Nano Dimension Strongly Disagrees with ISS Recommendation and Reiterates Call for Shareholders to Disregard the Invalid Murchinson Meeting and Related Proxy Materials
March 09 2023 - 3:02PM
Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension” or the
“Company”), a leading supplier of Additively Manufactured
Electronics (“AME”) and multi-dimensional polymer, metal &
ceramic Additive Manufacturing (“AM”) 3D printers, today issued the
following statement in response to a report issued by Institutional
Shareholder Services (“ISS”) in connection with the invalid
shareholder meeting called by Murchinson Ltd. (“Murchinson”):
“Nano Dimension vehemently disagrees with ISS’s recommendation.
There is no valid meeting on March 20th, 2023 and Nano Dimension
has not solicited any proxy cards. Therefore, we did not meet with
ISS. Murchinson is attempting to convene an illegal meeting, thus
disenfranchising retail shareholders that may not have had
appropriate time to be notified and cast their votes. The ISS
recommendation should be ignored, as it concerns an invalid
shareholder meeting. We look forward to meeting with them to share
our perspective, track record, and value creation strategy if and
when a valid and duly called meeting will be held.”
“The fact remains that Murchinson opted to flagrantly disregard
protocols designed to protect the interests of all shareholders in
favor of its one-sided and misleading campaign, failing to meet
even the most basic requirements under applicable law. Murchinson
has instead sought to launch an illegal shareholder meeting and
associated campaign of personal attacks against the leadership of
the Company. As such, we filed a lawsuit in the Israeli court
seeking a declaratory judgement that the Murchinson meeting is
illegal. We are confident in the merits of the lawsuit and await
the court’s ruling.”
“Nano Dimension’s board of directors (the “Board”) and
management team will continue to act in the best interests of the
Company and all of its shareholders as we execute against our
strategic plan, continuing to generate exceptional revenue growth
and investing in the Company to drive meaningful shareholder value.
Since the arrival of the current management team in January of
2020, including the appointment of our Chief Executive Officer Yoav
Stern, Nano Dimension’s stock has increased by more than 15% and
has materially outperformed peers under challenging market
conditions.”
“Nano Dimension has an independent and highly qualified Board
that provides a robust oversight of the Company’s proven management
team and strategy. Our Board and governance structure protect
shareholder interests, and the Board regularly evaluates its
composition to ensure it has the right skills, expertise, and
diversity of independent perspectives to guide Nano Dimension’s
strategic plan and create long-term shareholder value. Our Board
currently consists of 9 highly qualified individuals – of which 7
are independent – with diverse skills and expertise across the 3D
printing and digital-cloud-manufacturing industry, capital markets,
corporate finance, and strategic business development in both the
United States and Israel.”
At this time, no action by Nano Dimension shareholders
is required. Only Nano Dimension will inform its
shareholders if and when a valid and duly called meeting will be
held, and the Company will provide materials describing important
facts to consider in your election of Directors or any other
matters being voted upon at that time. Nano Dimension will work
constructively with ISS if and when a validly called special
meeting or annual meeting is held.
If you have any questions, please call our proxy solicitor,
Innisfree M&A Incorporated, toll-free at (888) 750-9498.
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is to
disrupt electronics and mechanical manufacturing with an
environmentally friendly & economically efficient electronics
and precision additive manufacturing Industry 4.0 solution -
transforming digital designs into functioning electronic and
mechanical devices - on demand, anytime, anywhere.
Nano Dimension’s strategy is driven by the
application of deep learning-based AI to drive improvements in
manufacturing capabilities by using self-learning &
self-improving systems, along with the management of a distributed
manufacturing network via the cloud.
Nano Dimension serves over 2,000 customers
across vertical target markets such as aerospace & defense,
advanced automotive, high-tech industrial, specialty medical
technology, R&D, and academia. The company designs and makes
Additive Electronics and Additive Manufacturing 3D printing
machines and consumable materials. Additive Electronics are
manufacturing machines that enable the design and development of
High-Performance-Electronic-Devices (Hi-PED®s). Additive
Manufacturing includes manufacturing solutions for production of
metal, ceramic, and specialty polymers-based applications - from
millimeters to several centimeters in size with micron
precision.
Through the integration of its portfolio of
products, Nano Dimension is offering the advantages of rapid
prototyping, high-mix-low-volume production, IP security, minimal
environmental footprint, and design-for-manufacturing capabilities,
which is all unleashed with the limitless possibilities of additive
manufacturing.
For more information, please visit www.nano-di.com.
Forward-Looking Statements
This letter contains forward-looking statements within the
meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995 and other Federal securities laws.
Words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” and similar expressions or
variations of such words are intended to identify forward-looking
statements. For example, Nano Dimension is using forward-looking
statements in this press release when it discusses its confidence
in the merits of the Israeli lawsuit and working with ISS if
and when a validly called special meeting or annual meeting is
held. Because such statements deal with future events and are based
on Nano Dimension’s current expectations, they are subject to
various risks and uncertainties. Actual results, performance, or
achievements of Nano Dimension could differ materially from those
described in or implied by the statements in this press release.
The forward-looking statements contained or implied in this press
release are subject to other risks and uncertainties, including
those discussed under the heading “Risk Factors” in Nano
Dimension’s annual report on Form 20-F filed with the Securities
and Exchange Commission (“SEC”) on March 31, 2022, and in any
subsequent filings with the SEC. Except as otherwise required by
law, Nano Dimension undertakes no obligation to publicly release
any revisions to these forward-looking statements to reflect events
or circumstances after the date hereof or to reflect the occurrence
of unanticipated events. References and links to websites have been
provided as a convenience, and the information contained on such
websites is not incorporated by reference into this press release.
Nano Dimension is not responsible for the contents of third-party
websites.
Investor Relations Contact
ir@nano-di.com
Media Contact
FGS Global
Bryan Locke / Kal Goldberg / Kelsey Markovich
NanoDimension@fgsglobal.com
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