Murchinson Takes Action to Replace Board of Directors of Nano Dimension at Upcoming Annual General Meeting
Highlights Entrenchment Tactics Taken by the Board Before and Following March Special Meeting Where Shareholders Overwhelmingly Supported Murchinson's Case for Change – Including the Removal of CEO and Chairman Yoav Stern From the Board
Puts Forward Proposals to Improve Company's Failed Corporate Governance by Seeking to Remove All Current Directors and Appoint Five New, Experienced and Independent Nominees
Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, "Murchinson" or "we"), a significant shareholder with approximately 5.9% of the outstanding shares of Nano Dimension Ltd., a company incorporated in Israel (NASDAQ:NNDM) ("Nano Dimension" or the "Company"), today announced that it has submitted proposals to the Company for inclusion on the agenda for the upcoming Annual General Meeting of Shareholders (the "Annual Meeting") scheduled for September 7, 2023.
Exercising its right under Israeli law, Murchinson submitted proposals aimed at overhauling the Company's broken corporate governance, which Murchinson believes is the only pathway to improving Nano Dimension's negative enterprise value and track record of poor financial performance.
The proposals call for:
- The replacement or removal of all members of the Board of Directors (the "Board"), including those who are not up for re-election at the Annual Meeting;
- The election or appointment of five new independent and experienced director nominees: Ms. Karen Sarid, Mr. Robert (Bob) Pons, Mr. Phillip Borenstein, Ms. Timor Arbel-Sadras, and Mr. Ofir Baharav; and
- Amending the Company's Articles of Association to drastically improve its governance including, among other things, the declassification of the Board.
Murchinson stated:
"At the Special Meeting convened by Murchinson on March 20, 2023, Nano Dimension's shareholders sent a clear message that change was urgently needed on the Company's Board. In response, Yoav Stern and Nano Dimension have taken every possible step to ignore the will of shareholders and further entrench themselves. These actions have included wasting shareholder capital by refusing to acknowledge the outcome of the vote, filing frivolous lawsuits against Murchinson and other significant investors, and waging an irrational, dead-end campaign to acquire Stratasys Ltd.
Given that Nano Dimension has remained resolute in its desire to disenfranchise its own shareholders, we have been forced to put forth proposals to effectively replace the entire Board at the upcoming Annual Meeting. In our view, the only way to reverse the status quo of terrible governance and value destruction is to install independent directors who collectively possess the relevant 3D printing, technology, industry, operating, strategic, financial planning, M&A and governance expertise and experience. We believe that a new Board is urgently needed to protect shareholders' interests and are committed to making this a reality – regardless of any further entrenchment maneuvers taken by Nano Dimension."
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APPENDIX: MURCHINSON'S DIRECTOR CANDIDATES
Karen Sarid brings decades of marketing, financial, operational and governance expertise, having served as a public company director and senior-level executive throughout her career.
- Currently serves as a Director at Brainsway Ltd. (NASDAQ, TASE: BWAY), a healthcare services company, since 2017, where she serves as Chair of the Audit Committee and a member of the Compensation and Executive Committees.
- Previously served as Vice President of Beauty and Dental and Chairman of China activities at Syneron Medical Ltd. and as President of Alma Lasers Ltd.
- Previously awarded "CFO of the Year" by The Israeli Forum of Chief Financial Officers, which is a consortium of CFOs from Israeli corporations with annual revenue exceeding 150 million NIS.
Robert (Bob) Pons has a lengthy track record of creating shareholder value, having served on the boards of directors of more than a dozen publicly traded companies and by bringing his experience as a turnaround specialist after more than four decades as a CEO and senior executive in high growth companies.
- 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 science.
- Served on a number of public boards, including as Executive Chairman of Seachange International, Inc. (NASDAQ:SEAC) as well as a director at CCUR Holdings, Inc. (OTCPK: CCUR), Alaska Communications, Inc., Inseego Corp. (NASDAQ:INSG) and MRV Communications, Inc.
Phillip Borenstein has significant experience creating value at companies drawing on his private equity, M&A, operational and corporate governance expertise as a senior executive and director in addition to his proficiency in financial analysis and asset management.
- Founded and currently serves as a Partner at Hamilton EQ Management LLC, where he has managed its portfolio of commercial real estate and healthcare facilities since 2016.
- Serves as a Director, Portfolio Manager, and Partner at Hamilton Equity Partners LLC, a private equity firm, since 2014.
- Raised the seed money and is an active partner and supporter of the Triumph Leadership Innovation group, an organization working to empower and develop young managers.
- Earned an M.S. degree in accounting, including research and studies relating to forensic reviews of public company financial reports.
Timor Arbel-Sadras brings more than two decades of experience in the high-tech sector with a strong track record creating value by driving operational, investment and strategic decisions as a senior leader and director in numerous Israeli companies.
- Currently serves as Chief Executive Officer of LeumiTech, the leading high-tech banking arm of Israel's largest bank, Bank Leumi Le Israel BM (TASE: LUMI), since 2021.
- Previously served as a member of the Board of Directors of Negev Group Ltd., and as a board observer of various companies, including ControlUp Technologies Ltd., Earnix Ltd., and Rav Bariach Industries Ltd.
- Led the investment decisions in Israeli technology and industrial companies while serving in various roles at Viola Credit, and previously served as Chief Operating Officer of EverC, an Israeli fintech startup.
Ofir Baharav has a more than two-decade career as a seasoned senior executive and public company director in the technology and 3D printing sector with a focus 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.
- Currently serves as Chief Executive Officer of Maxify Solutions, Inc., since 2022, which he formed to acquire the assets of Breezer Holdings LLC and SimiGon Inc. after serving as SimiGon's CEO since 2016.
- Served in various executive roles in the 3D printing and semiconductor sector, and was the founder of RelayHealth Corporation, a healthcare company that was acquired by McKesson Corp. (NYSE:MCK).
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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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