Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano” or the “Company”),
a leading supplier
of
Additively
Manufactured
Electronics
(“AME”) and multi-dimensional polymer, metal &
ceramic
Additive
Manufacturing
(“AM”) 3D printing solutions, today reiterated its calls for its
shareholders to protect their investment and vote “FOR” all of the
Company’s proposals ahead of the 2024 Annual General Meeting (the
“AGM”).
Nano also issued the following statement in response to a report
published by Institutional Shareholder Services Inc. ("ISS"), a
leading independent proxy advisory firm:
“We are pleased that ISS recognizes the progress we have made in
our successful execution of Nano’s focused value creation strategy
and its recommendation that our shareholders vote for the
re-election of General Garrett in the AGM. Over the past year,
Nano’s recently refreshed Board of Directions (“Board”) and
leadership team have delivered on promises made to our
shareholders, including transformational M&A agreements,
improvements in financial and operational performance, and
significant governance enhancements – all with the ultimate goal of
driving significant, long-term value for our shareholders.”
“In compliance with last week’s Israeli court ruling, Nano
Dimension has welcomed Murchinson Ltd.’s (“Murchinson”) prior
nominees, Kenneth Traub and Dr. Joshua Rosensweig, as full members
to Nano’s Board. We disagree with any recommendation supporting the
addition of more of Murchinson’s nominees to Nano’s Board, as well
as the recommendations to vote against Nano’s compensation
proposals and for the elimination of the staggered Board structure.
The addition of Traub and Rosensweig provides Murchinson with
reasonable and appropriate representation on the Board. If our
shareholders do not vote for Nano’s proposals, including the
election of CEO Yoav Stern and General Garrett to the Board, they
risk facilitating Murchinson’s path to gain control of the Board,
which would prevent the Company from maximizing long-term value for
all our shareholders.”
ISS’ report acknowledges key aspects of Nano’s progress to
date under the leadership of its Board and management team
(emphasis added):
M&A Strategy
- “The leadership team
deserves credit for capitalizing on market conditions in 2020 and
2021 by raising approximately $1.5 billion, which provided a clear
mandate for growth through M&A. NNDM has since successfully
grown the top line and built NNDM into a larger, more diversified
industry participant.”
- “It is important
to give leadership credit for the initial fundraising, and to
recognize that NNMD operates in a challenged industry, in which the
concept of consolidation is in no way illogical.”
Financial and Operational Improvements:
- “The board also
highlights organic revenue growth, and NNDM has
consistently expanded gross margin. In other words, integration
efforts have met with a degree of success.”
Governance Enhancements
- “[T]he board has
undergone positive leadership change and meaningful refreshment
since the September 2023 AGM […] NNDM progressed from having
six independent directors on a nine-member board, to having seven
independent directors on an eight-member board.”
After years of attacking Nano and attempting to gain control of
the Company, Murchinson STILL
has NO plan for value creation
and NO executable ideas. With two
Murchinson representatives on the Board already, shareholders must
vote FOR Nano’s highly qualified nominees to prevent Murchinson
from gaining control of nearly half the Nano Board and executing
its plans to liquidate the Company.
Nano’s Board urges shareholders to protect their investment and
the Company's future by voting today
“FOR” ALL of Nano’s
proposals and “AGAINST” Murchinson’s
proposals. Votes must be received by 11:59 p.m. ET on
Sunday, December 1st, 2024.
Some brokers may have earlier deadlines, so
shareholders are encouraged to vote as soon as possible to
ensure their votes will be 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 22, 2024, are entitled to vote at the AGM. The AGM will be
held on Friday, December 6th, 2024, at 7:00 a.m. ET.
The Company’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.
If you have questions about how to vote your
shares, please contact:
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 press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. For example, Nano is using forward-looking statements in this
press release when it discusses the Company’s ultimate goal of
driving significant, long-term value for its shareholders and
consequences of not voting for Nano’s proposals at the AGM. Such
forward-looking statements include statements regarding Nano’s
future growth, 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 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. 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 Development ir@nano-di.com Media: Kal Goldberg / Bryan
Locke / Kelsey Markovich | NanoDimension@fgsglobal.com
Nano Dimension (NASDAQ:NNDM)
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Nano Dimension (NASDAQ:NNDM)
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