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Believes a Rushed Acquisition Would Occur for an Improper Purpose
Fears the Stern-Controlled Board May Want to Place Shares in Friendly Hands, Waste More of Shareholders’ Cash, or Both, in Light of a Potential Shareholder Vote
Reinforces Board Change is Urgently Needed Given Massive Value Destruction, Corporate Governance Failings and Capital Allocation Missteps Under Current Leadership
Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, “Murchinson” or “we”), which holds approximately 5.1% of the outstanding shares of Nano Dimension Ltd. NNDM (“Nano Dimension” or the “Company”), today issued the following statement urging Chairman and Chief Executive Officer Yoav Stern and the Company’s Board of Directors’ (the “Board”) to refrain from undertaking any rash acquisition or other transaction for an improper purpose:
As Nano Dimension’s largest shareholder, Murchinson is deeply disappointed by the Stern-led Board’s unwillingness to engage with us in a constructive manner. We have been seeking to exercise our right to call a special meeting because shareholders deserve the opportunity to vote on a reconstitution of the Board, with the goal of improving corporate governance following a share price decline of more than 75% since Mr. Stern was appointed as Chairman. Further, we believe that Mr. Stern and his seemingly hand-picked Board cannot be trusted to steward the approximately $1 billion in cash on the Company’s balance sheet, especially in light of their track record of questionable acquisitions.
As we noted in our previous public letter, we have serious concerns that, in response to our pending special meeting request, Mr. Stern may try to rush into irresponsible acquisitions for the primary purpose of diluting current shareholders and placing shares in friendly hands. This would be another betrayal of shareholders’ trust and a waste of more of the Company’s cash. It is imperative that the members of the Board keep in…
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