Key Summary: On January 22, 2023, Murchinson Ltd. (5.1% shareholder) demanded a special meeting to amend Nano Dimension's governance, remove CEO Yoav Stern and three directors, and appoint two new independent directors. Despite shareholder approval in March 2023, the company contested the meeting’s validity. Murchinson continued criticizing governance, the Board’s actions, and lavish spending, reaffirming its goal to replace the Board at the 2024 AGM. On October 9, 2024, Murchinson raised concerns about AGM delays and potential shareholder disenfranchisement, requesting ADS conversion and proposing director changes and governance amendments at the AGM. On October 22, 2024, Murchinson sent a letter to the company requesting the inclusion of resolutions in the December 6 AGM agenda to improve corporate governance.Market Cap: $504 million | Nano Dimension Ltd., together with its subsidiaries, provides additive electronics in Israel and internationally.
On January 22, 2023, Murchinson Ltd and certain funds (5.1%) delivered a letter to the Board demanding that the company convene a special general meeting of shareholders to allow shareholders to vote upon resolutions proposed by the Proposing Shareholders to improve the company’s corporate governance by way of (i) amending certain provisions of the Company's Amended and Restated Articles of Association, including to allow shareholders to fill Board vacancies and remove directors at a general meeting by a simple majority vote, (ii) removing several members of the Board, namely, the Chairman of the Board and CEO Yoav Stern, and current directors Oded Gera, Igal Rotem and Dr. Yoav Nissan-Cohen and (iii) appointing two new highly-qualified, independent and experienced director nominees, Kenneth H. Traub and Dr. Joshua Rosensweig, as directors of the company(such demand, the “Special Meeting Demand”). The Special Meeting Demand instructed the Board to immediately, and no later than February 12, 2023, call the Special Meeting, and hold it no later than 35 days thereafter, as required by the Companies Law. Source
On February 13, 2023, Murchinson Ltd (5.1%) called on the company to hold a special meeting to remove four incumbent directors, including its chairman/CEO, and install two independent board members. Source
On March 6, 2023, Murchinson Ltd issued a presentation outlining why it believes change is urgently needed at Nano Dimension.
On March 6, 2023, Nano Dimension Ltd (14.5%) stated that it intends to engage in communications with the company regarding opportunities to enhance shareholder value and improve corporate governance, including through potential changes in the corporate structure, potentially, among other options, including changes to the composition of the Board. Source
On March 9, 2023, Nano Dimension Ltd delivered a letter to the board proposing a non-binding indicative offer to acquire the remaining outstanding shares for $18.00 per share in cash.
On March 10, 2023, Anson Funds (5.1%) issued a letter to the Board to express its disappointment in the company’s apparent refusal to constructively engage with its shareholders. In addition, Anson Funds called on the board to implement a meaningfully larger return of capital program and expressed its concern that the company is overcapitalized and its belief that management’s recent actions highlight poor corporate governance at the company. It also urged the board to halt the proposed takeover of Stratasys, Ltd. Source
At the special general meeting held on March 20, 2023, the shareholders voted in favor of the Proposing Shareholders’ proposals to (i) amend certain provisions of the company’s Articles of Association, (ii) remove four incumbent members of the Board, including Chairman and Chief Executive Officer Yoav Stern, and (iii) appoint two director nominees, Kenneth H. Traub and Dr. Joshua Rosensweig, as directors of the company. Although the Proposing Shareholders believe that the Special Meeting was valid, including that Messrs. Traub and Rosensweig were duly elected to the Board at the Special Meeting, the company is challenging the validity of the Special Meeting in Israeli court, which the Proposing Shareholders are vigorously defending. Most recently, the Israeli court issued an order stating that Messrs. Traub and Rosensweig shall serve as non-voting observers on the Board during the pendency of the litigation.
In addition to the Israeli litigation, on March 27, 2023, the company filed a lawsuit against Murchinson Ltd and certain other third parties.
On May 1, 2023, Murchinson Ltd (5.8%) filed a lawsuit against the company and certain other third parties, including Mr. Stern seeking to recover its costs and attorneys fees and punitive damages arising from the company's Complaint. Source
On May 2, 2023, Anson Funds (6.2%) stated its belief that the allegations by the company contained in the complaint are without merit and intend to defend themselves. Source
On June 27, 2023, Murchinson delivered a private letter to the Board expressing its concerns over the increased tender offer price for Stratasys shares and the lack of due process and shareholder approval. It criticizes potential plans for a hasty equity issuance that would dilute shareholders' interests.
On July 20, 2023, Murchinson (5.9%) sent a letter to the Board expressing concerns about the delayed AGM and the Board's alleged attempts to disenfranchise shareholders. It also informed the Board of its decision to convert a portion of ADSs held by Nomis Bay into Ordinary Shares, which was completed on July 18, 2023. As a result, Nomis Bay now holds 1,500,000 ADSs and 3,000,000 Ordinary Shares.
On July 31, 2023, Murchinson demanded the company to add resolutions to improve corporate governance at the AGM on September 7, 2023. This includes electing experienced and independent director nominees, amending the Articles of Association, and replacing/removing Board members. Source
On August 17, 2023, Murchinson released an investor presentation detailing why they believe wholesale change to the Board is urgently required to restore accountability, address broken governance and drive shareholder value at the company. The Investor Presentation also details the Proposing Shareholders’ five-pillar plan to improve leadership, capital allocation and corporate governance at the company, which they believe can only be accomplished through a reconstituted Board. The Proposing Shareholders therefore encourage the shareholders to support the proposals to remove the incumbent directors, elect their independent nominees and improve corporate governance at the AGM, scheduled for September 7, 2023. The Proposing Shareholders believe their independent nominees who would join current non-voting directors Kenneth Traub and Dr. Joshua Rosensweig, have the right skill sets and expertise to put the company on the path to shareholder value creation.
On October 25, 2023, Murchinson (6.6%)delivered a letter to the company demanding that the company add to the agenda of the EGM of Shareholders scheduled to be held on December 13, 2023 various resolutions proposed by them, including resolutions to (i) remove Mr. Yoav Stern and Mr. Oded Gera from the Board, (ii) appoint two highly-qualified director nominees, Ms. Timor Arbel-Sadras, and Mr. Ofir Baharav (the “Murchinson Director Nominees”), to the Board, and (iii) amend certain provisions of the company’s Articles of Association, including the addition of a new Article relating to certain major transactions involving the company requiring shareholder approval. Source
On December 7, 2023, Murchinson Ltd. sent a letter to the Board informing that it's converting some ADSs into Ordinary Shares to hold more than 5% of voting rights. This conversion is aimed at protecting shareholders' interests. Murchinson plans to demand a special shareholder meeting and propose a new article requiring approval for acquisitions over $50,000,000. These actions are taken due to the Board's lack of responsiveness and concerns about the CEO's recent actions and statements.
On June 28, 2024, Murchinson Ltd (7.1%) issued an open letter to shareholders criticizing CEO Yoav Stern and the Board. They revealed that Mr. Stern and the Board recently took a company-funded trip to Alaska despite a recent 25% workforce reduction to cut costs. Murchinson suspects Nano might be in deal talks with Desktop Metal due to a recent spike in Desktop Metal’s stock price and urges the Nano Board to seek shareholder approval for any strategic deals. They also expect a ruling from the Israeli Court on the validity of the March 2023 EGM vote, where shareholders supported Murchinson’s proposals. Pending various lawsuits, Murchinson affirms its commitment to replacing the Board and Mr. Stern at the 2024 AGM.
On October 9, 2024, Murchinson sent a letter to the Board, criticizing the delay in holding the AGM and expressing concerns that the Board may be attempting to disenfranchise shareholders by scheduling the AGM as late as possible under Israeli law. Murchinson requested the conversion of a portion of ADSs into Ordinary Shares and indicated its intention to submit proposals at the AGM, including nominating two to three new directors, removing current directors, and amending the Articles of Association to require shareholder approval for major transactions.
On October 22, 2024, Murchinson sent a letter to the company demanding the inclusion of various resolutions in the agenda for the AGM on December 6, 2024. These resolutions aim to enhance corporate governance and reform the Board by electing independent directors Mr. Robert Pons and Mr. Ofir Baharav, and by amending the Articles to declassify the Board and require shareholder approval for major acquisitions. Source
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