Nano Dimension adopts limited duration shareholder rights plan

Nano Dimension announced that its Board of Directors has unanimously adopted a limited duration shareholder rights plan. The adoption of the Rights Plan is intended to protect the long-term interests of Nano Dimension and all Nano Dimension’s shareholders and enable them to realize the full potential value of their investment in the Company. 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. The Rights Plan is not intended to prevent or interfere with any action with respect to Nano Dimension that the Board determines to be in the best interests of the Company. Instead, it will position the Board to fulfill its fiduciary duties on behalf of the Company by ensuring that the Board has sufficient time to make informed judgments about any attempts to control or significantly influence Nano Dimension. The Rights Plan will encourage anyone seeking to gain a significant interest in Nano Dimension to negotiate directly with the Board prior to attempting to control or significantly influence the Company. The Rights Plan is similar to those adopted by other publicly traded companies. 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 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. The Rights will expire on January 27, 2024.