ISS, and Now Also Glass Lewis and Egan-Jones,
Each Advise Shareholders to Vote FOR the Appointment of Kenneth H. Traub and
Dr. Joshua Rosensweig and to REMOVE Incumbent Directors Stern, Gera, Rotem
and Nissan-Cohen
Glass Lewis Concludes There is a “Strong Case”
For the Removal of Chairman and CEO Yoav Stern and That Recent
Unsolicited Offer to Stratasys is a Potential “Last Ditch Effort”
by the Board
Egan-Jones Finds That the Current Board Under
Stern Has Demonstrated “Faulty Oversight” and That Murchinson’s
Nominees Will Help “Restore Investor Confidence”
ISS States That Mr. Stern is “At the Center” of
the Underperformance and Governance Concerns, Supporting
Murchinson’s “Compelling Case for Change”
Shareholders Should Follow Leading Independent
Proxy Advisory Firms’ Recommendations 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 two more leading independent proxy
advisory firms, Glass Lewis & Co. (“Glass Lewis”) and
Egan-Jones Ratings Company (“Egan-Jones”), have joined
Institutional Shareholder Services Inc. (“ISS”) in recommending
that shareholders vote to support all four of Murchinson’s
proposals, including the appointment of Murchinson’s two
experienced independent nominees and the removal of four sitting
directors – including Chairman and CEO Yoav Stern.
Murchinson stated: “This rare showing of unanimous support from
all three proxy advisory firms leaves no room for doubt:
significant change is needed at Nano Dimension, and it is needed
now. Each of the objective, third-party expert firms also agreed
that removing Chairman and CEO Yoav Stern was critical to reversing
the trend of underperformance and terrible corporate governance
that has plagued Nano Dimension. Notably, each of the proxy
advisory firms highlighted the importance of urgency given the potential for near-term
value destruction under a Board that has a track record of putting
its own interests ahead of preserving shareholder value. We
encourage our fellow shareholders to waste no time and
vote today for all four of
Murchinson’s proposals, including in favor of our independent
nominees, who will bring the right experience and refreshed
perspectives to the Nano Dimension boardroom.”
In reaching its conclusion that shareholders should support
ALL of Murchinson’s proposals,
Glass Lewis highlighted the Company’s poor performance and
corporate governance failings: 1
- “In sum, we believe the Dissident has presented several
convincing arguments highlighting certain performance and
governance concerns at the Company, which collectively are
sufficient grounds constituting a case for board-level
change at Nano Dimension.”
- “We believe the Dissident has provided a convincing case that
the Company has underperformed recently, as evidenced by
Nano Dimension’s strongly declined share price, negative enterprise
value and discount to NAV per share.”
- “(W)e are concerned with the Company’s negative enterprise
value for now over one year, which we believe indicates that
shareholders effectively ascribe no value to the Company’s
underlying business at present, with investors valuing the
Company at less than its net cash balance.”
Regarding the incumbent directors targeted for removal and
Murchinson’s independent nominees, Glass Lewis stated:
- “(A)s Chair of the board, we believe it is reasonable to target
Mr. Stern, in particular, as being the most responsible member
of the board for the Company’s general underperformance and
other governance issues observed over the prior few years.
Therefore, in light of the foregoing, we believe the Dissident has
presented a strong case in favor of the removal of Mr. Stern
from his role on the board.”
- “(W)e believe adequate rationale has been presented to
warrant our support for the removal of Messrs. Stern, Gera,
Rotem and Nissan-Cohen from the board, as well as the proposal
to remove any directors which may be appointed by the board in
advance of the meeting.”
- Commenting on the qualifications of Murchinson’s independent
nominees, Glass Lewis states, “Mr. Traub appears to have
substantial experience as a public company director and as Chair
of multiple companies, some of which held operations in Israel,
and Dr. Rosensweig appears to have held several high-level
positions at Israeli companies, through which the Dissident
claims they were able to make governance improvements and
enhance shareholder value.”
Glass Lewis also addressed the recent hostile offer made by Nano
Dimension to acquire Stratasys Ltd. (“Stratasys"):
- “Regarding the recent proposed takeover of Stratasys, without
commenting on terms, we believe the timing of this move in light
of the Dissident's campaign reflects a potential last ditch
effort by the board to demonstrate its efforts to effect a
turnaround of the Company.”
- “(U)pon the announcement of the takeover bid, Stratasys' share
price rose by approximately 9.1% and Nano Dimension's share price
declined by approximately 10.6% by market close, potentially
indicating dissatisfaction amongst Nano Dimension's
shareholders regarding certain aspects of the offer, including,
but not limited to, structure, timing and offer price.”
In its report, Egan-Jones noted the Company’s alarming financial
performance, poor governance and the culpability of the current
Board under Mr. Stern: 2
- “We believe that Murchinson has presented a compelling case
that there is an urgent need for change in Nano
Dimension.”
- “We believe that the Company’s dissatisfactory financial
performance, ill-advised acquisition and poor capital
allocation as reflected in its stock price proves that the
current board and leadership under Yoav Stern lack a sense of
accountability and demonstrated faulty oversight of the
Company. In our view, there’s no way to justify the alarming 77%
drop in share price, which we believe if not enacted promptly,
will lead to a continuous value destruction.”
- “We believe that the Company’s poor corporate governance
practices…have [led] to an entrenched board which is the root
cause of a problematic leadership.”
- “We believe that electing Murchinson’s nominees who are highly
equipped with industry experience, skills and expertise for a
sustainable value creation in the long-run will initiate the much
needed change in the Company and will restore investor
confidence as well.”
The positive recommendations from Glass Lewis and Egan-Jones
follow the March 8, 2023, report from ISS, which highlighted a
myriad of issues at the Company, including Nano Dimension’s
significant underperformance and corporate governance concerns:
3
- “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.”
- “Stern is at the center of the underperformance and
corporate governance concerns underpinning the dissident's
compelling case for change.”
- “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.”
- 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.”
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 use quotes neither
sought nor obtained. Emphasis added. 2 Permission to use quotes
neither sought nor obtained. Emphasis added. 3 Permission to use
quotes neither sought nor obtained. Emphasis added.
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version on businesswire.com: https://www.businesswire.com/news/home/20230312005033/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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