Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano” or the “Company”), a
leading supplier of
Additively
Manufactured
Electronics and multi-dimensional polymer, metal &
ceramic
Additive
Manufacturing 3D printing solutions,
today commented on the Israeli court ruling regarding Nano’s
Extraordinary General Meeting (the “EGM”) that was held on March
20th, 2023.
Highlights of the ruling include:
- The EGM on March 20th, 2023, was determined to have been duly
convened and the results of the meeting are valid, including the
proposed changes to the Company’s Articles of Association.
- Decisions made by Nano’s Board since the March 2023 EGM are
also valid, including agreements to acquire Desktop Metal, Inc.
(“Desktop Metal”) and Markforged Holding Corporation
(“Markforged”).
- Kenneth Traub and Dr. Joshua Rosensweig, two nominees put forth
by Murchinson Ltd. (“Murchinson”) ahead of the March 2023 meeting
who have been serving as Board observers, have been appointed as
full Board members, effective immediately.
- CEO Yoav Stern is no longer a Board member. He continues to
stand for election as planned at the 2024 Annual General Meeting
(the “Annual Meeting”) to be held on December 6, 2024.
The Company clarifies in response to
Murchinson’s announcement issued earlier today, that, although Dr.
Yoav Nissan-Cohen and Oded Gera have been removed from the
Company’s Board in the March 2023 EGM pursuant to the court ruling,
both, however, have been elected at the Company’s Annual Meeting
held in September 2023 and are serving as Board members.
Dr. Yoav Nissan-Cohen, Chairman of the Board of
Nano Dimension, commented: “We are pleased to welcome Kenneth Traub
and Dr. Joshua Rosensweig as full members to Nano’s Board. Both
have been actively engaged as observers to date and we look forward
to their continued insights in guiding the Company’s strategy. We
are also pleased that the Israeli Court affirmed to our
shareholders and other stakeholders that our Board was fully
authorized to oversee Nano’s strategy, including our
transformational M&A strategy and acquisitions of Desktop Metal
and Markforged. We remain committed to advancing our plans to
become the market leader in digital manufacturing and delivering
long-term value creation for our shareholders.”
Dr. Nissan-Cohen added, “Yoav Stern continues as
CEO and stands for election as planned along with General Garrett
at our upcoming Annual Meeting. It is critically important that
shareholders benefit from Yoav’s expertise as a director and that
General Garrett remains a Board member. With their deep expertise
and institutional knowledge, we have the right Board in place to
bolster our long-term strategy.”
Under the court’s ruling, Murchinson’s previous
nominees now hold two seats on Nano’s Board. Accordingly, Nano’s
Board urges the Company’s shareholders to protect their investment
and the Company's future by voting today “FOR” ALL of Nano’s
proposals, including the reelection of Yoav Stern and General
Garrett, and AGAINST Murchinson’s proposals at its upcoming
Annual Meeting.
For
most shareholders, the expected deadline to vote electronically
will be 11:59 pm ET on December 1, 2024. Some brokers may have
earlier deadlines, so shareholders are encouraged to call their
brokers TODAY to ensure their vote is counted. Since time is
short, shareholders are encouraged to vote by e-mail or
electronically according to the instructions on their proxy
card. Voting by e-mail or electronically is the best way for
shareholders to ensure that their votes will be counted.
Shareholders of record as of the close of
business on October 22nd, 2024, are entitled to vote at the Annual
Meeting, which will be held on Friday, December 6th, 2024, at 7:00
AM ET.
Nano’s 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.
Nano is still reviewing and assessing the court
ruling and evaluating any actions it may require to take.
If you have questions about how to vote your
shares, please contact:
INNISFREE M&A
INCORPORATED Shareholders, Call Toll-Free: (877)
717-3923 Banks and Brokers, Call Collect: (212)
750-5833 |
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.
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
Nano’s strategic plan and value to shareholders, and all other
statements other than statements of historical fact that address
activities, events or developments that Nano 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, they are subject to various risks and
uncertainties. Further, actual results, performance, or
achievements of Nano 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 SEC on March 21,
2024, and in any subsequent filings with the SEC, (ii) under the
heading “Risk Factors” in Desktop Metal, Inc.’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 Holding Corporation’s annual report on Form
10-K filed with the SEC on March 15, 2024, and in any subsequent
filings with the SEC. 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.
Nano Dimension Contacts
Investor:Julien Lederman, VP Corporate Developmentir@nano-di.com
Media:Kal Goldberg / Bryan Locke / Kelsey Markovich
| NanoDimension@fgsglobal.com
Nano Dimension (NASDAQ:NNDM)
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