ISS, Glass Lewis and Egan-Jones Each Conclude Shareholders Should Oppose the Election of CEO Yoav Stern to the Board, Reject Mr. Stern’s Compensation Package and Support Murchinson’s Proposal to Declassify the Board
Proxy Advisory Firms Highlight Nano’s Negative Enterprise Value, Rapidly Dwindling Cash, Disregard for Shareholders and Corporate Governance Failures as Rationale for Urgent Change
Murchinson Encourages All Shareholders to Vote TODAY For Both of its Independent, Highly Qualified Nominees, Ofir Baharav and Robert Pons
TORONTO, November 26, 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 all three independent proxy advisory firms – Institutional Shareholder Services Inc. ("ISS"), Glass, Lewis & Co. ("Glass Lewis"), and Egan-Jones Ratings Company ("Egan-Jones") – have now recommended that Nano shareholders support further boardroom change at the Company’s 2024 Annual General Meeting of Shareholders (the "Annual Meeting"), scheduled for December 6, 2024. Notably, all three proxy advisory firms recommend shareholders vote against the election of CEO Yoav Stern to the Board of Directors (the "Board") as well as reject Mr. Stern’s proposed compensation package.
Murchinson stated:
"The recommendation from all three independent proxy advisory firms that further change is needed at Nano – and specifically that CEO Yoav Stern does not have a place in the boardroom – validates our multi-year campaign. Nano’s negative enterprise value, stagnant share price, misguided M&A strategy and inability to grow revenue or deliver synergies on past acquisitions are all evidence of a Board that does not hold management accountable and cannot be trusted to preserve shareholder value without the addition of more independent voices. Notably, General Michael Garrett has apparently not taken any actions to address these issues since he joined the Board more than a year ago and did not even participate in the Company’s engagement meetings with the proxy advisors. We are confident that in order to ensure there is real independence on the Board and that the status quo does not continue, shareholders must vote for both our nominees – Ofir Baharav and Robert Pons – who are ideally suited to address the issues holding Nano back from reaching its full value creation potential."
In its report, ISS concluded that further boardroom change is needed:1
"The track record to date does not inspire confidence, nor does the failure to receive market validation. Coupled with ongoing corporate governance deficiencies, and concerns about the willingness and ability of board leadership to effectively oversee management, it is clear that additional board change is necessary."
"…there is an elevated possibility both dissident directors are elected due to the nature and extent of NNDM's deficiencies, particularly with corporate governance…"
"…although the board was reshaped after the September 2023 AGM, it continued to be dominated by the legacy directors (alongside Stern), and it continued to support concerning corporate governance. With that said, the addition of the two dissident nominees, and the departure of Stern, did not address all critical issues."
"…it is clear that additional board change is necessary to ensure effective and independent oversight of management during the joint integration of DM and MKFG, which will be the next decisive challenge for NNDM, and to ensure that future capital allocation decisions align with the best interests of shareholders."
Regarding Nano’s failed capital allocation and M&A strategy, ISS noted:
"The fact of the matter is that NNDM is in the fourth year of the acquisition strategy, and all past acquisitions should be fully integrated, yet NNDM remains unprofitable. This is concerning in itself, but is also troubling because of the challenge that lies ahead with the DM and MKFG acquisitions."
"Ultimately, the inability to translate past integration efforts into the TSR performance expected by shareholders creates concerns about the ability to successfully do so with DM and MKFG, which will be the largest acquisitions in company history."
"NNDM's track record with smaller acquisitions does not necessarily inspire confidence, and ongoing concerns with valuation since announcement of the deals suggests that the market is skeptical as well."
"NNDM first began trading at a negative enterprise value in October 2021. Since then, NNDM has also consistently traded at a discount to cash value. These are troubling facts, because the implication is that at no point in the past three years has the market expected NNDM's strategy to deliver value."
Regarding Nano’s worst-in-class corporate governance, ISS noted:
"Similarly, the board is recommending that shareholders vote against the dissident's proposal to declassify. The decision to contest such an important corporate governance improvement is unacceptable, and amounts to evidence of an ongoing disconnect with shareholders."
"…before his removal was confirmed by the Israeli court, Stern served on the board for over three years, and served as chair from May 2021 to September 2023, without once standing as a nominee before shareholders at a meeting called by the board."
"Notwithstanding the potential for an appeal, [the Israeli litigation] outcome is incontrovertible evidence that the board attempted to circumvent the will of shareholders…"
"…the engagement between ISS and NNDM was led by Stern…The lack of participation by new directors, such as Garrett, does little to address the perception that NNDM may be unwilling to fully break from the past…"
"…there is strong evidence that [the legacy directors] cannot be trusted to fully support the best interests of shareholders. This cohort, which continues to dominate the board's leadership positions, has been party to a litany of corporate governance failures, and the Israeli court's ruling confirms that its members are comfortable disenfranchising shareholders."
In its report, Egan-Jones concluded that:2
"Despite a series of acquisitions since 2021, Nano Dimension’s enterprise value has significantly declined. The Company’s negative enterprise value and persistent underperformance are alarming."
"In our view, the dilutive impact of these acquisitions, combined with the current Board’s lack of strategic direction, has led to the depletion of the Company’s cash reserves and a challenging position within the struggling 3D printing industry."
"At this critical juncture, we believe that fresh perspectives are necessary to execute strategies that will drive value creation rather than continue with the status quo of cash depletion."
"The election of Murchinson’s nominees, Pons and Baharav, would bring the necessary strategic insight and corporate governance improvements to help Nano Dimension overcome its current challenges and unlock shareholder value."
In its report, Glass Lewis concluded that:3
"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."
"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."
"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."
Murchinson encourages shareholders to 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.
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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 ISS was neither sought nor obtained. 2 Permission to quote from Egan-Jones was neither sought nor obtained. 3 Permission to quote from Glass Lewis was neither sought nor obtained.
