Israeli District Court Rules in Favor of Murchinson and Confirms Shareholder Vote from Nano Dimension March 2023 Special Meeting

admin November 21, 2024

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Israeli District Court Rules in Favor of Murchinson and Confirms Shareholder Vote from Nano Dimension March 2023 Special Meeting

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via Business Wire

Published November 21, 2024 • 5 minutes read

Court Ruling Rejects Nano’s Shameless and Hopeless Attempt to Release Shareholders on Claim that ADS Holders Have No Rights

Murchinson is Pleased with the Court’s Decision and Will Continue Its Efforts to Improve Nano’s Broken Corporate Governance, Stop the Pattern of Fraudulent Actions and Protect All Shareholders’ Interests Through the Current Proxy Contest.

Murchinson Urges Nano Board To Comply With Court’s Decision Promptly And Avoid Expensive Legal Techniques Or Other Attempts To Avoid Implementation What Shareholders Voted On

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TORONTO — Murchinson Ltd. (together with its subsidiaries and advisors and/or sub-advisors, “Murchinson” or “we”) is a significant shareholder of approximately 7.1% of the outstanding shares of Nano Dimension Ltd. (NASDAQ : NNDM ) (“Nano” or the “Company”) today announced that, on November 21, 2024, the Central District Court. The State of Israel (the “Court”) has delivered its long-awaited decision regarding the results of the Nano special meeting held in March 2023 (“March 2023 EGM”). The court fully confirmed the results of the March 2023 EGM.

At the March 2023 EGM, shareholders overwhelmingly supported all of Murchinson’s proposals to:

Amend the Articles of Association of Nano to allow shareholders to fill vacancies on the Board of Directors (“Board”). This right was available only to the Board.

Change the Articles of Association of Nano to allow shareholders to remove directors from the Board at any general meeting and with a simple majority. Previously, shareholders had no such right to hold directors accountable during annual meetings and could only do so with a special majority.

Remove the four directors who were serving at the time: Yoav Stern, Yoav Nissan-Cohen, Oded Gera and Igal Rotem. Notably, Mr. Rotem has since resigned from the Board, but Messrs. Stern, Nissan-Cohen and Gera have continued to serve on the Board.

Put two independent and highly qualified experts on board: Kenneth Traub and Dr. Joshua Rosensweig.

The Court’s decision confirms that Mr. Traub and Dr. Rosensweig are full members of the Board, and that Messrs. Stern, Nissan-Cohen and Gera are officially removed from the Board at the March 2023 EGM.

Murchinson said:

“We are pleased that the Court confirmed the results of the shareholders’ vote that took place at the March 2023 EGM. Some shareholders should be reminded that Nano, at the behest of Mr. Stern, spent millions of dollars in this case to fight the shareholders, taking the position that the owners of American Depository Shares (ADS) – the securities we all own and own. listed securities only of the Company – non-privileged. Actually, Nano even said that the Company has only one shareholder, ADS depository (Bank of New York Mellon)and that the bank was the only one that had all the rights granted to shareholders under the law. This fundamentally flawed argument and the enormous legal effort and expense Murchinson was forced to take to get it over with, also shows what should be clear by now: Nano is managed by a CEO and a Board that does not care about the rights and interests of the shareholders.

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We urge the Nano Board to break its pattern of bad governance by immediately complying with the Court’s decision and cooperate in good faith to implement the decision and make an orderly change of the Board seats to Mr. Traub and Dr. Rosensweig. To resort to other expensive legal means or other efforts to avoid the Court’s decision and the clear will of the shareholders would be to defy the Board’s fiduciary duties to the shareholders.

Unfortunately, given Nano’s track record, there is an urgent need for independent voices on Nano’s board now. We ask our fellow shareholders to implement this much-needed change by supporting our proposals and the most suitable nominees at the upcoming annual general meeting scheduled for December 6, 2024. Together, we can save the Nano Dimension.”

About Murchinson

Founded in 2012 and based in Toronto, Canada, Murchinson is another asset management firm serving institutional investors, family offices and qualified clients. The company has extensive experience in capturing the best return opportunities in all global markets. Murchinson’s multi-strategy approach allows him to leverage investments at all points in the market cycle by allocating liquidity between strategies. Our team specializes in corporate transactions, distressed investments, private equity and structured finance environments, leveraging their broad market knowledge of a variety of specialized products and complex integration techniques to deliver alpha within a risk-adjusted mandate. Read 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. Generally, forward-looking information refers to disclosures about future conditions, courses of action, and events. All statements contained in this press release that are not expressly historical or that depend on future events are forward-looking, and the use of the words “expects”, “believes”, “anticipates”, “intends”, “plans”, “will”, “would”, and and similar expressions are intended to identify forward-looking statements. These statements are based on Murchinson’s current expectations 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 on assumptions about future events that may not prove accurate. Murchinson undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities law.

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Disclaimer

The information contained or referred to herein is for informational purposes only to provide Murchinson’s views and matters that Murchinson believes are important to the shareholders described herein. The information is not intended to be a specific investment objection, financial condition, suitability, or specific need of any individual(s) who may receive the information, and should not be construed as advice in considering the appropriateness of any investment decision. The views expressed here represent the views and opinions of Murchinson, his views are subject to change at any time and are based on the analysis of Murchinson and his advisors. Furthermore, the information contained herein is disclosed without prejudice and shall not be construed as prejudice to any rights, claims, grounds and/or remedies of Murchinson under any contract and/or law.