SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of: October 2024 (Report No. 4)
Commission file number: 001-37600
NANO DIMENSION LTD.
(Translation of registrant’s name into English)
2 Ilan Ramon
Ness Ziona 7403635 Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
CONTENTS
This Report of Foreign Private
Issuer on Form 6-K consists of: (i) Nano Dimension Ltd.’s (the “Registrant”) press release issued on October 28, 2024,
titled “Nano Dimension Sends Letter to Shareholders”, which is attached hereto as Exhibit 99.1; and (ii) a Position Statement
submitted by Murchinson Ltd., representing Boothbay Absolute Return Strategies, LP, Boothbay Diversified Alpha Master Fund, LP, Nomis
Bay Ltd. and BPY Limited (the “Proposing Shareholders”), regarding the Registrant’s 2024 annual general meeting of shareholders,
scheduled to be held on December 6, 2024 (the “Meeting”), which is attached hereto as Exhibits 99.2. Additional proxy materials
related to the Meeting were filed on a Report on Foreign Private Issuer on Form 6-K/A on October 28, 2024.
This Report of Foreign Private
Issuer on Form 6-K is incorporated by reference into the Registrant’s registration statements on Form F-3 (File No. Nos. 333-255960,
333-233905, 333-251155,
333-252848, and 333-278368)
and Form S-8 (File No. 333-214520,
333-248419 and 333-269436),
filed with the SEC, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or
reports subsequently filed or furnished.
No Offer or Solicitation
This communication is not
intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Additional Information
about the Transaction and Where to Find It
In connection with the proposed
transaction, Markforged Holding Corporation (“Markforged”) intends to file with the SEC a proxy statement (the “Proxy
Statement”). Markforged may also file other relevant documents with the SEC regarding the proposed transaction. This document is
not a substitute for the Proxy Statement or any other document that Markforged may file with the SEC. The definitive Proxy Statement (if
and when available) will be mailed to shareholders of Markforged. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders will be able to obtain free copies of the Proxy Statement (if and when available) and other
documents containing important information about Markforged and the proposed transaction, once such documents are filed with the SEC through
the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Registrant will be available
free of charge on the Registrant’s website at https://investors.nano-di.com/sec-filings-1/default.aspx.
Participants in the
Solicitation
The Registrant, Markforged
and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about the directors and executive officers of the Registrant, including a description of their
direct or indirect interests, by security holdings or otherwise, is set forth in the Registrant’s Annual Report on Form 20-F for
the fiscal year ended December 31, 2023, which was filed with the SEC on March 21, 2024. Information about the directors and executive
officers of Markforged, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth
in Markforged’s proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 26, 2024 and
Markforged’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 15, 2024.
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC regarding the proposed
transaction when such materials become available. Investors should read the Proxy Statement carefully when it becomes available before
making any voting or investment decisions. You may obtain free copies of these documents from the Registrant or Markforged using the sources
indicated above.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
Nano Dimension Ltd. |
| |
(Registrant) |
| |
|
|
| Date: October 28, 2024 |
By: |
/s/ Dotan Bar-Natan |
| |
Name: |
Dotan Bar-Natan |
| |
Title: |
General Counsel |
2
Exhibit 99.1
Nano Dimension Sends Letter to Shareholders
Nano Dimension is Successfully Executing a Disciplined
and Focused Value Creation Strategy That is Driving Future Value for ALL Shareholders
Board and Management Team Led Transformational
M&A, Financial and Operational Improvements and Governance Enhancements Over Past Year
Murchinson Once Again Seeking to Take Control
of Nano Through a Series of Proposals That Would Paralyze the Company’s Strategy
Nano Dimension Urges Shareholders to Vote
“FOR” Nano Dimension’s Proposals at the Annual General Meeting to be Held on Friday, December 6th, 2024
Act Fast – Voting Cut-off is on Sunday,
December 1st, 2024, at 11:59 p.m. ET
To Learn More Visit: www.ProtectingNanoValue.com
Waltham, Mass., October 28th, 2024
– Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or the “Company”), a leading supplier of Additively
Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”)
3D printing solutions, today sent a letter to shareholders in connection with the Company’s upcoming 2024 Annual General Meeting
of Shareholders (the “Annual Meeting”).
The letter details the progress Nano Dimension
has made in executing its focused value creation strategy under the guidance of Nano Dimension’s
Board of Directors (the “Board”) and the leadership of its management team. Key highlights of the past 12 months include:
| ● | Two
transformational M&A agreements that accelerate Nano Dimension’s plans to become
a leader in digital manufacturing; |
| ● | Improvements
in financial and operational performance; and |
| ● | Significant
governance enhancements. |
The
letter also highlights the value destructive and deeply concerning proposed Annual Meeting agenda items received from Murchinson Ltd.
(“Murchinson”). Despite shareholders’ clear rebuke last year, Murchinson is once again attempting to gain control of
Nano Dimension through a series of proposals that would paralyze the Company’s strategy, while facilitating its path to
gain control of the Board, obtain Nano Dimension’s cash, and prevent the maximization of long-term value for all shareholders.
The Board urges shareholders to protect their
investment and the future of the Company by voting today “FOR” ALL of Nano Dimension’s proposals.
The Annual Meeting will be held on Friday, December 6th, 2024, at 7:00 A.M. ET. Shareholders of record as of the close
of business on October 22nd, 2024, are entitled to vote at the Annual Meeting. Votes must be received by 11:59 P.M. ET on Sunday,
December 1st, 2024.
The Company’s definitive proxy statement
and other important information and resources related to the Annual Meeting can be found at www.ProtectingNanoValue.com
or the investor relations page of the Company’s website.
The full text of the letter can be found below.
Nano Dimension Shareholders: Once Again, You
Must VOTE to Protect Your Investment in Nano!
Dear Fellow Shareholder,
At last year’s Annual General Meeting (“AGM”) of
Nano Dimension (“Nano” or the “Company”), you made the choice to protect your Company and your investment —
your decisive votes prevented the self-interested actors at Murchinson Ltd. (“Murchinson”) from seizing control of Nano.
In the year since our last AGM, your Board of Directors (“Board”)
and management team have been delivering on the promises we made to you, leading Nano’s successful expansion strategy to
become a digital manufacturing leader.
We are executing on our multi-pronged growth
strategy, comprised of transformational M&A, and driving improvements in financial and operational performance, while we have also
instituted significant governance enhancements.
Despite our progress in executing our strategy, Murchinson is once
again seeking to derail our approach for its own self-interested gains.
As a result, at the upcoming AGM to be held on December 6, 2024, shareholders
must again vote to protect their investment.
The answer is clear:
| ü | Vote FOR ALL of Nano’s proposals, allowing our Board
to continue executing on our strategic plan to build significant long-term value for all Nano shareholders; |
– AND –
| × | Vote AGAINST Murchinson’s efforts to derail our
progress. All of their proposals will destroy value. |
| Nano
Is Executing a Focused Value Creation Strategy |
Delivering Results and Driving
Future Value Creation
Over the past year, your Board and management team have driven Nano’s
transformation into a broad, digital manufacturing leader with expanded 3D printing and additive manufacturing (“AM”) capabilities.
Our strategy is delivering results. Nano’s strong
organic growth from development and innovation in leading technologies, combined with a disciplined and focused M&A strategy and publicly
stated plans to return capital to shareholders, are expected to continue to drive future value for shareholders:
Transformational
M&A. The agreements to acquire Desktop Metal, Inc. (“Desktop Metal”) and Markforged Holding Corporation (“Markforged”),
which are expected to close in the fourth quarter of 2024 and first quarter of 2025, respectively, are a realization of Nano’s ambitious
and prudent M&A strategy to create the market leader in AM. The future combined company, including both Desktop Metal and Markforged,
is expected to have approximately $340 million in revenue based on fiscal year 2023 and is expected to have approximately $475 million
in cash, cash equivalents, and marketable securities at the time of expected closing of both transactions. The addition of both companies
at compelling valuations is expected to accelerate Nano’s path to becoming a leading force in Industry 4.0 and digital manufacturing,
further strengthening the Company’s value proposition for shareholders, customers and employees, as well as provide Nano with a
clear path to profitability.
To learn more, visit ProtectingNanoValue.com
Improved Financial and Operational
Performance. Nano’s focus on operational excellence has enabled it to deliver strong organic growth and meaningful efficiencies.
This focus has enabled the leadership team to scale Nano, drive improved business performance and deliver results to the bottom line.
Nano’s focus on sales wins and new product development has led to 29% organic revenue growth in 2023 compared to the prior year.
Importantly, it is not just about the top-line — Nano reported a 69% reduction in cash burn in the first half of 2024 from the first
half of 2023 and is laser-focused on driving towards profitability.
Returning Capital to Shareholders.
Nano is executing a balanced capital allocation approach that enables shareholder returns, investment in R&D and further growth through
M&A. Nano has completed over $160 million in share repurchases over two programs to buy back its shares at compelling valuations to
drive shareholder value since the first repurchase program was approved in August 2022.
| Nano
Has Enacted Corporate Governance Enhancements |
Nano has acted on feedback from shareholders and governance experts over the past year and instituted important enhancements to its corporate
governance. These changes include:
Reducing the size of the Board
from nine to eight directors, seven of whom are independent;
Separating the Company’s Chairman
and CEO roles and appointing Dr. Nissan-Cohen as Chairman of the Board; and
Continuing efforts to refresh the
Board, including the appointments of three new directors: Ambassador Georgette Mosbacher, Major General (Ret.) Eitan Ben-Eliahu and
4-Star General (Ret.) Michael Garrett.
Our accomplished Board consists of eight highly qualified individuals
– seven of whom are independent – with diverse skills that align with and support our focus on growth, while taking our
portfolio of proprietary manufacturing solutions to the next level.
The two Nano directors targeted by Murchinson, our CEO Yoav Stern and
4-Star General (Ret.) Michael X. Garrett, are critical to the Board’s oversight of our strategy and continued success.
During both their tenures, Nano has executed eight M&A transactions, including the recent agreements with Desktop Metal and Markforged,
driven meaningful operational efficiencies, while delivering strong organic revenue growth, and made significant progress in innovation.
With their deep expertise and institutional knowledge, we have the right Board in place to bolster our long-term strategy and deliver
value for shareholders.
To learn more, visit ProtectingNanoValue.com
|
Murchinson
Is, Again, Threatening to Derail Our Progress With Its Self-Interested Agenda Items |
Last year, shareholders recognized that Murchinson brought NO
plan for value creation, NO executable ideas, and NO director candidates with additive skills.
Despite shareholders’ clear rebuke last year, Murchinson is once
again attempting to take control of Nano through a series of proposals that would paralyze Nano’s strategy, while facilitating
Murchinson’s path to gain control of the Board and prevent us from maximizing long-term value for all shareholders. Murchinson
is attempting to do this by removing two directors who are critical to our Board oversight in favor of two unqualified nominees, while
also de-staggering the Board.
In addition, Murchinson has made a proposal, which Nano has rejected
on legal grounds, seeking to prevent us from executing on any M&A transactions above $50 million, including our already
signed agreements with Desktop Metal and Markforged. This absurd concept would effectively hold up Nano’s growth strategy
to allow Murchinson time to take control of a de-staggered Board. Make no mistake, this approach is not an attempt to protect your interests:
it is a blatant effort to freeze Nano in place as Murchinson seeks to gain control.
You have before you two proposals from Murchinson and the choice is
clear:
Reject Murchinson’s Unqualified
Director Nominees.
| o | Ofir Baharav is Nano’s prior Chairman of the Board. His career has been riddled with concerns about questionable ethics and
failed businesses. Importantly, his oversight of Nano’s strategy led the Company to one of its most dire periods. He currently serves
as the CEO of PowerBreezer, a fledgling ventilators manufacturer, which under Mr. Baharav’s leadership has failed to meet all its
goals since 2016, including to complete an IPO. Prior to that, he was ousted from XJet, a company he founded, after conflicts with at
least two prominent investors and the company’s co-founder. |
| o | Robert Pons has ZERO direct 3D printing experience. |
| o | These unqualified director candidates have NO additive skills, NO strategic plan, and NO
independence from Murchinson. |
Reject
De-Staggering the Board. A staggered Board ensures that only a portion of the directors are up for election at any given time, providing
stability and continuity in leadership and allowing time for long-term strategic planning. Importantly, it also reduces risk of attempts
to undervalue the Company in a takeover. Murchinson clearly recognizes that a staggered Board would make it harder for it to gain control
– this proposal is a blatant attempt to make it easier to dismantle and liquidate Nano.
|
Murchinson
Brings a History of Dubious, Self-Interested Behavior and NO Plan to Create Value for Nano’s Shareholders |
As a reminder, Murchinson is a family hedge fund with a long track
record of problematic actions and poor judgment – including stock manipulations, violations of law, and legal proceedings with regulatory
authorities. This record extends to its founder, Marc Bistricer, who was required to pay the Securities and Exchange Commission (“SEC”)
$8 million in August 2021 for rules violations and has subsequently been accused by the Ontario Security Commission of carrying out an
abusive short-selling scheme. In addition, Murchinson’s co-conspirators Anson Funds and Anson Advisors were fined $2.25 million
by the SEC for misleading disclosures in June 2024, just a few months after another October 2023 SEC fine.
To learn more, visit ProtectingNanoValue.com
Murchinson follows a simple playbook whereby the fund finds promising
companies such as Nano, furtively acquires a large position and then seeks to dismantle the company and distribute its cash for Murchinson’s
own benefit. The fund brings NO insight into the business, NO plan for value creation and NO
executable ideas.
Murchinson’s own employees admit to these facts. Mr. Moshe Sarfaty,
a senior analyst and employee of Murchinson, directly admitted to Murchinson’s lack of understanding of Nano’s business activities
and valuation in his July 2023 court testimony:
“I don't analyze the activity, because
I don't understand 3D printing…. we really have no idea what is good and what is not good to do here.”
With no insight into the business, it is clear Murchinson does not
care about creating value for all of Nano’s shareholders – it only cares about itself. Murchinson is ultimately seeking to
gain control of your Company without paying a premium. Allowing Murchinson to pursue its self-interested agenda through its proposals
would deprive you of considerable upside as Nano continues to execute on its strategy.
WE URGE YOU TO PROTECT YOUR INVESTMENT –
VOTE FOR NANO’S PROPOSALS AND AGAINST MURCHINSON’S SELF-INTERESTED AGENDA ITEMS
Your vote is important. Throw away any proxy
materials you may receive from Murchinson. For most shareholders, the expected deadline to vote electronically will be 11:59 pm
ET on December 1, 2024. Please vote as early as possible and follow the instructions on your voting instruction form as your
broker may impose earlier voting cut-offs.
If you have questions about how to vote your shares, please contact:
INNISFREE M&A INCORPORATED
Shareholders, Call Toll-Free: at (877) 717-3923
(for U.S. and Canada)
Or +1 (412) 232-3561 (all other countries).
|
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is
to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficient
precision additive electronics and manufacturing – by delivering solutions that convert digital designs to electronic or mechanical
devices – on demand, anytime, anywhere.
To learn more, visit ProtectingNanoValue.com
Nano Dimension’s strategy is driven by
the application of deep learning-based AI to drive improvements in manufacturing capabilities by using self-learning & self-improving
systems, along with the management of a distributed manufacturing network via the cloud.
Nano Dimension has served over 2,000 customers
across vertical target markets such as aerospace and defense, advanced automotive, high-tech industrial, specialty medical technology,
R&D, and academia. The Company designs and makes Additive Electronics and Additive Manufacturing 3D printing machines and consumable
materials. Additive Electronics are manufacturing machines that enable the design and development of High-Performance-Electronic-Devices
(Hi-PED®s). Additive Manufacturing includes manufacturing solutions for production of metal, ceramic, and specialty polymers-based
applications - from millimeters to several centimeters in size with micron precision.
Through the integration of its portfolio of products,
Nano Dimension is offering the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmental footprint,
and design-for-manufacturing capabilities, which is all unleashed with the limitless possibilities of additive manufacturing.
For more information, please visit www.nano-di.com.
Forward Looking Statements
This document contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding benefits and advantages
of the proposed transactions with Markforged and Desktop Metal, and the combined company; Nano Dimension’s leadership in AM; the
combined company’s revenues and cash; other aspects of the expected transactions with Markforged and Desktop Metal, including the
timing of closing of the acquisitions thereof, the potential benefits of a staggered board; Nano Dimension’s strategy; Nano Dimension’s
path to profitability, future growth and value to shareholders; and all other statements other than statements of historical fact that
address activities, events or developments that Nano Dimension intends, expects, projects, believes or anticipates will or may occur in
the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management.
When used in this communication, the words “outlook,” “guidance,” “expects,” “believes,”
“anticipates,” “should,” “estimates,” “may,” “will,” “intends,”
“projects,” “could,” “would,” “estimate,” “potential,” “continue,”
“plan,” “target,” or the negative of these words or similar expressions are intended to identify forward-looking
statements, though not all forward-looking statements contain these identifying words. These forward-looking statements involve known
and unknown risks and uncertainties, which may cause the Company’s actual results and performance to be materially different from
those expressed or implied in the forward-looking statements. Accordingly, we caution you that any such forward-looking statements are
not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict.
Because such statements deal with future events and are based on the current expectations of Nano Dimension, Desktop Metal and Markforged,
they are subject to various risks and uncertainties. The acquisitions of Markforged and Desktop Metal are subject to closing conditions,
some of which are beyond the control of Nano, Desktop Metal or Markforged. Further, actual results, performance, or achievements of Nano
Dimension, Desktop Metal or Markforged could differ materially from those described in or implied by the statements in this communication.
The forward-looking statements contained or implied in this communication are subject to other risks and uncertainties, including those
discussed (i) under the heading “Risk Factors” in Nano’s annual report on Form 20-F filed with the Securities and Exchange
Commission (the “SEC”) on March 21, 2024, and in any subsequent filings with the SEC, (ii) under the heading “Risk Factors”
in Desktop Metal’s annual report on Form 10-K filed with the SEC on March 15, 2024, and in any subsequent filings with the SEC,
and (iii) under the heading “Risk Factors” in Markforged’s annual report on Form 10-K filed with the SEC on March 15,
2024, and in any subsequent filings with the SEC. The combined company financial information included in this communication has not been
audited or reviewed by Nano’s auditors and such information is provided for illustrative purposes only. You should note that such
combined company information has not been prepared in accordance with and does not purport to comply with Article 11 of Regulation S-X
under the Securities Act of 1933, as amended. Except as otherwise required by law, Nano undertakes no obligation to publicly release any
revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites
is not incorporated by reference into this communication. Nano is not responsible for the contents of third-party websites.
To learn more, visit ProtectingNanoValue.com
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer
to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, Markforged intends to
file a proxy statement with the SEC. Markforged may also file other relevant documents with the SEC regarding the proposed transaction.
This document is not a substitute for the proxy statement or any other document that Markforged may file with the SEC. The definitive
proxy statement (if and when available) will be mailed to shareholders of Markforged. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the proxy statement (if and when
available) and other documents containing important information about Markforged and the proposed transaction, once such documents are
filed with the SEC through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by the Company will be available free of charge on Markforged’s website at https://investors.markforged.com/sec-filings.
Participants in the Solicitation
Nano Dimension, Markforged and certain of their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from Markforged shareholders in respect of the
proposed transaction. Information about the directors and executive officers of Nano Dimension, including a description of their direct
or indirect interests, by security holdings or otherwise, is set forth in Nano Dimension’s Annual Report on Form 20-F for the fiscal
year ended December 31, 2023, which was filed with the SEC on March 21, 2024. Information about the directors and executive officers of
Markforged, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Markforged’s
proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 26, 2024 and Markforged’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 15, 2024. Other information regarding
the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the proposed transaction when
such materials become available. Investors should read the proxy statement carefully when it becomes available before making any voting
or investment decisions. You may obtain free copies of these documents from Nano Dimension or Markforged using the sources indicated above.
Nano Dimension Contacts
Investor:
Julien Lederman, VP Corporate Development
ir@nano-di.com
Media:
Kal Goldberg / Bryan Locke / Kelsey Markovich | NanoDimension@fgsglobal.com
To learn more, visit ProtectingNanoValue.com
7
Exhibit 99.2
POSITION STATEMENT
October 22, 2024
Nano Dimension Ltd. (the “Company”, “Nano”
or “you”)
2 Ilan Ramon St.
Ness Ziona 7403635
Israel
Attention: The Board of Directors (the “Board”)
Re: Position Statement – Annual General
Meeting
Dear Sir/Madam,
On October 16, 2024,
the Company published a notice and proxy statement for an annual general meeting of the shareholders to be held on December 6, 2024 (the
“Meeting”). Murchinson Ltd. (“Murchinson”) and certain funds it advises and/or sub-advises set forth
on the signature page of the Letter (as defined below) (the “Funds” and, together with Murchinson, the “Proposing
Shareholders” or “we”) respectfully submit this position statement in connection with the Meeting, including
those agenda items set forth in our demand letter dated as of the date hereof (the “Letter”).
Based on publicly
available information, we currently hold an approximately 7.1% stake in the Company and, as reflected in the Letter, sought that Nano
include our proposals on the agenda of the Meeting to allow the shareholders of the Company to vote upon resolutions to substantially
improve the Company’s corporate governance and conduct.
Over the past
two years, Murchinson has been advocating for improvements to the Board that are critical to long term shareholder value creation. As
a brief recap, in March 2023 Nano shareholders voted overwhelmingly to remove Yoav Stern, Oded Gera, Igal Rotem, and Yoav Nissan-Cohen
from the Board. Shockingly, Nano has reacted with efforts to disenfranchise shareholders and a determination to ignore their clear message.
Directors who were rejected by over 85% of voting shareholders, including the current Director candidate Yoav Stern, have refused to leave
the Board. The Board has illegally ignored Murchinson’s rights as shareholders, manipulated the voting process in the September
2023 annual meeting of shareholders, and brazenly weaponized the legal systems in Israel and the US at shareholders’ expense. Litigation
regarding the March 2023 extraordinary meeting of shareholders and the 2023 AGM (collectively, the “Israeli Litigations”)
is ongoing. While we are confident that our position in the Israeli Litigations will prevail, the Israeli Court is not currently expected
to issue its decisions until well after the date of the Meeting.
Shareholders should not wait
for the Israeli Court to resolve all of these disputes. The purported refreshment of the Board that has taken place since early 2023
is a defensive reaction designed to give the appearance of responsiveness without actually taking any steps to improve valuation, capital
allocation, operations, strategy, or corporate governance. The Company’s persistently negative enterprise value reveals that the
market is suspicious of current leadership and applies a discount to Nano’s cash out of fear that Yoav Stern and his friends on
the Board will continue to squander shareholder resources. Confronted with the pace of value destruction at Nano, the potential harm
of continuing the status quo, the ongoing misuse of corporate resources, and the façade of governance improvement, the Meeting
represents an opportunity for shareholders to install new Directors who are unquestionably independent of management.
We believe the Board’s
failure to supervise management caused, and continues to cause, harm to shareholders. Yoav Stern’s reign over the Company and over
the Board led Nano to a deep and persistent discount to its cash value. Unable to deal with the implied criticism of a negative enterprise
value, Stern has opted to lash out at shareholders by wasting the cash on a series of overpriced, non-synergistic, senseless acquisitions
of companies that he himself had previously admonished.
Directors of public
companies have a fiduciary obligation to put shareholders’ interests ahead of their own, to advocate for shareholders’ interests
when they conflict with management, to take steps to mitigate risk to shareholders, to ensure that management is appropriately compensated,
and to plan for management succession. In contrast to these commonly understood obligations, we believe the Board has failed to exercise
proper oversight of management. Election of the Murchinson Nominees, opposition to Yoav Stern’s excessive and unwarranted compensation,
support for declassification of the Board, and a limited duration requirement for shareholder approval of acquisitions are necessary steps
to restore common sense and accountability to shareholders at the Board level, as well as safeguarding the Company’s capital against
further wasteful transactions.
| 1. | Our Position on Proposal No. 1 – Re-Appoint Auditors |
In Proposal 1, the Board recommends
to re-appoint Somekh Chaikin, a member of KPMG International, as the Company’s independent auditor until the next annual general
meeting.
We currently intend to ABSTAIN on Proposal
1.
| 2. | Our Position on Proposal No. 2 – Election of Two Class I Directors |
Murchinson recommends that shareholders
VOTE FOR Robert (Bob) Pons and Ofir Baharav (the “Murchinson Nominees”) on Proposal 2 for the following
key reasons:
Shareholders Already Rejected Stern
At the March 2023
shareholder meeting, 86.8% of votes were cast to remove Stern from the Board. In response, Stern launched a campaign to strip shareholders’
rights. His removal from the Board is justified by the results of the March 2023 vote and by the efforts he has taken to entrench
himself on the Board. He repeatedly demonstrated that he is not the right leader to determine what happens next for Nano shareholders.
Valuation
The company’s
claim of total shareholder return that outperforms peers is of limited solace to shareholders who are so terrified of Nano’s next
value-destructive maneuver that the company’s enterprise value is below its cash. The following table of EV/Revenue multiples
for Nano and its peers (source: Bloomberg) speaks volumes regarding shareholders’ view of Nano and its peers.
| EV
/ Revenue | |
NNDM | | |
DDD | | |
DM | | |
MKFG | | |
SSYS | |
| Q1 2024 | |
| (20.6 | )x | |
| 6.5 | x | |
| 9.1 | x | |
| 4.9 | x | |
| 4.6 | x |
| Q4 2023 | |
| (27.1 | )x | |
| 7.9 | x | |
| 5.8 | x | |
| 3.7 | x | |
| 5.4 | x |
| Q3 2023 | |
| (27.4 | )x | |
| 6.0 | x | |
| 11.9 | x | |
| 10.2 | x | |
| 4.8 | x |
| Q2 2023 | |
| (26.0 | )x | |
| 10.4 | x | |
| 10.9 | x | |
| 5.8 | x | |
| 6.3 | x |
| Q1 2023 | |
| (26.9 | )x | |
| 11.5 | x | |
| 17.4 | x | |
| 3.5 | x | |
| 5.6 | x |
| Q4 2022 | |
| (46.0 | )x | |
| 6.8 | x | |
| 6.3 | x | |
| 3.6 | x | |
| 2.9 | x |
| Q3 2022 | |
| (55.3 | )x | |
| 7.0 | x | |
| 15.6 | x | |
| 9.9 | x | |
| 3.9 | x |
| Q2 2022 | |
| (39.9 | )x | |
| 8.1 | x | |
| 8.0 | x | |
| 6.3 | x | |
| 4.9 | x |
| Q1 2022 | |
| (33.3 | )x | |
| 14.3 | x | |
| 29.8 | x | |
| 22.5 | x | |
| 7.4 | x |
| Q4 2021 | |
| (44.6 | )x | |
| 16.3 | x | |
| 22.6 | x | |
| 26.6 | x | |
| 6.7 | x |
| Q3 2021 | |
| 20.6 | x | |
| 19.2 | x | |
| 57.3 | x | |
| 38.2 | x | |
| 5.7 | x |
| Q2 2021 | |
| 914.5 | x | |
| 30.3 | x | |
| 128.5 | x | |
| 0.0 | x | |
| 8.0 | x |
| Q1 2021 | |
| 930.1 | x | |
| 22.8 | x | |
| 272.8 | x | |
| 0.0 | x | |
| 8.7 | x |
| Q4 2020 | |
| 461.6 | x | |
| 7.6 | x | |
| 396.3 | x | |
| 13.0 | x | |
| 6.1 | x |
| Q3 2020 | |
| 99.9 | x | |
| 4.4 | x | |
| 40.0 | x | |
| 0.0 | x | |
| 3.1 | x |
| Q2 2020 | |
| 79.3 | x | |
| 7.5 | x | |
| 4.1 | x | |
| 0.0 | x | |
| 4.9 | x |
| Q1 2020 | |
| 7.5 | x | |
| 6.6 | x | |
| (2.0 | )x | |
| 0.0 | x | |
| 4.2 | x |
| Q4 2019 | |
| 6.7 | x | |
| 6.0 | x | |
| 0.0 | x | |
| 0.0 | x | |
| 5.0 | x |
| Q3 2019 | |
| 8.9 | x | |
| 6.0 | x | |
| 0.0 | x | |
| 0.0 | x | |
| 5.3 | x |
Governance
General Michael Garrett
stated he intends to bring ethical decision-making to the Board, but he has not delivered. During Garrett’s tenure, the Board
has: (i) called, a few days after the war in Israel started, a special meeting to solicit higher pay packages and then used the war
in Israel as an excuse to cancel it; (ii) announced another overpriced proposal to acquire Stratasys; (iii) retained Nano’s
investment in Stratasys and lost an additional $45 million of shareholders’ money; (iv) overrode shareholders’ poison
pill opposition at the 2020 AGM by extending it; and (v) taken a road trip to Alaska, at shareholders’ expense, just months
after firing about 25% of the Company’s employees to “cut expenses”.
145 Adelaide Street West, Fourth Floor, Toronto,
ON M5H 4E5
Tel. +1 416 845 0666 Fax +1 416 981 7333
Stern and Garrett’s
commitment to creating value for shareholders is questionable. The Murchinson Nominees are a clearly preferable alternative because of
their skills, experience, and above all else independence – from Murchinson and from Nano's management. Electing Pons and Baharav
will install objective voices on the Board who understand their responsibility to shareholders - a necessary first step towards restoring
the market’s trust in the Company.
We
recommend that all of the Company’s shareholders VOTE FOR the Murchinson Nominees and VOTE AGAINST
the Nano Nominees.
| 3. | Our Position on Proposal No. 3 - Changes to Non-Executive Directors’ Compensation and to the Company’s
Compensation Policy |
It has long been
our position that one of the reasons that Nano does not attract qualified Directors is the meager consideration paid to Board members,
resulting in a collection of Directors who are either unqualified or who are willing to assume this position (with the risks and responsibilities
associated with it) for questionable reasons. A case in point is two former Directors, Yaron Eitan and Dr. Eli David, who joined the Board
and then engaged in a related party transaction to sell their zero-revenue software startup to Nano for over $70 million.
While we believe
the proxy statement for the Meeting fails to disclose pertinent information about the proposed compensation (e.g., the composition of
the peer group used by the Board in setting the compensation levels), we currently intend to VOTE FOR Proposal 3. We view
this as the lesser of two evils, and caution shareholders that it should not be construed as our endorsement of the various statements
included in the proxy statement.
| 4. | Our Position on Proposal No. 4 - Compensation Terms of the Company’s CEO, Mr. Yoav Stern |
The CEO compensation proposal
appears to be unnecessarily confusing. It is also incomplete because it does not include an actual copy of the contract. We struggle
to understand how the Board expects shareholders to support this proposal with insufficient information to evaluate it. Additionally,
the Board should have known better than to propose an unwarranted and excessive compensation package – in 2022 ISS opposed and
shareholders rejected proposed changes in Series B warrant
terms for Stern. We believe shareholders should reject this proposal because it is similarly offensive, including for the following key
reasons:
| ● | Misalignment
of pay and performance / insufficient emphasis on long-term shareholder value creation: Rather
than tying compensation awards to actual shareholder value creation (e.g. reducing the valuation
discount to Nano’s cash), the proposal uses indirect metrics that can be manipulated. |
| ● | Risk
of “pay for failure”: If this proposal is approved, Stern would be entitled to
cash bonuses for completing acquisitions that are of dubious value to shareholders. By redefining
“Good Reason” in this proposal, Stern would receive excessive severance if shareholders
vote to remove him from the Board (an inappropriate inclusion for a CEO compensation proposal). |
| ● | We
see nothing to indicate that there was a sound process for compensation decision-making.
Although the Compensation Committee claims that one of its focuses was, “to ensure
the compensation package was both market-aligned and had a strong link to performance,”
the sole indication that market trends played a role is a conclusion from the Board’s
compensation consultant that the package “reflects the 50th – 60th percentile
level compared with … our Peer Group.” |
| ● | The
proposal’s multiple “performance” awards are excessive and unwarranted.
Shareholders have no reason to pay Stern today for value that he destroyed last year (or
the year before). |
| ● | In
2020, when the Board asked shareholders to vote on Stern’s compensation package, it
provided a copy of the management services agreement. By asking shareholders to vote on the
new compensation package without disclosing Stern’s new agreement, the Board has failed
to provide shareholders with clear, comprehensive compensation disclosures that are informative,
timely, and necessary for a full and fair evaluation of executive pay practices. |
We
believe that shareholders should oppose this proposal because there is an unmitigated misalignment between CEO pay and company
performance, Nano maintains significant problematic pay practices, and the Board has exhibited a significant level of poor communication
and responsiveness to shareholders. We intend to VOTE AGAINST Proposal No. 4.
| 5. | Our Position on Proposal No. 5 - Approve Amendments to Article 39. |
In furtherance
of our goal to improve Nano’s corporate governance and instill a culture of accountability, we propose to amend Article 39 to repeal
the Board’s classification and elect all directors annually. In our proposed amendment to Article 39, we clarify, among other things,
that directors elected or appointed by the shareholders at the 2024 Meeting will hold office until the next annual meeting (unless earlier
time as such director’s office is vacated).
145 Adelaide Street West, Fourth Floor, Toronto,
ON M5H 4E5
Tel. +1 416 845 0666 Fax +1 416 981 7333
Annual election of Directors is widely recognized
as a governance best practice. By way of confirmation, we share the following with fellow shareholders:
“Directors should be re-elected
annually; classification of the board generally limits shareholders’ rights to regularly evaluate a board’s performance and
select directors.”
- BlackRock Investment Stewardship Proxy voting
guidelines
Effective as of January 2024
“In terms of accountability
mechanisms, we believe there should be annual elections of the full board of directors.”
- State Street Global Advisors Proxy Voting and
Engagement Policy
Effective March 25, 2024
“Geode will vote FOR proposals
to de-classify boards.”
- Geode Voting Policies - 2024
We recommend that all of the Company’s shareholders
VOTE FOR Proposal No. 5.
| 6. | Our Position on Proposal No. 6 - Adopt New Article 71. |
Since we submitted
the demand to hold the March Meeting, the Board has taken every opportunity to further entrench itself, including, without limitation,
by announcing it will seek “transformative transactions”, which shareholders witnessed in Nano’s wasteful and ineffective
campaign to acquire Stratasys Ltd. More recently, the Desktop Metal deal announced in July 2024 and Markforged deal announced in September
2024 are rife with problems including misleading disclosure of expense, excessive valuation, and unrealistic synergy estimates. For example,
Nano has told shareholders the cost of the Desktop Metal deal is $185 million, while choosing not to disclose that it will almost certainly
also have to purchase, at par, $115 million of Desktop Metal outstanding notes that will inflate the total transaction cost to $300 million.
A transaction that was presented with synergy estimates that would lead to break-even in four to five years will actually need ten years
for shareholders to be made whole.
Stern’s philosophy
regarding the role that M&A should play in Nano’s strategy was revealed in August 2023 when he threatened Murchinson’s
counsel that:
“We shall raise
$300 M and complete a $599 M acquisitions. And blow your client out of the Ontario lack by dilution them to a consistency of a
greeze thinner. Just because YOU fucked up ... Watch me. It is not about money for me. It is about revenge ... This will be fun, for
sure,” (spelling mistakes and profanities are at the source).
The proposal to
require shareholder approval of an Acquisition Transaction (as defined in proposed Article 71) would improve the Company's corporate governance
at a reasonable cost. In consideration of Stern’s threat, the complicity that we have seen from the Board, the Company’s “pay
any price” approach to deal-making, and the rapid pace of recent transaction announcements, we do not believe that shareholders
have anyone representing their interests when Nano is negotiating a transaction. Under these circumstances, adding a temporary requirement
for shareholder approval of Acquisition Transactions is a critical step to protecting shareholders and preventing the destruction of shareholder
value. The potential cost of this proposal is the expense of a shareholder meeting. We have intentionally limited the scope of the proposal
to transactions valued at more than $50 million, a reasonable floor, and the proposal’s sunset is predetermined to occur 30 days
after the 2025 AGM. In short, the proposal is designed to maximize shareholder protection in response to a specific threat from a CEO
who has become unfriendly to shareholders.
We recommend that all of the Company’s shareholders
VOTE FOR Proposal No. 6.
***
We believe that
our proposals set forth in the enclosed Letter will help affect a long-overdue change to the Board, and importantly, help to align the
Board with shareholders’ interests to maximize value.
This Position
Statement should not be construed to prejudice any of our claims, rights, arguments, demands, grounds and/or remedies under any contract,
the Articles of Association and/or law. It is hereby further clarified that every claim and right of the undersigned, including those
in relation to the pending lawsuits between the parties, and any other matter, are fully reserved and nothing herein derogates from them.
145 Adelaide Street West, Fourth Floor, Toronto,
ON M5H 4E5
Tel. +1 416 845 0666 Fax +1 416 981 7333
7
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