Murchinson Nominates Two Highly Qualified Candidates to Nano Dimension's Board of Directors
Believes Nano's Ongoing Value Destruction, Worst-In-Class Corporate Governance and Misallocation of Corporate Resources Warrants Urgent Change in Company's Boardroom
Murchinson's Nominees Would Bring Independent Perspectives and Relevant Experience to Restore Shareholders' Confidence in Leadership, Establish Appropriate Capital Allocation Processes, Hold Management Accountable and Oversee Strategy Development and Implementation
Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, "Murchinson" or "we"), a significant shareholder with approximately 7.1% of the outstanding shares of Nano Dimension Ltd. (NASDAQ:NNDM) ("Nano" or the "Company"), today announced it has nominated two director candidates – Robert (Bob) Pons and Ofir Baharav – for election to the Nano Board of Directors (the "Board") at the upcoming 2024 Annual General Meeting of Shareholders (the "2024 Annual Meeting"), scheduled for December 6, 2024.
In addition to its director nominations, Murchinson has also submitted proposals for inclusion on the agenda for the 2024 Annual Meeting related to amendments and additions to the Company's Articles of Association.
Murchinson stated:
"For the past two years, we have been advocating for changes in the Nano boardroom that are critical in order to protect and create long-term shareholder value. In March 2023, Nano shareholders sent a clear message when they voted overwhelmingly at the special general meeting we called in favor of removing CEO Yoav Stern, Oded Gera, Igal Rotem and Yoav Nissan-Cohen from the Board. Despite 85% of voting shareholders voting to remove them, Messrs. Stern, Gera and Nissan-Cohen have refused to recognize these results and depart the Board.
Since then, Nano has gone to great lengths to ignore this clear desire for change and disenfranchise shareholders, including by manipulating the voting process at last year's annual general meeting of shareholders and weaponizing the legal systems in Israel and the U.S. at shareholders' expense. While we are confident that the merits of our case will prevail, we cannot wait for the Israeli Court's decision. Despite Nano's so-called "refreshment" of the Board, it is clear to us that the problems identified by Murchinson persist and the Board remains subservient to Mr. Stern.
Nano's Board has demonstrated that it is unable to improve the Company's valuation. The Company's share price is stagnant and the Board, having spent approximately $160 million on share repurchases, appears to have no ideas to improve it.
The Board has shown that it is incapable of holding management accountable. The proposed compensation package for Mr. Stern, which we find offensive because, among other things, it is misaligned with actual performance, confirms that the Board is not protecting shareholders' interests nor properly overseeing management.
The Board's actions reveal that it lacks the necessary judgment to use Nano's cash and other resources responsibly. Between the related-party acquisition of DeepCube from two sitting directors at an inflated value in 2021, the overpriced, misguided acquisitions of Desktop Metal, Inc. (NYSE:DM) and Markforged Holding Corp. (NYSE:MKFG), and management's demonstrated inability to integrate acquired businesses and generate synergies, there is compelling evidence that additional independent voices with M&A experience are needed.
When a publicly traded company is valued at a discount to its cash, shareholders are signaling that they do not believe the company's leadership can create value. This persistent negative enterprise value reveals that the Nano Board either does not care or is not able to convince shareholders otherwise.
Our experienced and independent nominees are:
- Robert (Bob) Pons, who has more than four decades of experience as a CEO and senior executive at high-growth technology companies, as well as corporate governance expertise and unique turnaround insights from service on more than sixteen public company boards.
- Ofir Baharav, who was a Nano Dimension director from 2015 to 2021, including as Chairman from 2019 to 2021, has a career spanning more than two decades in the technology and 3D printing sector, including as VP Product Management of Nano's competitor Stratasys Ltd. (NASDAQ:SSYS), and brings experience in M&A, operational improvements, product development, corporate governance and enhancing shareholder value.
By electing these nominees, shareholders will be adding independent, objective directors with the right skills and experience to help the Company implement a long-overdue solution to its significant valuation issue and ensure the Company's resources are used to advance shareholders' interests. Importantly, these director candidates are not beholden to Mr. Stern and are committed to acting in accordance with their fiduciary duties at all times.
We look forward to sharing more with our fellow shareholders in the near-term, including evidence that the Board's priorities are in direct conflict with shareholders' best interests."
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Biographies of Murchinson's Nominees
Robert (Bob) Pons
Mr. Pons has more than four decades of experience as a CEO and senior executive in high-growth companies. He brings significant corporate governance expertise having served on the boards of more than sixteen publicly traded companies. Nano shareholders will benefit from adding his experience as a turnaround specialist to the Board.
- Served as President and Chief Executive Officer of Spartan Advisors, Inc., a management consulting firm specializing in telecom and technology companies, since 2017.
- Previously served as Executive Vice President of PTGi-ICS, a wholly owned subsidiary of HC2 Holdings, Inc., a publicly traded holding company operating subsidiaries in infrastructure, telecom, construction, energy, technology, gaming and life sciences.
- Public boards experience includes roles as Executive Chairman of SeaChange International, Inc. (NASDAQ:SEAC) as well as Director at CCUR Holdings, Inc. (OTCPK: CCUR), Alaska Communications, Inc., Inseego Corp. (NASDAQ:INSG) and MRV Communications, Inc.
Ofir Baharav
Mr. Baharav is a seasoned senior executive with a career spanning more than two decades in product development for the technology and 3D printing sector. In his various public company director roles, he has focused on M&A, operational improvements, corporate governance and enhancing shareholder value.
- Previously served as Chairman of the Nano Dimension Board from 2019 to 2021, and as a director at the Company from 2015 to 2021 (during which period Nano was valued at a premium to its cash). Prior to Nano, from 2014 to 2015, Mr. Baharav was VP, Product Management of Stratasys Ltd. (NASDAQ:SSYS), where he led the turnaround and redesign of Stratasys' flagship product.
- Currently serves as Chief Executive Officer of Maxify Solutions, Inc., which he founded in 2022 to acquire the assets of Breezer Holdings LLC and SimiGon Inc.; was SimiGon Inc.'s CEO from 2016 to 2022.
- Founded RelayHealth Corporation in 1999 and served as CEO until it was acquired by McKesson Corp. (NYSE:MCK) in 2006.
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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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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.
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