Nano Dimension’s largest shareholder Murchinson Ltd has submitted proposals to the company aimed at removing all current members of its Board of Directors ahead of Nano’s Annual General Meeting (AGM) of Shareholders next month.
The AGM is scheduled for September 7, 2023, with largest shareholder Murchinson proposing that the company’s ‘broken corporate governance’ be included on the agenda. The make-up of Nano Dimension's Board of Directors has been a bone of contention for months, with Murchinson lobbying for the removal of four Board members and the appointment of two independent directors as early as February.
Murchinson, who says it is exercising its right under Israeli law, believes overhauling the aforementioned broken corporate governance is the only pathway to improving the company’s ‘negative enterprise value and record of poor financial performance.’ It is proposing that all members of the Nano Board are replaced or removed, including those who are not up for re-election at the AGM, with five new independent and experience director nominees be appointed. These nominees are Ms Karen Sarid, Mr Robert Pons, Mr Phillip Borenstein, Ms Timor Arbel-Sadras, and Mr Ofir Baharav. Murchinson also wishes to amend the company’s Articles of Association to drastically improve its governance, which would include the declassification of the Board, ‘among other things.’ Murchinson has previously proposed Kenneth H. Traub and Dr. Joshua Rosensweig be appointed to the Nano Board.
The proposals from Murchinson come just days after Nano Dimension appeared to stand down its attempts to acquire Stratasys, a campaign it commenced earlier this year. Concurrent with these acquisition attempts, Nano Dimension has been embroiled in a power struggle with Murchinson, who owns approximately 5.9% of Nano Dimension’s outstanding shares, which has been played out in court as well as the respective communication channels of both companies.
Reiterating its desire to see changes made at the top of Nano Dimension, Murchinson stated:
“At the Special Meeting convened by Murchinson on March 20, 2023, Nano Dimension’s shareholders sent a clear message that change was urgently needed on the Company’s Board. In response, Yoav Stern and Nano Dimension have taken every possible step to ignore the will of shareholders and further entrench themselves. These actions have included wasting shareholder capital by refusing to acknowledge the outcome of the vote, filing frivolous lawsuits against Murchinson and other significant investors, and waging an irrational, dead-end campaign to acquire Stratasys Ltd.
“Given that Nano Dimension has remained resolute in its desire to disenfranchise its own shareholders, we have been forced to put forth proposals to effectively replace the entire Board at the upcoming Annual Meeting. In our view, the only way to reverse the status quo of terrible governance and value destruction is to install independent directors who collectively possess the relevant 3D printing, technology, industry, operating, strategic, financial planning, M&A and governance expertise and experience. We believe that a new Board is urgently needed to protect shareholders’ interests and are committed to making this a reality – regardless of any further entrenchment manoeuvres taken by Nano Dimension.”
Murchinson has provided further detail of its proposed Board Members here.
