Nano Dimension has released a statement addressing the attempt from its largest shareholder Murchinson to “seize control” of the Nano Board, a campaign which Nano has referred to as “self-interested”. The company also announced that its CEO and Chairman Yoav Stern intends to resign from his Board positions before the upcoming Annual General Meeting (AGM) on September 7, 2023, and will resign as CEO after the AGM, if any of the Murchinson nominees are elected to the board at the meeting.
In the statement from the Nano Board, the company claimed the stakes for its shareholders have “never been higher”, and that Murchinson is a “small, non-institutional fund with a junior team, trying to establish itself as a legitimate activist”. The company also refers to the director nominees as “Murchinson’s cronies”, and says Murchinson has offered “no strategic plan whatsoever” for creating value at Nano Dimension.
The company also claims that during court proceedings during recent months, Murchinson made it clear that it has “no ideas or plans with regards to Nano’s business”, and that its “only goal” is to liquidate the company and seize profits and gains.
Nano Dimension also said that members of its senior management team, including Stern, have indicated that they do not intend to serve under a board which includes “any director paid by cash-chasing-predator Murchinson”.
Stern said: “My decision today is mine, and mine alone. I remain confident in Nano and its Board, and unequivocally trust our uniquely capable group of eight directors. They continue to demonstrate the utmost loyalty to the Company and its shareholders without being paid any cash compensation, only granted minimal RSU/equity vested over 3 years of service. They entrusted me to lead Nano Dimension 30 months ago, under unusual circumstances, and I am grateful for that.
“I simply refuse to work with any representatives of Murchinson, a predator group intending to dismantle Nano, whose loyalty is paid for with ‘golden leashes’. Murchinson director nominees have all accepted inducement payments ($50,000) each, just for selling their biographies to Marc Bistricer, Murchinson’s Chief Executive Officer. He, together with Murchinson, agreed to pay more than $8 million to settle charges brought by the Securities and Exchange Commission (the ‘SEC’) for securities law offenses, and is also currently facing accusations by the Ontario Securities Commission (the ‘OSC’), which has requested that the Ontario Capital Markets Tribunal issue an order permanently prohibiting Mr. Bistricer from trading in any securities of derivatives, among other relieves.
“The choice is clear – continue to support ALL OF YOUR current Board members that have been working with management to execute a focused plan to drive value, or allow ‘the foxes into the henhouse’. By letting ANY Murchinson/Bistricer-paid-directors into the Board you are practically turning the keys over to Murchinson, who not only will likely be left with no team to lead the Company, but simply plan to liquidate Nano’s cash assets to the detriment of shareholders. We urge shareholders to vote FOR ALL the current Nano Board members who are each committed to protecting your investments and increasing its value.
“Should Murchinson’s nominees become directors, they are explicitly conflicted due to the compensation arrangement with their payor, Murchinson, and cannot represent the interests of Nano and its shareholders. Further, should any of those nominees be elected, unfortunately I shall neither be able nor ready to serve under a Board that includes representatives whose loyalty was purchased by Bistricer for Murchinson’s financial benefit.”
Later in the statement, Nano Dimension reiterated its claim that Murchinson has “no strategic plan, no vision for Nano’s future, nor any nominees with successful or digital-cloud-manufacturing industry expertise”. The company said: “The only nominee who has operated in the periphery of our industry, Mr. Ofir Baharav: He has failed repeatedly and left his positions, joined a startup in which he led its product to a colossal failure, then got into fights with his partners and investors and was ousted as well.”
Nano Dimension references an Israeli court testimony from July 2023, in response to questions from an Israeli court judge where it claims Murchinson’s Senior Analyst Moshe Sarfaty said: ““I don't analyze the activity, because I don't understand 3D printing…. we really have no idea what is not good and what is not good to do here.”
Nano added: “With no insight into the business, one can only conclude that Murchinson’s intention is to take control and liquidate Nano’s cash assets without regard for realising Nano’s long-term value for shareholders.”
Murchinson and Mr Bistricer are currently in litigation with Nano in the New York State Court. Nano says the litigation alleges: “Murchinson and Anson inappropriately manipulated the market for Nano’s ADSs by working in tandem to lower the price of the Company’s public securities in order to buy them for themselves, dismantle the Company, and distribute its assets for Murchinson’s and Anson’s own benefits, in violation of multiple laws and resulting in their unjust enrichment.”
The full statement from Nano Dimension can be found here.
Murchinson said in its most recent statement: "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 maneuvers taken by Nano Dimension.”
Read more:
A complete timeline of the Stratasys + Nano Dimension + Desktop Metal + 3D Systems story (so far)
Murchinson in new attempt to enact change at Board level of Nano Dimension
