Nano Dimension shareholder Murchinson is once again vying to elect two additional directors to the company’s Board of Directors.
The Nano Dimension Annual General Meeting of Shareholders is scheduled for December 6, 2024, and Murchinson is agitating for fresh faces to be added to the company’s Board. It is proposing that Robert (Bob) Pons, who has four decades of experience as a CEO and senior executive at high-growth tech companies, and Ofir Baharav, who was a Nano Dimension director between 2015-2021, join the board.
Murchinson owns approximately 7.1% of the outstanding shares of Nano Dimension and has been engaged in a public dispute with the 3D printing company for the last two years. This dispute has played out alongside Nano Dimension’s attempts to merge with Stratasys, as well as its ongoing acquisition deals with Desktop Metal and Markforged.
Last year, as Murchinson made another attempt to enact change at the top of Nano Dimension, CEO Yoav Stern said he would resign if Murchinson gained representation on the Nano board. Murchinson claims that 85% of shareholders voted to remove Stern, as well as Oded Gera, Igal Rotem and Yoav Nissan-Cohen from the Nano board, in March 2023, but Nano Dimension, it says, ignored the vote. At the 2023 AGM in September, Nano Dimension shareholders re-elected all company director nominees, though Murchinson claims the voting system was ‘manipulated’.
Prior to that AGM, Stern urged shareholders to ‘protect their investment’ by sticking with the current board and its plans for the company. He has done the same again in response to Murchinson’s latest effort to elect its own board members.
Though Murchinson suggests Nano Dimension’s Board is ‘unable to improve the company’s valuation’ – stock value has remained between 2-3 USD per share this year despite a Nano share repurchase plan announced in February – Nano Dimension is pointing to the impending M&A deals with Desktop Metal and Markforged as its route to becoming a leader in digital manufacturing. Murchinson, Nano says, is trying to block these deals by proposing that Nano cannot execute any M&A transactions above 50 million USD.
A Murchinson press release read: “By electing these nominees, shareholders will be adding independent, objective directors with the right skills and experience to help the Company implement a long-overdue solution to its significant valuation issue and ensure the Company’s resources are used to advance shareholders’ interests. Importantly, these director candidates are not beholden to Mr. Stern and are committed to acting in accordance with their fiduciary duties at all times.”
A Nano Dimension press release read: “Despite shareholders’ clear rebuke last year, Murchinson is once again attempting to take control of Nano through a series of proposals that would paralyse Nano’s strategy, while facilitating Murchinson’s path to gain control of the Board and prevent us from maximising long-term value for all shareholders. Murchinson is attempting to do this by removing two directors who are critical to our Board oversight in favour 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.”
