson holds approximately 5.2% of the outstanding shares of Nano Dimension (NNDM).

What changes are being proposed for NNDM's board of directors?

Murchinson proposes to remove four directors and appoint two new independent nominees, Ken Traub and Dr. Joshua Rosensweig.

What is the record date for voting at the NNDM Special General Meeting?

The record date for voting is February 17, 2023.