Nano Dimension Renews its Limited Duration Rights Plan
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Insights
The adoption of a shareholder rights plan, commonly referred to as a 'poison pill', is a significant strategic move for Nano Dimension. This defensive mechanism is typically implemented to deter hostile takeovers by making it more expensive or dilutive for an acquirer to obtain a controlling stake. The plan does this by allowing existing shareholders to purchase additional shares at a discount, effectively diluting the potential acquirer's stake.
From a financial perspective, the rights plan can have mixed implications. On one hand, it may reassure investors that the management is safeguarding the company's autonomy and strategic vision. On the other hand, it could be perceived as a signal that the company is vulnerable to takeover attempts, which may cause speculative trading. Additionally, it may deter not only hostile takeovers but also limit the company's attractiveness to potential friendly acquirers or investors who seek significant influence.
Investors should monitor the company's performance and market reaction closely. If the rights plan is perceived as a barrier to value creation, it could negatively impact the stock price. Conversely, if investors see it as a protective measure that aligns with the company's growth plans, it could be viewed favorably.
The implementation of a rights plan reflects on the company's corporate governance practices. It indicates that the board is actively involved in shaping the company's defensive strategies against potential takeover threats. For stakeholders, the plan's limited duration is a key factor to consider. It suggests that the board is sensitive to shareholder rights and is not seeking to entrench itself indefinitely.
However, it is crucial to evaluate whether the rights plan aligns with the long-term interests of shareholders. The plan should not be used as a tool to protect management at the expense of shareholder value. Effective communication between the board and shareholders is essential to ensure that the rights plan is understood as a measure to enhance shareholder value rather than as a mere entrenchment strategy.
It is also important to consider the plan's terms and triggers, as these will determine its activation and potential impact on shareholder value. Shareholders should seek clarity on the specific conditions under which the rights plan would come into effect.
In the context of the Additively Manufactured Electronics (AME) and Additive Manufacturing (AM) 3D printing industry, the adoption of a rights plan by Nano Dimension could be a strategic move to maintain competitive advantage. The AME and AM sectors are rapidly evolving, with frequent technological advancements and potential for consolidation.
By implementing a rights plan, Nano Dimension may be aiming to protect its proprietary technology and market position from competitors or larger entities looking to consolidate their presence in this space. The company's desire to ensure that shareholders can realize the full potential value of their investment suggests that Nano Dimension may have strategic developments in the pipeline that could enhance its market standing and competitive edge.
It's important for investors to assess the company's innovation trajectory and market growth potential when considering the implications of the rights plan. If the company is poised for significant technological breakthroughs or market expansion, the rights plan could be instrumental in safeguarding its strategic path and future market share.
The Rights Plan, Which is Effectively a Continuation of the Rights Plan Adopted Last Year, is Intended to Protect ADS Holder Interests
Waltham, Mass., Jan. 25, 2024 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension”, “Nano”, or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printing solutions, today announced that its Board of Directors (“Board”) has unanimously adopted a limited duration ADS holder rights plan (the “Rights Plan”).
The adoption of the Rights Plan is intended to protect the long-term interests of Nano Dimension and all Nano Dimension’s ADS holders and enable them to realize the full potential value of their investment in the Company. The Rights Plan is designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over Nano Dimension.
The Rights Plan is not intended to prevent or interfere with any action with respect to Nano Dimension that the Board determines to be in the best interests of the Company. Instead, it will position the Board to fulfill its fiduciary duties on behalf of the Company by ensuring that the Board has sufficient time to make informed judgments about any attempts to control or significantly influence Nano Dimension. The Rights Plan will encourage anyone seeking to gain a significant interest in Nano Dimension to negotiate directly with the Board prior to attempting to control or significantly influence the Company.
The Rights Plan is effectively a continuation of a similar rights plan that was entered on January 27th, 2023 and expires on January 29th, 2024 and is similar to those adopted by other publicly traded companies. Pursuant to the Rights Plan, Nano Dimension will issue one special purchase right for every one ADS outstanding at the close of business on February 5th, 2024. Each right will allow its holder to purchase from Nano Dimension one-half of one (0.5) ADS, at a purchase price of
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficient precision additive electronics and manufacturing – by delivering solutions that convert digital designs to electronic or mechanical devices - on demand, anytime, anywhere.
Nano Dimension’s strategy is driven by the application of deep learning based AI to drive improvements in manufacturing capabilities by using self-learning & self-improving systems, along with the management of a distributed manufacturing network via the cloud.
Nano Dimension has served and continues to serve over 2,000 customers across vertical target markets such as aerospace & defense, advanced automotive, high-tech industrial, specialty medical technology, R&D and academia. The company designs and makes Additive Electronics and Additive Manufacturing 3D printing machines and consumable materials. Additive Electronics are manufacturing machines that enable the design and development of High-Performance-Electronic-Devices (Hi-PED®s). Additive Manufacturing includes manufacturing solutions for production of metal, ceramic, and specialty polymers based applications - from millimeters to several centimeters in size with micron precision.
Through the integration of its portfolio of products, Nano Dimension is offering the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmental footprint, and design-for-manufacturing capabilities, which is all unleashed with the limitless possibilities of additive manufacturing.
For more information, please visit www.nano-di.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Nano Dimension is using forward-looking statements in this press release when it discusses: the intention of the Rights Plan to protect the long-term interest of Nano Dimension and its ADS holders and enable them to realize the full potential value of their investment in the Company; the record date and expiration date of the Rights Plan; that the Rights Plan will encourage anyone seeking to gain a significant interest in Nano Dimension to negotiate directly with the Board prior to attempting to control or significantly influence the Company; and the exercisability of the rights under the Rights Plan. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties. Actual results, performance, or achievements of Nano Dimension could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano Dimension’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 30, 2023, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano Dimension undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Nano Dimension is not responsible for the contents of third-party websites.
NANO DIMENSION INVESTOR RELATIONS CONTACT
Investor Relations | ir@nano-di.com
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