Shareholders Send a Strong Message by Electing Ofir Baharav and Robert (Bob) Pons Over CEO Yoav Stern and Incumbent Director Gen. Michael Garrett
Shareholders Reject Mr. Stern’s Outrageous Compensation Package Proposed by the Current Board by a Majority of Approximately 75% of Eligible Votes
Together with Israeli District Court’s Validation of the March 2023 Special Meeting, Results of 2024 AGM Finally Give Shareholders Meaningful Representation and Independent Voices in the Boardroom
Murchinson Calls Upon Nano’s Reconstituted Board to Engage in a Constructive Dialogue with its Shareholders
TORONTO, December 06, 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 according to preliminary voting results, shareholders have supported the following meaningful changes at the Company’s 2024 Annual General Meeting of Shareholders (the "AGM"):
Murchinson’s director nominees, Ofir Baharav and Robert (Bob) Pons, have won the support of shareholders by a significant majority and are elected to the Company’s Board of Directors (the "Board").
Incumbent director Gen. Michael Garrett will no longer serve on Nano’s Board. Similarly, CEO Yoav Stern has been rejected by shareholders.
As a reminder, the recent decision by the District Court for the Central District in Israel (the "Court") found that Mr. Stern was indeed removed from the Board at the special meeting in March 2023 ("2023 EGM").
Notably, this is the third general meeting at which a majority of voting shareholders removed Mr. Stern from the Board. Murchinson hopes that Mr. Stern will finally adhere to the will of the shareholders and urges him to cease seeking ways to circumvent or delay their decision.
A substantial percentage of shareholders, approximately 67%, voted in favor of Murchinson’s proposal to de-classify the Board. While the preliminary results indicate that the proposal did not achieve the required majority of 70%, Murchinson believes that this clear message from shareholders (for the second annual meeting in a row) shouldprompt the Board to proactively seek its de-classification at the next general meeting, consistent with best-in-class governance practices. The classified board is a widely regarded anti-shareholder measure, associated with lower return to shareholders and leads to poor corporate governance due to diminished accountability.
Following receipt of the AGM results and further consultation with Murchinson’s advisors, Murchinson has concluded that the Court’s ruling regarding the March 2023 EGM recognized that Nano’s Articles of Association have been amended at that meeting. As one of these amendments include a stipulation that the term of a director who has been appointed by the Board shall expire at the annual meeting following their appointment, Murchinson believes it is evidently clear that the terms of service of incumbent directors Eitan Ben-Eliahu and Georgette Mosbacher, who were appointed by the Board in April 2024 and June 2024, respectively, have expired at the AGM.
Another Article amendment that was confirmed by the Court’s decision was for the removal of directors from the Board at a simple majority (and at any general meeting). At the 2023 annual general meeting (the "2023 AGM"), which took place approximately six months after the 2023 EGM, proposals to remove incumbent directors Ron Kleinfeld and Christopher Moran from the Board have won, according to Nano’s own tabulation, the support of approximately 52.1% and 52.3% of the votes, respectively. Accordingly, Murchinson believes it is evidently clear that Ron Kleinfeld and Christopher Moran are no longer members of the Board.
We urge the Board to accept the will of shareholders and promptly implement these decisions as per their instructions. It is important to note that Murchinson’s position is that (1) the Company cannot and shall not indemnify any removed director against damages caused by such director’s actions or omissions and (2) the Company’s Directors and Officers insurance ("D&O Insurance") no longer covers those four individuals and that by acting in any capacity as Board members, those individuals expose themselves to personal financial liability. We are confident that in case a claim is ever submitted, the Company’s D&O insurance provider will see the situation in a similar manner.
Unfortunately, under the leadership of CEO and former director Mr. Stern, this Board has engaged in a plethora of obstructionist, costly legal maneuvers and novel interpretation of the law and of the Company’s own Articles of Association. We call on the Board to refrain from any further such actions and instead engage in a constructive dialogue with its shareholders. We stand ready to continue to defend shareholders’ rights and agency in court.
This turning point in Nano’s history poses a valuable opportunity for the reconstituted Board to carefully and critically examine the Company’s strategy, the merits and success of past and present acquisitions, governance practices and communication policies. We have great faith in the skills and integrity of directors Ken Traub, Dr. Josh Rosensweig, and Messrs. Pons and Baharav to turn Nano around and fix the Company’s persistently negative enterprise value, for the benefit of all shareholders.
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. 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.
