Murchinson issues letter to fellow shareholders encouraging them to see through nano dimension’s deceptive scare tactics and make their voices heard
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 issued the below open letter to its fellow shareholders regarding the yoav stern-led board of directors’ (the “board”) continued disinformation campaign and concerning attempts to dissuade shareholders from having their voices heard. the letter also includes as an appendix a comprehensive list of the real questions shareholders should be asking mr. stern and the board. 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. for more information – including murchinson’s new presentation “saving nano dimension,” investors should visit: www.savenanodimension.com. *** fellow shareholders, as nano dimension’s largest shareholder, murchinson’s interests are directly aligned with yours. we have one goal: to reverse the appalling value destruction under yoav stern’s chairmanship and ensure that the board starts acting in the best interests of all shareholders. nano dimension shares have declined by more than 77% since mr. stern was appointed chairman in 20211. further, the company currently has a negative enterprise value of more than $400 million. these are not opinions or “misinformation.” they are real facts. is the stern-led board interested in defending its performance and laying out a coherent blueprint for reversing the tide? no. instead, the main concern of the board and its high-priced advisors seems to be doing everything possible to scare you, the shareholders, from voting at the upcoming special meeting. shareholders should ask themselves these critical questions: we believe the answer to each of these questions is that the stern-led board knows the facts are not on their side. shareholders should take the time to draw conclusions for themselves – we encourage you to read the presentation murchinson recently issued, available here. this document carefully details the current board’s track record of dismal underperformance, terrible corporate governance and insider dealings, and poor capital allocation. unlike the company, murchinson’s case for change is not built on innuendo or transparent scare tactics. it is built on facts. it is also imperative that shareholders do not take mr. stern’s ever-changing narrative at face value. for example, after previously claiming that the discount to nav at which nano dimension shares trade “puzzled” and “frustrated” him,2 mr. stern is now suddenly making the case that it is natural that the company would trade so far below cash value and that this is all part of his plan. the reality is that this apparent about-face is a reactive stance driven by murchinson’s call for a special meeting. similarly, mr. stern is taking credit for now launching a $100 million share repurchase program – something he could have done for months when the share price was even lower than it is today but has chosen to do now that he is under pressure as a result of our efforts. without shareholder-driven change, the status quo will continue at nano dimension. we encourage shareholders to support our four proposals, including removing four legacy directors and replacing them with two highly-qualified, truly independent nominees – kenneth h. traub and dr. joshua rosensweig. these two individuals are corporate governance experts with demonstrated track records of improving company performance to benefit all shareholders, and we believe they can be instrumental in helping right the ship at nano dimension. thank you for your support. moshe sarfaty murchinson ltd. *** as a reminder, murchinson previously announced that a special meeting will be held at the offices of its outside israeli counsel, goldfarb seligman, law offices, at ampa tower, 98 yigal alon street, tel aviv 6789141, israel, on monday, march 20, 2023, at 16:00, israel time. the record date for the meeting is february 20, 2023. murchinson has also filed a notice of the meeting and related proxy materials for the meeting with the u.s. securities and exchange commission (“sec”). if you have any questions about voting or need assistance, please contact our proxy solicitor, okapi partners llc, at (212) 297-0270 or toll free at (844) 202-7428. *** appendix of investor questions we urge all shareholders to review the following questions and pose them to mr. stern and the stern-led board: how is lowering the exercise price of almost 28 million of your warrants good for us, the shareholders? don’t you think that reducing it from $6.16 to $2.46 sends us the message that you have no faith in the stock ever going to $6.16 or higher? aren’t you motivated enough by the millions of $0.75 warrants that you have and your annual salary of $600,000 before bonus, that you need to also reprice those b warrants? and didn’t the proposed vesting terms of those warrants allow you to exercise 25% (close to 7 million warrants) as early as february 3, 2023? additional information and where to find it in connection with the special 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. *** 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. __________________________ 1 from march 11, 2021 to january 22, 2023 when murchinson sent the company the special meeting demand. 2 nano dimension 2022 second quarter conference call.
