ISS Recommends Nano Dimension Shareholders Support All Four of Murchinson's Proposals - Including the Removal of Yoav Stern From the Board
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
Specifically, regarding performance and strategy, ISS noted:
Regarding Chairman and CEO Mr. Stern and the other three nominees targeted for removal - as well as Murchinson's independent nominees - ISS concluded:
Criticizing Nano Dimension's corporate governance and response to Murchinson's campaign, ISS wrote:
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:
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.
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.
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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