The Fly

Nano Dimension responds to ‘hostile intentions to dismantle the company’

The company said, "Nano Dimension responded to another move by a shareholder that it believes is organizing a potential attempt to dismantle the Company’s board and management and to opportunistically access Nano Dimension’ cash reserves for its own benefit. Over the last year or so, while multiple companies saw the growth of their business challenged, Nano Dimension’s revenues grew over 300%. During that time, the wider stock market caused stock prices across the 3D-printing industry to lose value faster than Nano Dimension’s share price. However, broader market changes and sector specific pressure, has left the Company’s stock value lower than its cash value per share. As a result, investors with a short term focus are seeking to break up the Company’s business and liquidate its cash for their own business or personal needs, without regard for the investment required to generate value for the Company’s over one hundred thousand shareholders or for its over 500 employees. A Schedule 13D filed on January 23rd, 2023 with the U.S. Securities and Exchange Commission indicates that a small group of foreign funds have joined together and claim to own approximately 5.1% of the outstanding ordinary shares of the Company. The largest of the shareholders, Murchinson, controlled by Mr. Marc Bistricer from Toronto, Canada, previously offered to acquire the Company in September 2022 with an offer that was substantially below the cash value per Nano Dimension’ share at the time. The prior offer lacked certainty due to several deficiencies: it was neither backed by a proof of existing ownership nor evidence of available funds nor supported by a financial advisor, all the while being qualified as "non-binding" by Mr. Bistricer himself. Based on the speculative nature of the offer, the Company’s board of directors rejected the offer as highly conditional. Since the rejection, Mr. Bistricer has persisted in harassing and publicly disparaging the Company’s management, which resulted in the Company delivering a "cease-and-desist" letter. Murchinson continued to attempt to interfere with Company business by sending harassing and threatening letters to the Company’s directors, attempting to stop a shareholder vote, and publishing disparaging information about the Company’s management and board members in social and other media…Ever committed to executing on its business plan and creating notable shareholder value, Nano Dimension is considering various legal measures in order to protect itself from a takeover, as long as it is a target, by applying value protection mechanisms that will reduce the incentive for destructive offers and will allow investors to easily differentiate between legitimate offers aimed at improving the Company’s value and business prospects from those that merely seek to fill the pockets of shady hedge funds."

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