Glass Lewis States That Shareholders Should View Current Proxy Contest as a "One-Sided Affair" and That There is "Considerable and Persuasive Cause" For Investors to Support Further Change
Concludes That Murchinson’s Nominees Are "Credible and Independent" and Would be "Well Suited to Representing Shareholder Interests and Addressing Nano’s Extensive and Long-Standing Performance and Corporate Governance Issues"
Recommends Shareholders Also Reject CEO Yoav Stern’s Compensation Package and Support Murchinson’s Proposal to Declassify Board
TORONTO, November 24, 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 one of the leading independent proxy advisory firms, Glass, Lewis & Co. ("Glass Lewis"), has recommended shareholders vote FOR Murchinson’s highly qualified and independent nominees – Ofir Baharav and Robert Pons – for election to the Board of Directors (the "Board") at the Company’s Annual General Meeting of Shareholders (the "Annual Meeting") scheduled for December 6, 2024. Glass Lewis has also recommended that shareholders reject CEO Yoav Stern’s compensation package and support Murchinson’s proposal to declassify the Board.
In its report1, Glass Lewis concluded that:
"Largely consistent with our prior coverage of Nano, our current review suggests unaffiliated shareholders retain ample cause to view this redux tilt as a relatively one-sided affair."
"Indeed, we believe there remains a lengthy assortment of performance and oversight concerns at Nano, and would draw further attention to the fact that a recent court ruling firmly and discouragingly establishes that the existing board invested considerable time and shareholder capital fighting previously proposed changes otherwise heavily supported by Nano’s investors."
"These conditions leave us with the strong impression that shareholders would not be well served endorsing Nano’s nominees, particularly given the presence of alternate candidates which, Nano’s claims to the contrary, appear both credible and suitably independent."
Regarding Nano’s failed capital allocation and M&A strategy, Glass Lewis noted:
"Nano's limited structural transparency… results in poor visibility for investors and ambiguity around management's ability to effectively execute on a cornerstone of its stated strategy."
"…Nano's core, revenue-positive acquisitions … have ultimately performed worse under Nano's ownership, which outcome would work directly against management's broadly framed narrative around compelling growth and successful integration."
"Given Nano's questionably effective, functionally opaque integration of multiple firms which appear to have been in substantially better condition than DMI and Markforged … we believe there is considerable cause for concern regarding Nano's implied ability to effectively navigate a complex, multifarious amalgamation."
"…there appears to be a strong argument to suggest the market persistently attributes no value to the Company's core operations and presently anticipates that Nano's remaining cash will be deployed in a value destructive manner."
Regarding Nano’s worst-in-class corporate governance, Glass Lewis noted:
"No independent board members … were on the call, nor is it immediately clear that any such members were invited to participate … it ultimately does very little to offset the notion that Nano's corporate governance architecture and currently promulgated operational narratives ultimately orbit the preferences of Mr. Stern."
"Taken collectively, then, we do not believe investors have particularly persuasive cause to conclude intervening augmentations noted by Nano - many of which seem to hew toward box ticking/optics management, and none of which address the board's long-standing and ultimately failed effort to head-off meaningful change heavily endorsed by Nano investors - clearly portend any truly durable shift in the Company's generally suboptimal corporate governance mechanics."
"…we consider Nano's compensation policy and contemplated revisions to Mr. Stern's compensation as CEO both warrant opposition from Nano investors, noting clear concerns with the Company's predilection for ambiguous performance benchmarks and outsized pay/awards."
"The board fails to address the overtly poor optics of Mr. Stern acquiring 2.1 million Nano shares between May 15, 2023 and May 25, 2023 - just three months after Nano initiated a prior US$100 buyback process - and then vacating the entirety of that position just two months later … during the height of Nano's repurchase program..."
Regarding Murchinson’s qualified nominees:
"…we believe there is sufficient cause to conclude Mr. Pons' appointment would be beneficial here, particularly as the board continues to struggle mightily with basic governance and structural transparency."
"Given Mr. Baharav's clear familiarity with the Company and his prospective ability to encourage greater board-level scrutiny of Nano's capital allocation agenda, we consider Mr. Baharav's election appears reasonably likely to represent a favorable change relative to the status quo."
"We take this position emphasizing our belief that Murchinson has nominated two credible, independent candidates we consider well suited to representing shareholders' interests and addressing Nano's extensive and long-standing performance and corporate governance issues."
Regarding the recent Israeli Court decision and its implications on the current proxy contest, Glass Lewis noted:
"While we believe the foregoing development ultimately represents a favorable turn for investors and a fundamental validation of the shareholder franchise … bearing in mind the possibility of a further legal appeal by Nano, we share Murchinson's view that there remains sound cause for shareholders to support the election of additional independent board members at this time."
"First, as it relates to proforma board composition, we would emphasize the evident: the Dissident has nominated just two candidates among what we expect would be ten total seats … an outcome which necessarily precludes any unilateral action by Murchinson's current or prior nominees."
"Murchinson has not expressed a desire for Nano to be dismantled or liquidated, would be in no position to unilaterally advance such a concept and has not, in any case, nominated any employees or affiliates to the Nano board."
Murchinson encourages shareholders to follow the above Glass Lewis recommendations and vote by November 27th to ensure their votes are counted. Information on how to vote for Murchinson’s nominees is available at www.SaveNanoDimension.com/how-to-vote.
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. 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.
1 Permission to quote from Glass Lewis was neither sought nor obtained.
