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.
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.
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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