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Nano Dimension Urges Shareholders to Disregard Proxy Voting Materials Issued by Murchinson Ltd.
February 23, 2023 | Nano Dimension Ltd.Estimated reading time: 3 minutes
Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, today sent a letter to shareholders urging them to disregard proxy voting materials issued by Murchinson Ltd. (“Murchinson” or the “Fund”) and its manager, Mr. Marc Bistricer.
As previously announced on January 30th, 2023, the notice of a special general meeting of the Company’s shareholders issued by Murchinson failed to comply with requirements under applicable law. Accordingly, the meeting is invalid. The Nano Dimension Board of Directors urges shareholders to take no action and disregard any materials or WHITE proxy cards they may receive. In addition, the Company filed today a lawsuit in the courts in Israel seeking a declaratory judgment that the Murchinson meeting is illegal and seeking damages in relation to Murchinson’s illegal and bad faith actions. Nano Dimension will inform its shareholders if and when a valid and duly called meeting will be held.
The Nano Dimension Board of Directors and management team are committed to continuing to act in the best interest of the Company and all of its shareholders and in accordance with the applicable laws and regulations, as well as with the Company’s articles of association.
The Company remains focused on its primary mission: to accelerate the growth of its business, leverage its unique market position and seize organic and inorganic opportunities to drive meaningful shareholder value creation. The Company initiated a $100 million share repurchase program and intends to continue its M&A strategy to create the clear AM market leader and transform AM, AME and adjacent industrial non-digitized sectors.
The full text of the letter sent to shareholders follows.
DO NOT RETURN ANY WHITE PROXY CARD FROM MURCHINSON LTD.
NANO DIMENSION WILL INFORM ITS SHAREHOLDERS WHEN A VALID MEETING WILL BE HELD
NO SHAREHOLDER ACTION IS REQUIRED AT THIS TIME
Dear Fellow Shareholder,
Thank you for your investment in and continued support of Nano Dimension.
You may have received materials recently distributed by Murchinson Ltd. related to a special general meeting of the Company’s shareholders. You should disregard those materials, including the WHITE proxy cards. No shareholder action is required or appropriate at this time.
As previously announced on January 30th, 2023, the notice of a special general meeting issued by Murchinson failed to comply with requirements under applicable law and the meeting notice is invalid. In addition, the Company filed a lawsuit in the courts in Israel seeking a declaratory judgment that the Murchinson meeting is illegal.
Only Nano Dimension will inform its shareholders if and when a valid and duly called meeting will be held, and the Company will provide materials describing important facts to consider in your election of Directors or any other matters being voted upon at that time.
Nano Dimension is a recognized world leader in the field of innovative technology of 3D printing and Digital-Cloud-Manufacturing systems. Under the guidance of our highly qualified Board of Directors and management team, Nano Dimension remains focused on its primary mission: to accelerate the growth of its business, leverage its unique market position and seize organic and inorganic opportunities for meaningful shareholder value creation.
The current strategy has driven results, including the 1,000% growth in annual revenues, from $4 million to $43.6 million, within a two-year period, while preserving over $1 billion in cash on the balance sheet to continue this trajectory and fund future growth. The Company remains focused on maximizing shareholder value, including the recently announced $100 million share repurchase program, as we execute our strategy to create the clear Additive Manufacturing (AM) market leader and transform AM, Additively Manufactured Electronics and adjacent industrial non-digitized sectors.
We look forward to providing you with more information regarding Nano Dimension’s long-term value creation strategy. In the meantime, the Nano Dimension Board of Directors and management team remain committed to acting in the best interest of all shareholders, and in accordance with the applicable laws and regulations, as well as with the Company’s articles of association.
If you have any questions, please call our proxy solicitor, Innisfree M&A Incorporated, toll-free at (888) 750-9498.
We thank you for you continued support.
Board of Directors
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