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     161  0 Kommentare ISS Recommends Nano Dimension Shareholders Support All Four of Murchinson’s Proposals – Including the Removal of Yoav Stern From the Board

    Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, “Murchinson” or “we”), the largest shareholder with approximately 5.2% of the outstanding shares of Nano Dimension Ltd. (NASDAQ: NNDM) (“Nano Dimension” or the “Company”), today announced that one of the leading international proxy advisory firms, Institutional Shareholder Services Inc. (“ISS”), has recommended that shareholders vote to support all four of Murchinson’s proposals, including the appointment of Murchinson’s two independent nominees and the removal of four sitting directors – including Chairman Yoav Stern.

    In the report, ISS raised serious concerns around Nano Dimension’s performance, governance and discount to NAV while supporting Murchinson’s nominees:1

    • “The company's share price and operating performance, coupled with corporate governance deficiencies, indicate that change is necessary and that shareholders would benefit from enhanced independence on the board.”
    • “At the same time, there appears to be a sense of urgency, given the right for shareholders to elect directors has been limited in the past and there appear to be serious concerns with the possibility of value destruction as reflected in the company's discount to cash value.”
    • “Dissident nominees Traub and Rosensweig would increase the independence of the board, and they have applicable public company director and corporate governance expertise.”
    • “In light of these considerations, shareholders are recommended to vote for the removal of incumbent directors Stern, Gera, Rotem, and Nissan-Cohen, and for the election of dissident nominees Traub and Rosensweig.”

    Specifically, regarding performance and strategy, ISS noted:

    • “(T)he stock's performance…suggests that the market does not expect the company's broader strategic plan to deliver value.”
    • “…TSR has been negative and underperformed the broader market since Stern took over as CEO, and operational performance has been mixed. The company has been acquisitive, which has resulted in significant top-line revenue growth, but has not demonstrated an ability to grow profitably.”
    • “It appears that the market does not have faith in the company's ability to build value through M&A, given NNDM currently trades at an enterprise value of approximately $(380) million and an approximate 40 percent discount to its cash per share.”

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    Regarding Chairman and CEO Mr. Stern and the other three nominees targeted for removal – as well as Murchinson’s independent nominees – ISS concluded:

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    ISS Recommends Nano Dimension Shareholders Support All Four of Murchinson’s Proposals – Including the Removal of Yoav Stern From the Board Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, “Murchinson” or “we”), the largest shareholder with approximately 5.2% of the outstanding shares of Nano Dimension Ltd. (NASDAQ: NNDM) (“Nano Dimension” or …