ISS Recommends Nano Dimension Shareholders Support All Four of Murchinson’s Proposals – Including the Removal of Yoav Stern From the Board
States that Chairman and CEO Yoav Stern is “At the Center” of the Underperformance and Governance Concerns, Supporting Murchinson’s “Compelling Case for Change”
Highlights Public Company Experience and Corporate Governance Expertise of Murchinson Nominees Traub and Rosensweig
Cites “Sense of Urgency” Given that Rights of Shareholders Have Been Limited in the Past and “Serious Concerns” of Value Destruction Given Company’s Discount to Cash Value
Concludes that Shareholders Would Benefit From “Enhanced Independence on the Board” and Recommends FOR the Appointment of Kenneth H. Traub and Dr. Joshua Rosensweig and to REMOVEIncumbent Directors Stern, Gera, Rotem and Nissan-Cohen
Shareholders Should Follow ISS Recommendation and Act Now to Vote Before the Cut-Off Date for ADS Holders of 12:00 p.m. ET on March 13, 2023
TORONTO–(BUSINESS WIRE)–
Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, “Murchinson” or “we”), the largest shareholder with approximately 5.2% of the outstanding shares of Nano Dimension Ltd. (NASDAQ: NNDM) (“Nano Dimension” or the “Company”), today announced that one of the leading international proxy advisory firms, Institutional Shareholder Services Inc. (“ISS”), has recommended that shareholders vote to support all four of Murchinson’s proposals, including the appointment of Murchinson’s two independent nominees and the removal of four sitting directors – including Chairman Yoav Stern.
In the report, ISS raised serious concerns around Nano Dimension’s performance, governance and discount to NAV while supporting Murchinson’s nominees:1
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“The company’s share price and operating performance, coupled with corporate governance deficiencies, indicate that change is necessary and that shareholders would benefit from enhanced independence on the board.”
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“At the same time, there appears to be a sense of urgency, given the right for shareholders to elect directors has been limited in the past and there appear to be serious concerns with the possibility of value destruction as reflected in the company’s discount to cash value.”
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“Dissident nominees Traub and Rosensweig would increase the independence of the board, and they have applicable public company director and corporate governance expertise.”
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“In light of these considerations, shareholders are recommended to vote for the removal of incumbent directors Stern, Gera, Rotem, and Nissan-Cohen, and for the election of dissident nominees Traub and Rosensweig.”
Specifically, regarding performance and strategy, ISS noted:
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“(T)he stock’s performance…suggests that the market does not expect the company’s broader strategic plan to deliver value.”
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“…TSR has been negative and underperformed the broader market since Stern took over as CEO, and operational performance has been mixed. The company has been acquisitive, which has resulted in significant top-line revenue growth, but has not demonstrated an ability to grow profitably.”
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“It appears that the market does not have faith in the company’s ability to build value through M&A, given NNDM currently trades at an enterprise value of approximately $(380) million and an approximate 40 percent discount to its cash per share.”
Regarding Chairman and CEO Mr. Stern and the other three nominees targeted for removal – as well as Murchinson’s independent nominees – ISS concluded:
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“Stern is at the center of the underperformance and corporate governance concerns underpinning the dissident’s compelling case for change.”
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Regarding Stern’s potential departure, ISS states, “that risk is worth accepting due to the urgency of the situation and the possibility of more value destruction under his continued guidance.”
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Addressing the other three sitting directors, ISS notes, “Gera, Rotem, and Nissan-Cohen have contributed, alongside Stern, to many of the decisions that have led to this state of affairs.”
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In contrast, “Dissident nominees Traub and Rosensweig would increase the independence of the board, and they would bring public company director and corporate governance expertise.”
Criticizing Nano Dimension’s corporate governance and response to Murchinson’s campaign, ISS wrote:
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“NNDM maintains a number of problematic governance policies and practices. Importantly, there is a classified board and there are structural concerns.”
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“Over the last three years, only five directors have stood for election, with no directors up for election at the 2020 annual meeting, two directors up for election at the 2021 annual meeting, and three directors up for election at the 2022 annual meeting.”
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“Regardless of the stated rationale, shuffling directors between classes has deprived shareholders of their right to opine on nominees. It is also worth noting that only five of nine directors are classified as independent, and the board does not maintain a nominating and governance committee.”
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“That the CEO has the right to approve new directors calls into question the ability of the board to effectively oversee management, and of the board to refresh itself.”
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“In addition to these concerns with board composition, structure, and independence, the board has adopted a defensive posture in response to the dissident’s acquisition proposal and subsequent call for a special meeting.”
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“It is also important to consider the timing of the dissident’s request. Shareholders rejected the company’s proposals at the December 2022 special meeting, which can be seen as a message of no confidence.”
Murchinson stated: “ISS has fully recognized change is urgently needed at Nano Dimension. It is clear that ISS – and we believe other shareholders – share many of the concerns we have expressed throughout our campaign about the Company’s alarming performance, governance and disregard for the best interests of the Company and its shareholders. Notably, the report spells out the culpability of Chairman and CEO Mr. Stern in black and white. ISS’s respected standing as both an expert in contested situations and as an objective third party should reinforce to shareholders that the call for change at Nano Dimension is the right one. As ISS notes, waiting means risking further value destruction. We strongly encourage fellow shareholders to vote today.”
Murchinson’s specific proposals – each of which ISS supported based on the reasoning that they would improve corporate governance and Murchinson’s campaign deserved support – are:
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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.
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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 highly qualified candidates who are independent of each other, of Murchinson and of Nano Dimension – Mr. Kenneth H. Traub and Dr. Joshua Rosensweig – to serve as directors of the Company.
For more information – including on how to vote – shareholders should visit: www.SaveNanoDimension.com
Shareholders have the opportunity to vote at the upcoming Special General Meeting of Shareholders (the “Special Meeting”), in spite of the Company’s efforts to declare the meeting illegal. ADS holders should be mindful that all votes must be received by 12:00 p.m. E.T. on March 13, 2023, and, in any event, should correspond with their bank or broker to ensure their vote is counted.
Additional Information and Where to Find It
In connection with the Meeting, Murchinson will make available to the Company’s shareholders of record a proxy statement describing the various proposals to be voted upon at the Meeting, along with a proxy card or voting instruction form enabling them to indicate their vote on each matter. Murchinson has also furnished copies of the proxy statement, the proxy card and voting instruction form to the SEC as exhibits to the Schedule 13D amendment we filed with the SEC, which may be obtained for free from the SEC’s website at www.sec.gov, as well as at the following website: www.SaveNanoDimension.com.
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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.
Cautionary Statement Regarding Forward-Looking Statements
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.
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1 Permission to quote ISS was neither sought nor obtained. Emphases added.
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