Murchinson Issues Letter to Fellow Shareholders Regarding the Urgent Need for Boardroom Change at Nano Dimension - Seite 3

Unfortunately, the Board’s apparent failure to properly oversee management is simply one symptom of the Company’s deficient corporate governance. Instead of listing the myriad ways in which Nano Dimension’s governance has failed shareholders, it is worth simply considering that since the submission of our letter to convene a special meeting, the Board has, in a matter of days, responded by:

• Trying to smear its largest shareholder – Nano Dimension has issued three press releases filled with false, misleading and inflammatory attacks on Murchinson. This behavior reflects Mr. Stern and the Board’s disregard for genuine shareholder engagement and their willingness to go to desperate lengths to entrench themselves. We hope that you, our fellow shareholders, find the Company’s conduct as disappointing as we do. In stark contrast to that, and in the spirit of trying to restart a productive dialogue, we are taking the high road by focusing on the clear facts.

• Adopting a “poison pill” – On January 25^th, the Board unilaterally adopted a shareholders’ rights plan, which is also known as a “poison pill.” While we do not view ourselves as impacted by this maneuver, poison pills are generally regarded as one of the most egregious anti-shareholder measures a company can take, especially when there is no detectable threat of a creeping takeover attempt. The Board previously sought shareholder approval for a poison pill in July 2020, but the proposal was rejected.

• Filing a dilutive registration statement to issue nearly 52 million new shares – According to the filing, this action was taken so these shares could be “reserved for issuance under the Nano Dimension Ltd. Employee Stock Option Plan.” ⁵ Rather than being a move to retain employees, we view this as an initial step towards unlawfully tipping the scales of any future shareholder vote by placing these shares in the hands of Mr. Stern’s allies, including the many who work at the Company due to what we deem a culture of cronyism. This attempt to dilute current shareholders by 20% is particularly concerning when considering that just a month ago, a critical mass of shareholders – 90% of disinterested holders – rejected a proposal to cut the exercise price of Mr. Stern’s 27.7 million warrants by 60% (from $6.16 to $2.46). Shareholders had no interest in being diluted by 10% in December 2022, so it is truly confounding that the Stern-controlled Board would take steps to cause 20% dilution a month later.

We fear that Mr. Stern will persuade his allies on the Board to approve other extreme measures in the near-term to try to entrench himself and maintain his Stern-controlled Board at the expense of shareholders. These actions could take the form of wasteful or dilutive M&A, anti-shareholder governance changes or other desperate actions that further erode the Company’s value. That is why we have exercised our right to call a special meeting and proposed constructive solutions.