Additively manufactured electronics firm Nano Dimension has announced a limited duration shareholders right plan that has been unanimously approved by its Board of Directors.
The Rights Plan is designed to reduce the likelihood that any entity, person or group would gain control of, or significant influence over, Nano Dimension and will expire in 12 months.
It follows a statement made by the company in December 2022 which suggested Nano Dimension had become the target of a takeover by entities 'for their business or personal needs.' Nano Dimension suggested the intention of this takeover was to 'dismantle the company', while also alleging that 'a shocking smear campaign was launched, which we believe was designed to harm the Company and its managers.'
Last month, Nano Dimension said it will 'protect the company from any attempt to harm or impose measures that are not in the best of the company and its shareholders,' following that up with the announcement of a shareholders rights plan in recent days.
The adoption of the Rights Plan, per Nano Dimension, is to protect the company's long-term interests and enable it to realise the full potential value of shareholders' investment in the company. It is not, the company says, intended to prevent or interfere with any action with respect to Nano Dimension that the Board determines to be in its best interests. By implementing this tactic, Nano Dimension believes its Board will be positioned to fulfil its fiduciary duties on behalf of the company by ensuring it has sufficient time to make informed judgements about any attempts to control or significantly influence Nano Dimension. With the Rights Plan in place, interested parties will also be forced to negotiate directly with the Board prior to attempting to control or significantly influence the company.
This Rights Plan is similar to the move made by Stratasys last year, shortly after Nano Dimension acquired 12% of its shares and rumours swirled it was positioning itself to acquire the 3D printing leader. Pursuant to the Rights Plan, Nano Dimension will issue one special purchase right for every one ADS outstanding at the close of business on February 6, 2023. Each right will allow its holder to purchase from Nano Dimension one-half of one (0.5) ADS, at a purchase price of $0.01 per ADS, once the rights become exercisable. The rights would become exercisable only if an entity, person or group acquires beneficial ownership of 10% or more of Nano Dimension’s outstanding ordinary shares in a transaction not approved by the Company’s Board.
Nano Dimension's Rights Plan will expire on January 27, 2024. Its deployment comes just months after Bloomberg reported that top shareholder Murchinson Ltd. had made a non-binding proposal to acquire the rest of the company's shares for $4 a share, a premium of 52% at the time, amounting to $995 million. The company is said to own more than 10 million shares in Nano Dimension.
