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Nano Dimension Ltd., a leader in digital manufacturing solutions, announced that its Board of Directors has adopted a limited duration shareholder rights agreement.
The adoption of the Rights Agreement is intended to protect the long-term interests of Nano Dimension and all Nano Dimension’s holders of American Depository Shares (“ADSs”) and enable them to realize the full potential value of their investment in the Company. The Rights Agreement is designed to reduce the likelihood that any entity, person or group would gain control of, or exert significant influence over, Nano Dimension.
The Rights Agreement is not intended to prevent or interfere with any action with respect to Nano Dimension that the Board determines to be in the best interests of the Company. Instead, it will assist the Board with fulfilling its fiduciary duties to the Company by ensuring that the Board has sufficient time to make informed judgments about any attempts to gain control or significantly influence Nano Dimension. The Rights Agreement will encourage anyone seeking to gain a significant interest in Nano Dimension to negotiate directly with the Board prior to attempting to gain control or significantly influence the Company.
The Rights Agreement is similar to those adopted by other similarly positioned publicly traded companies. Pursuant to the Rights Agreement, Nano Dimension will issue one special purchase right for every one ADS outstanding at the close of business on February 13, 2026. Each right will allow its holder to purchase from Nano Dimension one (1) ADS, at a purchase price of $0.01 per ADS, once the rights become exercisable. The rights would become exercisable only if an entity, person or group acquires beneficial ownership of 9.99% or more of Nano Dimension’s outstanding ordinary shares in a transaction or transactions not approved by the Board. The rights under the Rights Agreement will expire on February 1, 2027. The Rights Agreement does not restrict shareholders from engaging in a public proxy or consent solicitation.
Further details about the Rights Agreement will be contained in a Current Report on Form 8-K and in a Registration Statement on Form 8-A that the Company will file with the U.S. Securities and Exchange Commission (SEC).
As previously disclosed, the Board, with the support of its financial advisors, Guggenheim Securities, LLC and Houlihan Lokey, continues to advance a structured and data driven strategic alternatives review process. This thorough and comprehensive process is progressing in-line with the Company’s stated plan and remains focused on evaluating all options to maximize shareholder value. The Company expects to provide additional information on this process during its upcoming earnings call, to the extent updates are available.
