Believes a Rushed Acquisition Would Occur for an Improper Purpose
Fears the Stern-Controlled Board May Want to Place Shares in Friendly Hands, Waste More of Shareholders’ Cash, or Both, in Light of a Potential Shareholder Vote
Reinforces Board Change is Urgently Needed Given Massive Value Destruction, Corporate Governance Failings and Capital Allocation Missteps Under Current Leadership
Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, “Murchinson” or “we”), which holds approximately 5.1% of the outstanding shares of Nano Dimension Ltd. (NASDAQ: NNDM) (“Nano Dimension” or the “Company”), today issued the following statement urging Chairman and Chief Executive Officer Yoav Stern and the Company’s Board of Directors’ (the “Board”) to refrain from undertaking any rash acquisition or other transaction for an improper purpose:
As Nano Dimension’s largest shareholder, Murchinson is deeply disappointed by the Stern-led Board’s unwillingness to engage with us in a constructive manner. We have been seeking to exercise our right to call a special meeting because shareholders deserve the opportunity to vote on a reconstitution of the Board, with the goal of improving corporate governance following a share price decline of more than 75% since Mr. Stern was appointed as Chairman. Further, we believe that Mr. Stern and his seemingly hand-picked Board cannot be trusted to steward the approximately $1 billion in cash on the Company’s balance sheet, especially in light of their track record of questionable acquisitions.
As we noted in our previous public letter, we have serious concerns that, in response to our pending special meeting request, Mr. Stern may try to rush into irresponsible acquisitions for the primary purpose of diluting current shareholders and placing shares in friendly hands. This would be another betrayal of shareholders’ trust and a waste of more of the Company’s cash. It is imperative that the members of the Board keep in mind that their fiduciary duty is not to Mr. Stern – but to the Company and its shareholders. Any acquisition taken now for the wrong reasons would be aggressively opposed by Murchinson, and we believe by our fellow shareholders as well. We will take all necessary steps to hold the Board accountable. We remain committed to ensuring that the rights of shareholders are protected, and that Mr. Stern does not squander capital merely to protect his own position.
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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Longacre Square Partners
Greg Marose / Dan Zacchei, 646-386-0091
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