States that Chairman and CEO Yoav Stern is “At
the Center” of the Underperformance and Governance Concerns,
Supporting Murchinson’s “Compelling Case for Change”
Highlights Public Company Experience and
Corporate Governance Expertise of Murchinson Nominees Traub and
Rosensweig
Cites “Sense of Urgency” Given that Rights of
Shareholders Have Been Limited in the Past and “Serious Concerns”
of Value Destruction Given Company’s Discount to Cash Value
Concludes that Shareholders Would Benefit From
“Enhanced Independence on the Board” and Recommends FOR the Appointment of Kenneth H. Traub and
Dr. Joshua Rosensweig and to REMOVE Incumbent Directors Stern, Gera, Rotem
and Nissan-Cohen
Shareholders Should Follow ISS Recommendation
and Act Now to Vote Before the Cut-Off Date for ADS Holders of
12:00 p.m. ET on March 13,
2023
Murchinson Ltd. (collectively with its
affiliates and funds it advises and/or sub-advises, “Murchinson” or
“we”), the largest shareholder with approximately 5.2% of the
outstanding shares of Nano Dimension Ltd. (NASDAQ: NNDM) (“Nano
Dimension” or the “Company”), today announced that one of the
leading international proxy advisory firms, Institutional
Shareholder Services Inc. (“ISS”), has recommended that
shareholders vote to support all four of Murchinson’s proposals,
including the appointment of Murchinson’s two independent nominees
and the removal of four sitting directors – including Chairman Yoav
Stern.
In the report, ISS raised serious concerns around Nano
Dimension’s performance, governance and discount to NAV while
supporting Murchinson’s nominees:1
- “The company's share price and operating performance, coupled
with corporate governance deficiencies, indicate that change is
necessary and that shareholders would benefit from enhanced
independence on the board.”
- “At the same time, there appears to be a sense of
urgency, given the right for shareholders to elect directors
has been limited in the past and there appear to be serious
concerns with the possibility of value destruction as
reflected in the company's discount to cash value.”
- “Dissident nominees Traub and Rosensweig would increase the
independence of the board, and they have applicable public
company director and corporate governance expertise.”
- “In light of these considerations, shareholders are recommended
to vote for the removal of incumbent directors Stern, Gera,
Rotem, and Nissan-Cohen, and for the election of dissident
nominees Traub and Rosensweig.”
Specifically, regarding performance and strategy, ISS noted:
- “(T)he stock's performance…suggests that the market does not
expect the company's broader strategic plan to deliver
value.”
- “…TSR has been negative and underperformed the broader
market since Stern took over as CEO, and operational performance
has been mixed. The company has been acquisitive, which has
resulted in significant top-line revenue growth, but has not
demonstrated an ability to grow profitably.”
- “It appears that the market does not have faith in the
company's ability to build value through M&A, given NNDM
currently trades at an enterprise value of approximately $(380)
million and an approximate 40 percent discount to its cash per
share.”
Regarding Chairman and CEO Mr. Stern and the other three
nominees targeted for removal – as well as Murchinson’s independent
nominees – ISS concluded:
- “Stern is at the center of the underperformance and
corporate governance concerns underpinning the dissident's
compelling case for change.”
- Regarding Stern’s potential departure, ISS states, “that
risk is worth accepting due to the urgency of the situation
and the possibility of more value destruction under his continued
guidance.”
- Addressing the other three sitting directors, ISS notes, “Gera,
Rotem, and Nissan-Cohen have contributed, alongside Stern, to
many of the decisions that have led to this state of
affairs.”
- In contrast, “Dissident nominees Traub and Rosensweig would
increase the independence of the board, and they would bring
public company director and corporate governance
expertise.”
Criticizing Nano Dimension’s corporate governance and response
to Murchinson’s campaign, ISS wrote:
- “NNDM maintains a number of problematic governance policies
and practices. Importantly, there is a classified board and
there are structural concerns.”
- “Over the last three years, only five directors have stood for
election, with no directors up for election at the 2020 annual
meeting, two directors up for election at the 2021 annual meeting,
and three directors up for election at the 2022 annual
meeting.”
- “Regardless of the stated rationale, shuffling directors
between classes has deprived shareholders of their right to
opine on nominees. It is also worth noting that only five of
nine directors are classified as independent, and the board does
not maintain a nominating and governance committee.”
- “That the CEO has the right to approve new directors calls
into question the ability of the board to effectively
oversee management, and of the board to refresh itself.”
- “In addition to these concerns with board composition,
structure, and independence, the board has adopted a defensive
posture in response to the dissident's acquisition proposal and
subsequent call for a special meeting.”
- “It is also important to consider the timing of the dissident's
request. Shareholders rejected the company's proposals at the
December 2022 special meeting, which can be seen as a message of
no confidence.”
Murchinson stated: “ISS has fully recognized change is urgently
needed at Nano Dimension. It is clear that ISS – and we believe
other shareholders – share many of the concerns we have expressed
throughout our campaign about the Company’s alarming performance,
governance and disregard for the best interests of the Company and
its shareholders. Notably, the report spells out the culpability of
Chairman and CEO Mr. Stern in black and white. ISS's respected
standing as both an expert in contested situations and as an
objective third party should reinforce to shareholders that the
call for change at Nano Dimension is the right one. As ISS notes,
waiting means risking further value destruction. We strongly
encourage fellow shareholders to vote today.”
Murchinson’s specific proposals – each of which ISS supported
based on the reasoning that they would improve corporate governance
and Murchinson’s campaign deserved support – are:
- Amend and restate Article 41 (Continuing Directors in the Event
of Vacancies) of the Company’s Amended and Restated Articles of
Association to allow shareholders to fill vacancies on the Board
of Directors of the Company at a general meeting of
shareholders of the Company.
- Amend and restate clause (f) of Article 42 (Vacation of Office)
of the Articles of Association to allow shareholders to remove
directors by a simple majority at a general meeting of
shareholders of the Company.
- Remove four current directors of the Company: Mr. Stern,
the Company’s Chief Executive Officer and Chairman of the Board,
Oded Gera, Igal Rotem and Dr. Yoav Nissan-Cohen, in addition to any
and all new directors appointed by the Board (if any) following
December 19, 2022 and until the conclusion of the Meeting.
- Appoint two highly qualified candidates who are independent
of each other, of Murchinson and of Nano Dimension – Mr.
Kenneth H. Traub and Dr. Joshua Rosensweig – to serve as directors
of the Company.
For more information – including on how to vote – shareholders
should visit: www.SaveNanoDimension.com
Shareholders have the opportunity to vote at the upcoming
Special General Meeting of Shareholders (the “Special Meeting”), in
spite of the Company’s efforts to declare the meeting illegal. ADS
holders should be mindful that all votes must be received by
12:00 p.m. E.T. on March 13, 2023, and, in any event, should
correspond with their bank or broker to ensure their vote is
counted.
Additional Information and Where to Find It
In connection with the Meeting, Murchinson will make available
to the Company’s shareholders of record a proxy statement
describing the various proposals to be voted upon at the Meeting,
along with a proxy card or voting instruction form enabling them to
indicate their vote on each matter. Murchinson has also furnished
copies of the proxy statement, the proxy card and voting
instruction form to the SEC as exhibits to the Schedule 13D
amendment we filed with the SEC, which may be obtained for free
from the SEC’s website at www.sec.gov, as well as at the following
website: www.SaveNanoDimension.com.
***
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.
____________________ 1 Permission to quote
ISS was neither sought nor obtained. Emphases added.
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version on businesswire.com: https://www.businesswire.com/news/home/20230309005587/en/
Longacre Square Partners Dan Zacchei / Greg Marose, 646-386-0091
dzacchei@longacresquare.com / gmarose@longacresquare.com
or
Okapi Partners LLC Bruce Goldfarb / Chuck Garske / Teresa Huang,
212-297-0720 info@okapipartners.com
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