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Murchinson Urges Nano Dimension Shareholders to Support the Urgent Case for Change at Upcoming Special Meeting
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Murchinson Ltd., holding approximately 5.2% of Nano Dimension Ltd. (NNDM)'s shares, emphasizes the need for shareholder engagement at the Special Meeting on March 20, 2023. The company criticizes the current board led by Yoav Stern for attempting to issue over 50 million new shares, raising concerns about potential shareholder dilution. Murchinson argues that the board is undermining the meeting's legitimacy and blocking shareholder voting rights. It advocates for the election of two independent nominees to enhance corporate governance and accountability, citing prior shareholder opposition to the board's self-serving proposals.
Positive
Murchinson is advocating for independent board members to improve governance.
The Special Meeting provides a platform for shareholders to voice their concerns.
Negative
The current board aims to issue over 50 million shares, potentially diluting existing shareholders.
The board's actions may undermine shareholder rights and voting legitimacy.
Meeting Will Be Held on March 20, 2023 and Will Provide Shareholders the Opportunity to Vote on the Removal of Four Legacy Directors and the Appointment of Two New Truly Independent Nominees
Believes the Stern-Controlled Board Plans to Significantly Dilute Shareholders by Issuing More Than 50 Million Shares and Options
Questions Why the Current Board is Fighting So Hard to “Warn” Against Voting and Encourages Shareholders to Make Their Voices Heard
TORONTO--(BUSINESS WIRE)--
Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, “Murchinson” or “we”), the largest shareholder with approximately 5.2% of the outstanding shares of Nano Dimension Ltd. (NASDAQ: NNDM) (“Nano Dimension” or the “Company”), today issued a statement regarding the importance of shareholders voting at the upcoming Special General Meeting of Shareholders (the “Special Meeting”), in spite of the myriad efforts by Nano Dimension’s current Board of Directors (the “Board”) to undermine the meeting:
“Since the moment we exercised our legal right as shareholders to call the upcoming Special Meeting, the Yoav Stern-led Board of Nano Dimension has consistently sought to sabotage it and prevent shareholders’ voices from being heard – including by disseminating false and highly misleading statements while seeking to deflect the discussion and maintain the status quo. The Board’s framing of the Special Meeting as another step in a hostile takeover attempt that will allow Murchinson to somehow secure a windfall at shareholders’ expense is demonstrably untrue. Instead, it is apparent that the Board’s adamant refusal to acknowledge the validity of the Special Meeting – which was lawfully called – proves why enhanced corporate governance and proper oversight are required at Nano Dimension. In our view, the brazen attempt to subvert the legal process by calling the Special Meeting illegal is only the latest piece of evidence demonstrating the need for urgent change at the board level of the Company.
The most recent – and perhaps most disturbing – maneuver undertaken by Mr. Stern and the Board has been their willingness to harm current shareholders by attempting to issue millions of new shares to “friendly” hands. We have previously stated that the Company’s justifications for the filing of its registration statement that covers nearly 52 million new shares – allegedly to be used for employee retention under the “Employee Stock Option Plan” (the “ESOP”) – are very concerning, especially given the timing. Shareholders should recall that the ESOP provides that the Board has total discretion over the size, timing and terms of any stock or options awards. This includes the authority to retroactively change terms of awards given in the past. In other words, the Stern-led Board is effectively able to issue tens of millions of shares (and up to 20% of the current outstanding equity) to anyone they wish, and without any vesting period.
In December, the Board tried to remove itself from the consequences of its own actions and gift Mr. Stern tens of millions of dollars by reducing the exercise price of 27.7 million warrants owned by Mr. Stern to approximately $2 below the cashvalue of the Company. Although the Board attempted to downplay the extent of its defeat by simply saying that the proposals were “rejected” at the December Special Meeting called by the Company, you should be aware that when removing the votes of Mr. Stern, sitting directors and other holders who stood to gain from the proposals, nearly 90%of shareholders voted against the Company’s proposals.
After supporting such self-serving actions, it is unclear to us how the Board can still credibly suggest it is acting in shareholders’ best interests. In fact, Mr. Stern and the Board are now telling shareholders that they “are warned” against making their voices heard at the upcoming Special Meeting. We believe that if the Board truly cared about what was best for the Company, it would not try to prevent Murchinson from making shareholders aware of the Special Meeting and threatening shareholders from exercising their right to vote.
Change is urgently needed at Nano Dimension, and the two highly-qualified, truly independent nominees that Murchinson has put forward are committed to ensuring that happens. We believe this is the only way all shareholders can be protected against the questionable motivations and harmful actions of the Stern-led Board. Despite the Company’s misleading attempts to paint the Special Meeting as illegal, it will continue as planned. The Company cannot be both the one opposing the Special Meeting and the one deciding whether it is legitimate or not.”
As a reminder, Murchinson previously announced that a Special Meeting will be held at the offices of its 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. The record date for the Meeting is February 20, 2023. Murchinson has also filed a Notice of the Meeting and Related Proxy Materials for the Meeting with the U.S. Securities and Exchange Commission (“SEC”). If you have any questions about voting or need assistance, please contact our proxy solicitor, Okapi Partners LLC, at (212) 297-0270 or toll free at (844) 202-7428.
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 exhibits to the Schedule 13D amendment we filed 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: www.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.
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.
