Reminds Shareholders of the Entrenchment Maneuvers and Deceptive Actions Nano Deployed Last Year to Prevent a Fair Election of Directors
Urges Nano Dimension Shareholders to Not be Misled by the Company and Refrain from Voting Until the Complete Agenda and Revised Proxy Card and VIF Are Published
Murchinson Intends to Nominate Directors and Submit Proposals to Address the Underperformance, Governance Failures and Abuse of Power Under Yoav Stern
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 the following open letter to fellow shareholders regarding the upcoming 2024 Annual General Meeting of Shareholders (the “2024 Annual Meeting”) scheduled for December 6, 2024.
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Fellow Nano Dimension Shareholders,
Murchinson, one of the largest shareholders of Nano, has been working tirelessly to effectuate shareholder-driven change at the Company over the past two years. Despite the repeated actions taken by Nano’s Board of Directors (the “Board”) to disenfranchise and prevent the voices of shareholders from being heard, we continue to believe that together, we can reverse the status quo of terrible governance and value destruction that has plagued the Company under Yoav Stern’s leadership.
Now that Nano has announced the date of the 2024 Annual Meeting, which is scheduled for December 6, 2024, we feel compelled to remind shareholders of the deceptive actions the Board employed before last year’s Annual General Meeting of Shareholders (the “2023 Annual Meeting”). As you may recall, Nano rushed to send out a voting instruction form (“VIF”) that did not include Murchinson’s director candidates, while using a false record date. This was, in our view, an entrenchment tactic employed by the Stern-led Board to confuse shareholders and make them believe the 2023 Annual Meeting would not be contested. For the avoidance of doubt, Murchinson intends to nominate independent and well-qualified candidates to be voted on at the 2024 Annual Meeting who can offer shareholders a preferable alternative.
Although we notified Nano on October 9, 2024 that we will be nominating candidates, the Board has wasted shareholder resources by publishing a proxy card that will have to be revised and refiled to reflect Murchinson’s shareholder proposals. We urge shareholders to withhold any votes until the complete updated agenda for the 2024 Annual Meeting is published and a revised proxy card and VIF that properly reflect such updated agenda and Murchinson’s shareholder proposals are distributed. We firmly believe that the only way to protect shareholders’ best interests is to install truly independent directors who are not beholden to Mr. Stern. We are confident that shareholders will agree when they have an opportunity to review our nominees’ qualifications as well as more information about the Board’s and Mr. Stern’s mishandling of Company resources and reckless destruction of value.
At present, Murchinson intends to submit proposals to:
- Nominate two director candidates as Class I directors; and
- Implement various amendments to the Company’s Articles of Association, including adding a requirement for shareholder approval of major M&A transactions.
We look forward to making our case for much-needed change in the coming days and weeks so that Nano shareholders can be fully informed before they vote to elect the Company’s directors, determine management compensation and set the governance structure. We are still in this fight, and we advise shareholders to wait to cast their vote until we have an opportunity to show them a better alternative to the status quo.
Sincerely,
Murchinson Ltd.
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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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