Murchinson Ltd., a significant shareholder with approximately 5.9% of the outstanding shares of Nano Dimension Ltd., a company incorporated in Israel, today announced that it has submitted proposals to the Company for inclusion on the agenda for the upcoming Annual General Meeting of Shareholders scheduled for September 7, 2023.
Exercising its right under Israeli law, Murchinson submitted proposals aimed at overhauling the Company’s broken corporate governance, which Murchinson believes is the only pathway to improving Nano Dimension’s negative enterprise value and track record of poor financial performance.
The proposals call for:
- The replacement or removal of all members of the Board of Directors, including those who are not up for re-election at the Annual Meeting;
- The election or appointment of five new independent and experienced director nominees: Ms. Karen Sarid, Mr. Robert (Bob) Pons, Mr. Phillip Borenstein, Ms. Timor Arbel-Sadras, and Mr. Ofir Baharav; and
- Amending the Company’s Articles of Association to drastically improve its governance including, among other things, the declassification of the Board.
“At the Special Meeting convened by Murchinson on March 20, 2023, Nano Dimension’s shareholders sent a clear message that change was urgently needed on the Company’s Board. In response, Yoav Stern and Nano Dimension have taken every possible step to ignore the will of shareholders and further entrench themselves. These actions have included wasting shareholder capital by refusing to acknowledge the outcome of the vote, filing frivolous lawsuits against Murchinson and other significant investors, and waging an irrational, dead-end campaign to acquire Stratasys Ltd.
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Given that Nano Dimension has remained resolute in its desire to disenfranchise its own shareholders, we have been forced to put forth proposals to effectively replace the entire Board at the upcoming Annual Meeting. In our view, the only way to reverse the status quo of terrible governance and value destruction is to install independent directors who collectively possess the relevant 3D printing, technology, industry, operating, strategic, financial planning, M&A and governance expertise and experience. We believe that a new Board is urgently needed to protect shareholders’ interests and are committed to making this a reality regardless of any further entrenchment maneuvers taken by Nano Dimension.”