Murchinson Issues Letter to Fellow Shareholders Regarding the Urgent Need for Boardroom Change at Nano Dimension - Seite 2

Despite the roadblocks being put in place by Nano Dimension, we will take all necessary steps to provide shareholders the opportunity to vote on our proposals to reconstitute the Board at a special meeting. We firmly believe that a meaningfully refreshed Board with a responsible capital allocation philosophy will be able to optimize Nano Dimension’s overcapitalized balance sheet and explore a full range of strategic options to unlock tremendous value for all of the Company’s shareholders.

WHY CHANGE IS NEEDED NOW

Most of the Company’s staggered Board, including Mr. Stern, were appointed and have never stood for election due to apparent manipulations of the director class system. It is equally troubling that Mr. Stern’s service agreement includes a highly unusual provision that gives him authority to approve directors or receive compensation from the Company. Unfortunately for shareholders, Mr. Stern’s chairmanship has been defined by significant share price declines, poor capital allocation and terrible corporate governance. We believe it is time to reshape the Board by removing interconnected directors who have seemingly been beholden to Mr. Stern at the expense of shareholders. In our view, it is time to add truly independent directors who are committed to maximizing value for all shareholders.

Since Mr. Stern was appointed to the Board and named Chairman nearly two years ago, Nano Dimension’s shares are down 77.7%.¹ Over the same period, the Company’s share price has lagged its only self-reported peer, Stratasys (Nasdaq: SSYS), by 27%.² Perhaps most concerning, the Company’s shares trade at a substantial discount to its more than $1 billion cash position. In our view, this disconnect reflects the market’s fear that Mr. Stern will continue to destroy value.

At Mr. Stern’s direction, Nano Dimension has made a series of acquisitions.³ With the exception of one (DeepCube Ltd.), each of these targets were revenue generating companies. We believe that Mr. Stern has used these acquisitions to mask the underperformance of the Company. Tellingly, on January 24, 2023, Nano Dimension reported preliminary and unaudited 2022 revenue of $43.6 million, which Mr. Stern labeled the highest annual revenue in the Company’s history. However, based on our analysis, the unaudited 2022 revenue number actually represents a loss of value. If these companies had never been bought by Nano Dimension, their combined pre-acquisition revenue added to the Company’s organic revenue would have been roughly $10 million higher.⁴ It appears Mr. Stern has spent shareholder capital on businesses that have cumulatively actually lost revenue once part of the Company.