Nano Dimension Shareholders Overwhelmingly Support All Four Murchinson Proposals at Special Meeting
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
TORONTO, March 20, 2023--(BUSINESS WIRE)--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.
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.
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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.
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.
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.
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.
3b. To remove Oded Gera from the Board.
3c. To remove Igal Rotem from the Board.
3d. To remove Yoav Nissan-Cohen from the Board.
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.
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.
4b. To appoint Joshua Rosensweig to the Board.
____________________________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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