Nano Dimension’s largest shareholder makes another attempt to dismiss the company’s entire board

For the past few months, Nano Dimension has been seeking (unsuccessfully…) to acquire Stratasys, and one of the ideas to bring this plan to fruition was the failed attempt to replace the company’s entire board and board. Ultimately, nothing came of it, but the same Nano Dimension will soon have to face exactly the same problem that Stratasys wanted to prepare. The largest shareholder of the Israeli company – Murchinson, intends to make another attempt to overthrow the controversial Yoav Stern and his henchmen. It is to take place during the Annual General Meeting of Shareholders, which will take place on September 7, 2023.

Nano Dimension’s largest shareholder described the would-be takeover of Stratasys as “irrational”, proposing to put the topic of the company’s “broken corporate governance” on the agenda. Nano Dimension’s board of directors has been a bone of contention for months, with Murchinson lobbying to remove four board members and appoint two independent directors as early as February this year.

Murchinson says he is exercising his right under Israeli law, believing that fixing the aforementioned broken corporate governance is the only way to improve “negative corporate value and poor financial performance.” He proposes that all Nano Dimension board members be replaced or removed. It also wants to appoint five new independent and experienced directors. These candidates are Karen Sarid, Robert Pons, Phillip Borenstein, Timor Arbel-Sadras and Ofir Baharav. Murchinson also wants to amend the company’s charter to dramatically improve governance, which would include “amongst other things” declassifying the board.

Murchinson’s proposals come just days after Nano Dimension abandoned its bid to acquire Stratasys. Concurrent with these takeover attempts, the company has become embroiled in a power struggle with Murchinson, who owns approximately 5.9% of the stock.

So Murchison stated:

“At the Extraordinary General Meeting convened by Murchinson on March 20, 2023, Nano Dimension shareholders sent a clear message that an urgent change in the Company’s Management Board was needed. In response, Yoav Stern and Nano Dimension took every possible step to ignore the will of shareholders and continue to grow stronger. These activities included wasting shareholder capital by refusing to recognize the result of the vote, filing frivolous lawsuits against Murchinson and other major investors, and conducting an irrational campaign to acquire Stratasys Ltd.

Given that Nano Dimension seeks to disenfranchise its shareholders, we have been forced to put forward a proposal for an effective replacement of the entire board at the upcoming annual meeting. In our opinion, the only way to reverse the status quo of dismal management and value destruction is to bring in independent directors who collectively have relevant knowledge and experience in 3D printing, technology, industry, operations, strategic planning, financial, mergers and acquisitions and management. We believe a new Board of Directors is urgently needed to protect shareholder interests, and we are committed to making this happen – regardless of any further decision by Nano Dimension.”


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