Shareholders Should Ask Themselves Why the Yoav Stern-led Board Refuses to Address Murchinson’s Factual Arguments and Instead Continues to Hide Behind Threats and Attacks
Includes List of the Real Questions Investors Should Be Asking Stern and the Board
Shareholders Must Take this Vital Opportunity to Force Change by Voting at the Special Meeting to be Held on March 20, 2023, and Supporting the Removal of Four Legacy Directors and Appointment of Murchinson’s Two Highly-Qualified, Independent Nominees
Reminds Shareholders that the Voting Cut-Off Date for ADS Holders is 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 issued the below open letter to its fellow shareholders regarding the Yoav Stern-led Board of Directors’ (the “Board”) continued disinformation campaign and concerning attempts to dissuade shareholders from having their voices heard. The letter also includes as an appendix a comprehensive list of the real questions shareholders should be asking Mr. Stern and the Board.
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.
For more information – including Murchinson’s new presentation “Saving Nano Dimension,” investors should visit: www.SaveNanoDimension.com.
As Nano Dimension’s largest shareholder, Murchinson’s interests are directly aligned with yours. We have one goal: to reverse the appalling value destruction under Yoav Stern’s Chairmanship and ensure that the Board starts acting in the best interests of all shareholders. Nano Dimension shares have declined by more than 77% since Mr. Stern was appointed Chairman in 20211. Further, the Company currently has a negative enterprise value of more than $400 million. These are not opinions or “misinformation.” They are real facts.
Is the Stern-led Board interested in defending its performance and laying out a coherent blueprint for reversing the tide? No. Instead, the main concern of the Board and its high-priced advisors seems to be doing everything possible to scare you, the shareholders, from voting at the upcoming Special Meeting.
Shareholders should ask themselves these critical questions:
- Why have Mr. Stern and the Company issued a slew of aggressive press releases warning shareholders against voting if they are so confident that the Special Meeting is “invalid?”
- If the Stern-led Board truly cared about the will of shareholders, why not let the vote occur – as we believe it ultimately will one way or another – and let investors be heard? What are Mr. Stern and his fellow Board members so afraid of?
- Why is the Company’s campaign against the Special Meeting focused on disparaging Murchinson instead of the substance of our arguments? Why are they attacking the messenger instead of the message?
We believe the answer to each of these questions is that the Stern-led Board knows the facts are not on their side. Shareholders should take the time to draw conclusions for themselves – we encourage you to read the presentation Murchinson recently issued, available here. This document carefully details the current Board’s track record of dismal underperformance, terrible corporate governance and insider dealings, and poor capital allocation. Unlike the Company, Murchinson’s case for change is not built on innuendo or transparent scare tactics. It is built on facts.
It is also imperative that shareholders do not take Mr. Stern’s ever-changing narrative at face value. For example, after previously claiming that the discount to NAV at which Nano Dimension shares trade “puzzled” and “frustrated” him,2 Mr. Stern is now suddenly making the case that it is natural that the Company would trade so far below cash value and that this is all part of his plan. The reality is that this apparent about-face is a reactive stance driven by Murchinson’s call for a Special Meeting. Similarly, Mr. Stern is taking credit for now launching a $100 million share repurchase program – something he could have done for months when the share price was even lower than it is today but has chosen to do now that he is under pressure as a result of our efforts.
Without shareholder-driven change, the status quo will continue at Nano Dimension. We encourage shareholders to support our four proposals, including removing four legacy directors and replacing them with two highly-qualified, truly independent nominees – Kenneth H. Traub and Dr. Joshua Rosensweig. These two individuals are corporate governance experts with demonstrated track records of improving company performance to benefit all shareholders, and we believe they can be instrumental in helping right the ship at Nano Dimension.
Thank you for your support.
As a reminder, Murchinson previously announced that a Special Meeting will be held at the offices of its outside Israeli counsel, Goldfarb Seligman, Law Offices, at Ampa Tower, 98 Yigal Alon Street, Tel Aviv 6789141, Israel, on Monday, March 20, 2023, at 16:00, Israel time. The record date for the Meeting is February 20, 2023. Murchinson has also filed a Notice of the Meeting and Related Proxy Materials for the Meeting with the U.S. Securities and Exchange Commission (“SEC”). If you have any questions about voting or need assistance, please contact our proxy solicitor, Okapi Partners LLC, at (212) 297-0270 or toll free at (844) 202-7428.
Appendix of Investor Questions
We urge all shareholders to review the following questions and pose them to Mr. Stern and the Stern-led Board:
Do you agree that paying with Nano Dimension stock for acquisitions, when it is trading below the cash value, is dilutive and unfair to current shareholders? Why won’t you commit to not using stock to pay for acquisitions while Nano Dimension shares trade below their cash value?
Is it true that all four incumbent directors Murchinson is proposing to remove were appointed to the Board and have never actually been voted in by shareholders? Is it true that you, Oded Gera and Igal Rotem were reclassified? Were Oded Gera and Igal Rotem reclassified before they were supposed to stand for election by shareholders to a class with later election dates? What was the reason for the reclassifications besides seemingly dodging the vote of shareholders?
What is wrong with Murchinson’s proposal to amend the Articles and allow shareholders, not just the Board, to fill in vacancies? Don’t you think that shareholders are at least as entitled as the Board is to propose and appoint the directors who are supposed to look out for their best interest?
You keep saying that Murchinson wants to ‘take over the Company’ and dismantle it. Do you have any proof of that or is this just a scare tactic? If Murchinson wanted to take over the Company in a hostile manner, wouldn’t it buy a lot of stock as quickly as possible, rather than modestly going over 5%? Or wouldn’t it at least try to replace most of the Board instead of suggesting 2 nominees out of 7 (if all 4 are removed)?
The Company convened 7 shareholder meetings over 3 years, so what’s the big deal with holding this one and having the shareholders vote?
You keep insinuating that there is a “short-seller” pushing the stock down. What specific steps have you taken to prove this and identify the firm? Are you ever going to find that short-selling boogeyman, or just ask this question out loud, again and again, to deflect from the fact that you are underperforming?
Why are we “warned” by you not to vote in the special meeting that Murchinson called? What is the downside to us, the shareholders, from voting in the meeting, and allowing our voices to be heard?
Do you agree that it is an interesting coincidence that you bought DeepCube from two then-sitting Nano Dimension directors a month after the Board appointed you as a director and named you as Chairman? Isn’t it true that one of those directors was the chairman of DVTel while you were DVTel’s CEO, and that he was a member of the Nano Dimension Compensation Committee that recommended that shareholders approve your service agreement?
Speaking of your service agreement, is it true that if there’s any change to the composition of the Board that you don’t approve of, you have the right to terminate the agreement and walk away with an immediate cash payment of $600,000 and a fully-paid 6-month advanced notice? Is it true your agreement was extended and that you said you would bring it to shareholders’ approval promptly? Why not bring it now?
Can you confirm that none of your family members work for or have worked at Nano Dimension or an affiliate of it?
If the cash value per share of the Company is more than $4 (which you said was one of the reasons that the Board rejected the Murchinson offer), why did you try to reprice your B warrants to an exercise price of $2.46?
- How is lowering the exercise price of almost 28 million of your warrants good for us, the shareholders?
- Don’t you think that reducing it from $6.16 to $2.46 sends us the message that you have no faith in the stock ever going to $6.16 or higher?
- Aren’t you motivated enough by the millions of $0.75 warrants that you have and your annual salary of $600,000 before bonus, that you need to also reprice those B warrants?
And didn’t the proposed vesting terms of those warrants allow you to exercise 25% (close to 7 million warrants) as early as February 3, 2023?
On the last earnings call, why did you only take questions from your IR firm (EdisonGroup) and the analyst from the bank that led almost all of Nano Dimensions’ equity raises during your tenure (ThinkEquity)? Why didn’t you let shareholders get on the line to ask questions?
Is it true that your warrants have a cashless exercise feature that allows you to capture the value of exercising them without paying a single dollar? Do you think that increasing the value of those warrants by tens of millions of dollars is in appropriate proportion to an investment of just $50,000 by you?
Is it true that the proposals at the December 2022 shareholders meeting (that the Company called) to increase the cap on director indemnification to an effectively unlimited amount and to amend your warrants so generously were rejected by majorities of 85-90% among disinterested voters (meaning shareholders other than you or the directors)? Why didn’t you disclose the results of the vote beyond merely saying that the proposals were rejected?
Isn’t it true that in 2010, the Magal Security Systems Board published a letter to its shareholders saying that as Interim CEO of the Company, you indicated to certain employees that your “real intention was to cause a management buy-out where the shares of the Company would be purchased at a low price by management?” Was the Magal Security Systems Board lying, and if so, what consequences did it face for doing that?
Being CEO and President of a public company is a meaningful and relevant experience. How come your Magal tenure is not mentioned on your LinkedIn page or in any Nano Dimension web page or SEC filing? Why the omission?
Is it true that you live most of the time neither in Israel nor anywhere near Waltham, MA? Don’t you agree that you should spend most of your time, or at the very least a significant amount of your time, in one of the Company’s main headquarters?
Don’t you think that in light of your failure to successfully integrate acquisitions in an incremental manner, the last thing the Company needs now is to rush into a much bigger, “transformative” transaction, as you recently stated?
Why do you keep comparing the stock performance to other companies while seemingly ignoring the fact that Nano Dimension is the only one trading under its cash value? Wouldn’t you agree that the price is supported by the cash balance? Of all the other stocks you have mentioned, isn’t it true that Nano Dimension is the only one with a negative enterprise value?
How come you are now “explaining” that trading below cash value is a natural feature of being a “high-tech growth company,” while just five months ago you said about the discount to cash:
“I'm puzzled by this and obviously I'm frustrated like you ... You're right. The market is behaving erratically, ... if it goes down from below cash value and where it is, it's not good enough for me. Now the only company [among a group of 13 other AME names you referred to] that have is rated below, its cash value is out, is us.”
So, is the discount a bug or a feature? Was the “high-tech growth company” narrative concocted just now to deflect from the fact that the discount implies that the market thinks that you will burn about half the cash before we see any value back?
- Why is Nano Dimension taking an activist position in Stratasys? What is your strategy there to generate a return for Nano Dimension shareholders? Is it similar to your unsuccessful Magal strategy? Why is Nano Dimension spending its time and money acting like an activist hedge fund and not focusing on 3D printing?
Additional Information and Where to Find It
In connection with the Special 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 From March 11, 2021 to January 22, 2023 when Murchinson sent the Company the special meeting demand.
2 Nano Dimension 2022 Second Quarter Conference Call.