Murchinson Criticizes the Nano Dimension Board of Directors' Decision to Pursue a Seemingly Deeply Flawed Transaction with Infinite Epigenetics
Believes the Proposed Transaction Represents a Misallocation of Corporate Resources That Would Significantly Dilute Existing Shareholders
Finds It Deeply Concerning That This Morning's Conference Call Offered Shareholders Little Beyond Buzzwords and Provided No Opportunity to Ask Questions Regarding a Transaction That Materially Impacts the Future of the Company
Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, "Murchinson" or "we"), a significant shareholder with approximately 7.4% of the outstanding shares of Nano Dimension Ltd. (NASDAQ:NNDM) ("Nano" or the "Company"), today commented on Nano's announcement that it has signed a non-binding term sheet with Infinite Epigenetics ("Infinite" or "Infinite Epigenetics") to form a publicly traded, AI-powered health and diagnostics company.1
Among the most notable omissions from this morning's conference call was any opportunity for Nano shareholders to ask questions regarding the proposed Infinite transaction. This Board of Directors (the "Board"), much like the previous Board under Yoav Stern, appears unwilling to answer necessary questions from shareholders about its decision-making. We therefore outlined below the questions we had intended to raise to CEO Dave Stehlin, in the interest of the transparency shareholders deserve.
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How is this transaction meaningfully different from a SPAC? On the most recent earnings call, Mr. Stehlin stated that Nano is "absolutely not a SPAC." Yet the proposed transaction with Infinite appears to contradict that statement, effectively transforming Nano into a SPAC. One difference that we do note is that, in a traditional SPAC, shareholders at least have the option to redeem their shares for cash, while Nano's shareholders don't appear to even have that right in the proposed deal.
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What relevant qualifications do the Board members have to evaluate a business operating in epigenetics? Do any of the Board members have relevant education or industry experience to properly determine if this target is the right one?
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What direct or indirect consideration – whether in the form of cash, stock, warrants, options, employment arrangements or Board seats – is any current Board member expected to receive upon completion of this transaction?
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Why did the Board agree to a termination fee that appears particularly prohibitive to Nano, including in circumstances where Nano shareholders could effectively cost the Company as much as $10 million simply by rejecting a deeply flawed transaction?2 Why did the Board also agree to "specific performance" and "best efforts" provisions? Given the Desktop Metal debacle, why is the Board once again following a deal framework so closely associated with Yoav Stern's failed strategy?
- Does the Board recognize that the Company's 15% stock price decline following this morning's announcement sends a clear message: shareholders see this proposed transaction as value-destructive?
Regarding the supposed "strategic flexibility" repeatedly referenced by Mr. Stehlin,3 Murchinson believes the proposed transaction is not only a poor business decision, but also inconsistent with the understanding on which Nano raised capital from shareholders. When Nano raised capital through stock issuances, investors were presented with a business model centered on a "razor and blades" strategy tied to the Company's 3D printers.4 Even in Nano's most recent annual report, there is no disclosure suggesting the Company has "strategic flexibility" to pursue any deal the Board thinks is fair game.
Murchinson also notes that retired General Michael X. Garrett is listed as an advisor to Infinite Epigenetics.5 Shareholders should recall that Gen. Garrett served on Nano's Board when it unanimously approved the Desktop Metal acquisition.6
We question whether the Board expects shareholders to ignore this connection. Gen. Garrett was a member of the Nano Board when it destroyed hundreds of millions of dollars of the Company's capital in the Desktop Metal deal and now is involved in another proposed transaction that we expect to destroy Nano's remaining cash if consummated.
Murchinson intends to continue objecting to speculative initiatives that appear entrenchment-driven and value-destructive, such as the proposed Infinite Epigenetics transaction. We call on the Board to provide full and direct answers to shareholders regarding a proposed transaction that could materially impact the future of their 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.
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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.
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. In addition, the information contained herein is being publicly disclosed without prejudice and shall not be construed to prejudice any of Murchinson's rights, demands, grounds and/or remedies under any contract and/or law, including any pending lawsuits.
1 Press Release: Nano Dimension Signs Term Sheet with Infinite Epigenetics to Form a Publicly Traded, AI-Powered Preventive Health and Diagnostics Company (June 15, 2026).
2 https://www.sec.gov/Archives/edgar/data/1643303/000110465926073778/tm2617934d1_ex99-1.htm
3 Press Release: Nano Dimension Issues Letter from Chief Executive Officer, David Stehlin (June 5, 2026); M&A Call on June 15, 2026.
4 For example: https://www.sec.gov/Archives/edgar/data/1643303/000121390021009721/ea135799-424b5_nanodimen.htm
5 https://www.sec.gov/Archives/edgar/data/1643303/000110465926073777/tm2617934d1_ex99-3.htm
6 Press Release: Nano Dimension to Acquire Desktop Metal, Creating a Leader in Additive Manufacturing (July 3, 2024).
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Longacre Square Partners
murchinson@longacresquare.com