Nano Dimension takes preventive measures for fear of an uncontrolled takeover of the company

Last year, the Israeli company Nano Dimension made a number of acquisitions of companies outside the 3D printing industry, significantly expanding its product portfolio, but the most sensational was the acquisition of a 12% share of one of the market leaders – Stratasys. It might seem that we are dealing with a very serious player who begins to deal cards while sitting at a table with the absolute elite of the industry, meanwhile … it turns out that in Nano Dimension itself there are serious turbulences at the ownership level and the matter is strongly developing.

Today, Nano Dimension announced the board’s approval of a limited-time shareholder rights plan. The rights plan in place is intended to reduce the likelihood that any entity, person or group will gain control or significant influence over Nano Dimension. The protection of the company’s property is to last for two consecutive years.

In December 2022, Nano Dimension announced that it had been targeted for acquisition by third parties “for business or personal purposes”. The company implied that the intention of the acquisition was to “dismantle the company”, while claiming that “a shocking smear campaign was launched which it claimed was intended to harm Nano Dimension and its executives.” At the same time, the board announced that it “will protect the company from any attempt to cause harm or impose measures that are not in the best interests of the company and its shareholders”, resulting in the just announced shareholder rights plan.

The adoption of the rights plan is intended to protect the company’s long-term interests and enable it to fully realize the potential value of shareholders’ investment in the company. The company says it is not intended to prevent or interfere with any activity with respect to Nano Dimension that management deems to be in its best interest. By implementing this tactic, Nano Dimension believes that its board of directors will be able to fulfill their fiduciary duties on behalf of the company, giving it sufficient time to make an informed assessment of any attempt to control or exert significant influence over Nano Dimension. Once the rights plan is in place, stakeholders will also be required to negotiate directly with the board of directors before attempting to gain control or exert significant influence over the company.

The rights plan is similar to a move made by Stratasys last year, shortly after Nano Dimension acquired 12% of its stake and was rumored to be preparing to take over the 3D printing leader. Under the rights plan, Nano Dimension will issue one special purchase right for each ADS outstanding at the end of February 6, 2023. Each right will allow its holder to purchase one-half of one (0.5) ADS from Nano Dimension, at a purchase price of $0.01 USD when the laws become enforceable. The rights would only become enforceable if an entity, person or group acquired beneficial ownership of 10% or more of Nano Dimension’s issued common stock in a transaction not approved by the company’s board of directors.

The Nano Dimension rights plan will expire on January 27, 2024. Its implementation comes just months after Bloomberg reported that the main shareholder of Murchinson Ltd. made a non-binding offer to acquire the remaining shares of the company for $4 per share in the amount of $995 million. The company is said to own over 10 million shares in Nano Dimension…

On the one hand, the situation is very confusing, and on the other hand, it seems that the actions Nano Dimension took against Stratasys last year unexpectedly turned against it. Either way, we’ll keep you updated on the case…


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