Nano Dimension and activist investor Murchinson are still fighting, and both sides have made statements that contradict each other.
Murchinson Ltd. has announced that all four of Murchinson’s proposals received overwhelming support at a Special General Meeting of Shareholders. Nano Dimension has countered with a statement titled, “Nano Dimension Shareholders Overwhelmingly Did NOT Support Murchinson’s Proposals in Invalid Meeting; Murchinson Deceives, But the Numbers Don’t Lie.”
The case, as presented by Murchinson
According to Murchinson’s proxy solicitor’s report, Murchinson’s four proposals received about 92% of the votes cast in the “Special Meeting,” excluding abstentions. Proposal 3a, to remove Chairman and CEO Yoav Stern from the Board, obtained at least 92% of the votes cast for the Extraordinary Meeting (excluding abstentions), implying that more than 11 times as many shares were voted to remove Mr. Stern as were voted to keep him.
More than 95% of the votes cast for the Special Meeting supported Proposal 1, which would allow shareholders to fill vacancies on the Board, and Proposal 2, which would allow shareholders to dismiss directors with a simple majority.
Murchinson says that 56,042,891 shares were voted on at the meeting, which is an impressive number considering that Nano Dimension had instructed shareholders not to vote at the meeting, refused to recognize its legal legitimacy, and filed a lawsuit to make it illegal.
Murchinson said about 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.
Nano Dimension responds to Murchinson’s statement
“From the start, Murchinson’s campaign has been predicated on falsehoods, misinformation and bad-faith actions. The announcement yesterday is merely a continuation of efforts to deceive shareholders by claiming ‘victory’ in a meeting that had no validity and therefore was of no consequence.”
“Excluding shares owned by Murchinson and Anson – who we have strong reason to believe has been acting in concert with Murchinson – the campaign received support from less than 9.5% of shares voted. Put another way, more than 90% of the Company’s shares voted that are unaffiliated with Murchinson and Anson either voted against Murchinson’s proposed nominees or opted not to participate in this fraudulent vote.”
“The low voter turnout, which was less than 13% of shares as of the record date excluding Murchinson and Anson owned shares, and lack of support for Murchinson’s nominees demonstrates that our shareholders will not be coerced by an actor who the Company believes is solely interested in making a quick profit at the expense of substantial potential long-term value for other shareholders. It further highlights the inherent flaws in Murchinson’s intense yet selective solicitation effort. This invalid and partial process and subsequent outcome is precisely what the Company’s Board of Directors warned against and wanted to avoid in order to protect the voice of ALL shareholders.”
“Nano Dimension shareholders should disregard any voting results released by Murchinson. The meeting – and therefore the vote – is invalid.”
“Given that the notice of a special general meeting of the Company’s shareholders issued by Murchinson failed to comply with requirements under applicable law, and given that it is a direct violation of the Depository Agreement between the Company, Bank of New York Mellon (the “Depositary”) and the ADS holders, as well the Company’s Articles of Association, Nano Dimension shareholders should disregard any voting results released by Murchinson. Further, no votes have been delivered from the Depositary to the Company, further underpinning the invalidity of the Murchinson meeting. In addition, the Israeli Court recently rejected Murchinson’s motion to shorten the procedural deadlines in order to reach a judgement on the alleged illegal March 20th shareholder meeting. The Court hearing is scheduled for June 18, 2023.”
“Nano Dimension’s Board of Directors and management team remain laser-focused on generating sustainable, long-term shareholder value through our disciplined capital allocation approach that combines strategic investments in both organic and inorganic opportunities with the return of capital to shareholders. We continue to make excellent progress against our strategic plan, generating exceptional revenue growth as we invest in the Company’s technology and continue to opportunistically pursue attractive acquisition opportunities, including the proposed transaction with Stratasys Ltd., which would create a clear leader in the additive manufacturing industry.”
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Featured image shows the Nano Dimension facility. Photo via Nano Dimension.