Nano Dimension
Nano Dimension's DragonFly Pro 2020.
Nano Dimension has sent a letter to its shareholders in connection with its upcoming Annual General Meeting (AGM) of shareholders on September 7, 2023, addressing a “self-serving” campaign from its largest shareholder Murchinson to replace the current members of the Nano Board with its own nominees.
Nano says that the letter highlights the strength of the directors on Nano’s Board, “all of whom are highly qualified”. It says that the directors are “critical to the company’s success” and ability to drive long-term value for shareholders. Nano says the company also underscores Murchinson’s “self-interested” campaign to “elevate its profile and gain access” to Nano’s “significant” cash reserves, which Nano says is being done at the expense of other shareholders.
Nano Dimension is urging its shareholders to “protect their investment and the future of the company” by voting for all nine of its nominees. Shareholders of record as of the close of business on July 31, 2023, are permitted to vote at the meeting on September 8, and votes must be submitted by 12pm ET on August 31 according to the company.
In the letter, Nano refers to Murchinson as a “self-interested bad actor” that is attempting to gain access to Nano’s cash reserves for its own benefit. The company also claims that several of Murchinson’s nominees have dubious backgrounds, and says the nominees have each been paid 50,000 USD for agreeing to stand for election, which Nano claims indicates the nominees are “beholden” to Murchinson and can’t be classified as independent.
Nano said in its letter: “Murchinson's efforts to manipulate Nano’s stock, with the help of collaborators, has resulted in their estimated cost basis of $2.50 per share—Murchinson stands to generate a 60% return in 12 months by seeking to liquidate the company at $4 per share. Doing so would deprive you of the considerable upside as Nano continues to execute on its strategy. This proxy contest risks jeopardizing Nano’s mission and the progress we have made and our long-term shareholder value trajectory.”
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In the letter, Nano Dimension also claims that Murchinson is an “eccentric family hedge fund” with a history of “dubious behavioural patterns” including stock manipulations, violations of law, and legal proceedings with regulatory authorities. The company reiterated in the letter multiple times its claim that Murchinson’s actions are motivated by “a desire to elevate their own profile and make a quick profit”.
Nano says that the appointment of Murchinson’s nominees would result in a majority of U.S. directors on the Nano Dimension Board, which under Nasdaq rules, would mean Nano would no longer be exempt as a Foreign Private Issuer and would be subject to U.S. company disclosure obligations. This change in the company’s status would increase its costs dramatically according to Nano Dimension.
The full letter from Nano Dimension to its shareholders can be viewed here.
Nano Dimension has also initiated a 227.5 million USD share repurchase plan, that will allow the company to invest up to that amount to repurchase its American Depositary Shares (ADS). American Depositary Shares are common stocks of a foreign company trading in the US market.
Nano says the plan authorises the company’s management to repurchase ADSs, from time to time, in open market transactions, and/or in privately negotiated transactions or in any other legally permissible ways, depending on market conditions, share price, trading volume and other factors.
Nano says that it may repurchase all or a portion of the authorised repurchase amount, and the repurchase plan does not obligate it to repurchase any specific number of the ADSs and may be suspended or terminated at any time at management’s discretion.
