Murchinson Issues Presentation Detailing Urgent Need for Boardroom Change in Order to Save Nano Dimension

Rhea-AI Summary

Murchinson , holding approximately 7.1% of Nano Dimension shares, has issued a presentation highlighting urgent concerns about the company's performance and governance. The presentation reveals that since CEO Yoav Stern's appointment in 2019, Nano's enterprise value has declined 120%, with the stock trading below cash value for three years. The company has shown a -30.3% shareholder return since Murchinson's initial director nomination. Key issues include failed acquisition strategies, poor corporate governance, and questionable management decisions. Murchinson is proposing two independent directors, Ofir Baharav and Robert Pons, for election at the December 2024 Annual Meeting to address these concerns.

Positive

• Company holds $1 billion in cash and marketable securities at start of 2024

Negative

• Enterprise value declined 120% since September 2019
• Stock trading below cash value for past three years
• -30.3% total shareholder return since Murchinson's initial nomination
• Failed acquisition strategy with no revenue growth or operating synergies
• On track to spend $400M on potentially overvalued acquisitions
• Risk of bankruptcy by 2027 if current trajectory continues

Insights

Financial Analyst

This activist investor campaign represents a significant challenge to Nano Dimension's current leadership and strategy. The key concerns highlighted paint a troubling picture: $1 billion in cash at the start of 2024, with $400 million potentially being spent on questionable acquisitions, alongside a 120% enterprise value decline since 2019 and a 30.3% negative return since Murchinson's initial involvement.

The 'consolidation-without-integration' strategy has failed to generate meaningful returns or synergies. Trading below cash value for three years suggests severe market skepticism about management's ability to create value. The possibility of bankruptcy by 2027, given the current cash burn rate and failed M&A strategy, represents an existential threat to shareholder value.

The upcoming shareholder vote on December 6, 2024, could be a pivotal moment for NNDM's future. With Murchinson holding a 7.1% stake, their proposed board changes could significantly impact the company's strategic direction and capital allocation practices.

Corporate Governance Expert

The governance issues at Nano Dimension are severe and systemic. The combination of a classified board structure, management-friendly compensation policies and aggressive legal actions against shareholders represents a concerning pattern of entrenchment and misalignment with shareholder interests.

The alleged connections to sanctioned Russian oligarchs raise serious compliance and reputational risks. The proposed independent directors, Baharav and Pons, could potentially improve board oversight and independence, particularly important given the company's substantial cash position and acquisition strategy.

The 30.3% negative return since Murchinson's initial involvement suggests the market supports the need for governance reform. The upcoming vote represents a critical opportunity for shareholders to address these governance deficiencies.

Change is Needed Now to Address Nano’s Ongoing Value Destruction, Dilutive M&A, Misallocation of Capital and Worst-in-Class Corporate Governance

Urges Shareholders to Support Murchinson’s Proposals and Elect Ideally Qualified Nominees Ofir Baharav and Robert Pons at the 2024 Annual Meeting

Shareholders Can View and Download the Presentation Here

TORONTO--(BUSINESS WIRE)-- Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, “Murchinson” or “we”), a significant shareholder with approximately 7.1% of the outstanding shares of Nano Dimension Ltd. (NASDAQ: NNDM) (“Nano” or the “Company”), today issued a presentation detailing the urgent need for change in Nano’s boardroom. Murchinson is seeking to elect two highly qualified and independent director candidates to the Company’s Board of Directors (the “Board”) at the 2024 Annual General Meeting of Shareholders scheduled for December 6, 2024.

The presentation highlights the following:

• Since Yoav Stern became CEO in September of 2019, Nano’s enterprise value has declined 120%, and the Company has been trading below the value of its cash for the past three years.

• Since Murchinson disclosed its intent to nominate directors at the 2023 annual general meeting, Nano has delivered a dismal total shareholder return of -30.3%.

• Nano’s “consolidation-without-integration” capital allocation strategy has produced a string of acquisitions, but no revenue growth, no operating synergies and no ROI.

• The Company’s corporate governance is broken, as evidenced by a Board that prioritizes management’s interests over those of shareholders (particularly when it comes to compensation), maintains a classified board structure, and has repeatedly resorted to attacking and suing its own shareholders instead of addressing legitimate critiques and ongoing concerns.

• According to recent media coverage, questionable connections exist between Nano’s leadership and affiliates of a sanctioned Russian oligarch, further calling into question the Board’s judgment and governance.

• Nano started 2024 with $1 billion in cash and marketable securities and is on course to spend over $400 million acquiring failing companies at inflated prices despite a track record of failed integration – if shareholders do not change the Board now, the Company will likely be worth substantially less by the next shareholder meeting with the possibility of bankruptcy in 2027.

• Murchinson’s director candidates – Ofir Baharav and Robert Pons – are unquestionably independent and possess the right industry expertise, turnaround experience and ability to stand up to management that is sorely lacking on the current Board.

Murchinson encourages shareholders to review its presentation and to vote by November 27^th to ensure their votes are counted. For information on how to vote for Murchinson’s nominees, visit www.SaveNanoDimension.com.

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. In addition, the information contained herein is being publicly disclosed without prejudice and shall not be construed to prejudice any of Murchinson’s rights, demands, grounds and/or remedies under any contract and/or law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241112391576/en/

Okapi Partners LLC

Bruce Goldfarb / Chuck Garske

212-297-0720

info@okapipartners.com

Longacre Square Partners

Ashley Areopagita

murchinson@longacresquare.com

Source: Murchinson Ltd.

FAQ

What is Murchinson's ownership stake in Nano Dimension (NNDM)?

Murchinson holds approximately 7.1% of Nano Dimension's outstanding shares.

How much has NNDM's enterprise value declined since September 2019?

Nano Dimension's enterprise value has declined 120% since CEO Yoav Stern took over in September 2019.

When is Nano Dimension's (NNDM) 2024 Annual General Meeting?

The 2024 Annual General Meeting is scheduled for December 6, 2024.

What is NNDM's cash position at the start of 2024?

Nano Dimension started 2024 with $1 billion in cash and marketable securities.