Court’s Decision Rejects Nano’s Shameless and Desperate Attempt to Disenfranchise Shareholders By Claiming ADS Holders Have No Rights
Murchinson is Pleased with the Court’s Ruling and Will Continue its Efforts to Improve Nano’s Broken Corporate Governance, Halt the Pattern of Hypocritical Actions and Protect All Shareholders’ Interests Through Current Proxy Contest
Murchinson Urges Nano’s Board to Comply with the Court’s Decision Immediately and Avoid Costly Legal Maneuvers or Other Attempts to Evade Implementing What Shareholders Voted For
TORONTO, November 21, 2024--(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 announced that, on November 21, 2024, the District Court for the Central District in Israel (the "Court") delivered its long-awaited decision regarding the results of the Nano special meeting held in March 2023 (the "March 2023 EGM"). The Court has fully validated the results of the March 2023 EGM.
At the March 2023 EGM, shareholders overwhelmingly supported all of Murchinson’s proposals to:
Amend the Articles of Association of Nano to allow shareholders to fill vacancies on the Board of Directors (the "Board"). This right was previously available only to the Board.
Amend the Articles of Association of Nano to allow shareholders to remove directors from the Board at any general meeting and via a simple majority. Previously, shareholders had no such right to hold directors accountable between annual meetings and could only do so with a special majority.
Remove four then-serving directors: Yoav Stern, Yoav Nissan-Cohen, Oded Gera and Igal Rotem. Notably, Mr. Rotem has since resigned from the Board, but Messrs. Stern, Nissan-Cohen and Gera continued to serve on the Board.
Install two independent and highly-qualified professionals on the Board: Kenneth Traub and Dr. Joshua Rosensweig.
The Court’s decision confirms that Mr. Traub and Dr. Rosensweig are full members of the Board, and that Messrs. Stern, Nissan-Cohen and Gera were lawfully removed from the Board at the March 2023 EGM.
Murchinson commented:
"We are pleased that the Court has validated the results of the shareholder vote that took place at the March 2023 EGM. Fellow shareholders should be reminded that Nano, at Mr. Stern’s direction, spent millions of dollars on this litigation to fight its shareholders, taking the position that holders of American Depository Shares (ADS) – which are the securities that we all own and are the only listed securities of the Company – do not have any rights. In fact, Nano went as far as claiming that the Company had only one shareholder, the ADS depository (the Bank of New York Mellon), and that the bank was the only one that had all the rights afforded to shareholders under the law. This fundamentally flawed argument and the massive legal effort and cost Murchinson was forced to take on in order to dispel it, further demonstrates what by now should be clear: Nano is run by a CEO and Board that have no regard for the rights and interests of shareholders.
We urge Nano’s Board to break its pattern of worst-in-class governance by immediately complying with the Court’s ruling and engaging in good faith to implement the decision and conduct an orderly transition of the Board seats to Mr. Traub and Dr. Rosensweig. Resorting to further costly legal maneuvers or other attempts to evade the Court decision and the clear will of shareholders would be a dereliction of the Board’s fiduciary duties to shareholders.
Unfortunately, given Nano’s track record, there remains an urgent need for independent voices in the Nano boardroom now. We call on our fellow shareholders to bring this sorely needed change to fruition by supporting our proposals and highly-qualified nominees at the upcoming annual general meeting scheduled for December 6, 2024. Together, we can save Nano Dimension."
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.
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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.
