Approximately 92% of Votes Cast Supported
Removal of Chairman and CEO Yoav Stern and Three Other Sitting
Directors and Appointment of Murchinson Nominees Kenneth H. Traub
and Dr. Joshua Rosensweig
Results Follow Support From All Three Leading
Proxy Advisory Firms – ISS, Glass Lewis and Egan-Jones – For Each
of Murchinson’s Proposals
Murchinson Calls on Nano Dimension to Heed
Shareholders’ Resounding Call For Change and Promptly Seat the New
Board
Murchinson Ltd. (collectively with its affiliates and funds it
advises and/or sub-advises, “Murchinson” or “we”), the largest
shareholder with approximately 5.5% of the outstanding shares of
Nano Dimension Ltd. (NASDAQ: NNDM) (“Nano Dimension” or the
“Company”), announced that all four of Murchinson’s proposals
received overwhelming support at today’s Special General Meeting of
Shareholders (the “Special Meeting”), resulting in a much needed
reconstitution of the Nano Dimension Board of Directors (the
“Board”) and improvement to the Company’s corporate governance
practices.
Based on the report provided by Murchinson’s proxy
solicitor:
- Each of Murchinson’s four proposals received support from
approximately 92% of the votes cast
for the Special Meeting (excluding abstentions).
- Notably, Proposal 3a – to remove Chairman and CEO Yoav Stern
from the Board – received support from at least 92% of the votes
cast for the Special Meeting (excluding abstentions), meaning more
than 11 times as many shares were
voted to remove Mr. Stern as were voted for him to remain.
- Both Proposal 1, which would allow shareholders to fill
vacancies on the Board, and Proposal 2, which would allow
shareholders to remove directors by a simple majority, received
support from more than 95% of the votes cast for the Special
Meeting.
- In total, 56,042,891 shares were cast for
the meeting – an impressive number given that the Company
repeatedly discouraged shareholders from voting at the meeting,
refused to recognize its legal validity and also filed a lawsuit to
declare its illegality.1
- The full results of the Special Meeting are included in the
appendix below.
Murchinson commented on the results: “The numbers speak for
themselves: shareholders have sent a clear message that change is
urgently needed at Nano Dimension. As we have consistently said
throughout our campaign, the only way to reverse the trend of
underperformance and terrible corporate governance that has plagued
Nano Dimension is with a reconstituted Board that will put the
interests of shareholders first. We are grateful to our fellow
shareholders for their support throughout our campaign in achieving
this goal. We now call on the incumbent Nano Dimension Board to do
what is in the best interests of the Company and its shareholders
and promptly enact the Board changes shareholders have supported.
We further urge the Company to withdraw the lawsuit and respect the
will of the shareholders, thereby avoiding further cost and
disruption.”
Murchinson’s specific proposals were:
- 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 candidates – Mr. Kenneth H. Traub and Dr.
Joshua Rosensweig – to serve as directors of the Company.
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.
APPENDIX VOTING RESULTS
At the Special General Meeting of Shareholders of Nano Dimension
Ltd. (the “Company”), held on March 20, 2023 (the “Meeting”), the
Company’s shareholders voted in respect of the four proposals
listed below, which were proposed by Murchinson Ltd. (collectively
with its affiliates and funds it advises and/or sub-advises,
“Murchinson”). The Meeting was adjourned for an hour and a half due
to lack of quorum. At the adjourned Meeting, a quorum was present
and the shareholders of the Company approved the four proposals
listed below.
The final results for the votes regarding each proposal are set
forth in the following tables. Each of these proposals is described
in detail in the Proxy Statement, which was filed as exhibit to the
Schedule 13D amendment filed by Murchinson and others with the SEC
on February 13, 2023.
1. To amend and restate Article 41 (Continuing Directors in the
Event of Vacancies) of the Company’s Amended and Restated Articles
of Association (the “Articles of Association”), as set forth
in Proposal 1 in the Proxy Statement, to allow shareholders to fill
vacancies on the Board of Directors (the “Board”) at a
general meeting of shareholders of the Company.
Votes For
Votes Against
Abstentions
53,556,444
2,309,897
176,550
2. To amend and restate clause (f) of Article 42 (Vacation of
Office) of the Articles of Association, as set forth in Proposal 2
in the Proxy Statement, to allow shareholders to remove directors
by a simple majority at a general meeting of shareholders of the
Company.
Votes For
Votes Against
Abstentions
53,630,070
2,275,740
137,081
3. To remove the following four (4) directors of the Company, 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.
3a. To remove Yoav Stern from the Board.
Votes For
Votes Against
Abstentions
48,662,023
4,127,218
3,253,650
3b. To remove Oded Gera from the Board.
Votes For
Votes Against
Abstentions
48,619,705
4,181,003
3,242,183
3c. To remove Igal Rotem from the Board.
Votes For
Votes Against
Abstentions
48,613,354
4,192,154
3,237,383
3d. To remove Yoav Nissan-Cohen from the Board.
Votes For
Votes Against
Abstentions
48,550,430
4,183,851
3,308,610
3e. To remove any and all new directors appointed by the Board
(if any) following December 19, 2022 and until the conclusion of
the Meeting.
Votes For
Votes Against
Abstentions
48,654,476
4,188,238
3,200,177
4. To appoint the following two (2) director nominees to serve
as directors of the Company for a term ending in accordance with
the Articles of Association, it being understood, clarified and
approved that in the case that more than one (1) director is
removed (or more than one (1) vacancy exists) (a “Vacant
Director”), (i) Mr. Traub shall serve until the longest
remaining period of office among the Vacant Directors and (ii) Dr.
Rosensweig shall serve until the next longest remaining period of
office among the Vacant Directors.
4a. To appoint Kenneth H. Traub to the Board.
Votes For
Votes Against
Abstentions
48,421,548
4,284,423
3,336,920
4b. To appoint Joshua Rosensweig to the Board.
Votes For
Votes Against
Abstentions
48,344,709
4,262,354
3,435,828
____________________________ 1 The Company filed a lawsuit in
the Israeli court seeking a declaratory judgment that the Special
Meeting is illegal and seeking $10 million damages in relation
thereto. We believe that this lawsuit has no merits and we intend
to vigorously defend our position that the Special Meeting is
valid.
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version on businesswire.com: https://www.businesswire.com/news/home/20230320005635/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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