FAQs

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Why is Murchinson calling for the removal of these directors?

We believe Murchinson’s ultimate goal is to take control of Nano to gain access to the Company’s significant cash reserves, at the expense of substantial potential long-term value for other ADS holders.

The Board believes Murchinson is motivated by a desire to paralyze Nano’s Board and management, undermine its strategy, and reverse the progress made over the past year to grow the Company and create shareholder value. After failing in its first two attempts, Murchinson is trying yet again to achieve these misguided, self-serving goals.

Why does Murchinson object to the Board’s compensation package for Yoav Stern?

Murchinson is motivated by a relentless desire to undermine the Company and management. Yoav Stern has more than proven his ability to transform Nano, drive organic growth and capitalize on attractive M&A opportunities to create a market leader in AM.

The proposed CEO compensation package is in line with international standards and best practices.

As we capitalize on the significant opportunities ahead, we must ensure we continue to attract and retain great leaders.

The independent directors of Nano’s Board unanimously recommend that you vote “FOR” all of the Nano Board’s proposals.

Why shouldn’t shareholders vote to de-stagger the Nano Board?

Our classified Board structure ensures stability and continuity, promoting long-term strategic planning. Importantly, it also reduces the risk of attempts to undervalue the Company in a takeover. Murchinson recognizes that a staggered Board makes it harder for it to gain control of the Company. This proposal is a blatant attempt to make it easier to dismantle and liquidate Nano.

Why did the Nano Board reject Murchinson’s proposal to let shareholders vote on M&A transactions worth more than $50 million?

The Board rejected this proposal on legal grounds after receiving the independent opinion of a leading legal expert. This proposal would seek to prevent us from executing on any M&A transactions above $50 million in aggregate – and it would retroactively apply to our already-signed acquisitions of Desktop Metal and Markforged. It is an absurd concept that would effectively paralyze the Company and our growth strategy, ultimately favoring short-term liquidity over creating long-term company value.

Make no mistake, this approach is not an attempt to protect your interests. It is a blatant effort to freeze our Company in place as Murchinson seeks to gain control.

Who can attend the Annual General Meeting?

All ADS holders, shareholders, and their appointed proxies are welcome to attend the Annual Meeting.

Who can vote at the Annual General Meeting?

Shareholders of record at the close of business on October 22, 2024, are entitled to vote at the Meeting, either in person or by appointing a proxy to vote in their stead.

Your vote is important! It doesn’t matter how many or how few shares you own.

What is the Board of Directors’ voting recommendation?

The Board of Directors unanimously recommends that you vote “FOR” ALL of Nano’s Board proposals (1, 2(a), 2(b), 3 and 4) and AGAINST Murchinson’s agenda items (2(c), 2(d) and 5).

Whom should I contact for information on voting?

For information on voting for Nano Dimension’s director nominees at the Company’s 2024 Annual General Meeting, call Innisfree M&A Incorporated toll-free at (877) 717-3923 (U.S. and Canada) or +1 (412) 232-3561 (all other countries).

Forward-Looking Statements

This website contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Such forward-looking statements include statements regarding the Company’s strategy to become the market leader in AM, Nano Dimension becoming a leading force in Industry 4.0 and digital manufacturing and strengthening the Company’s value proposition for shareholders, customers and employees, the Company’s cash reserves and further investments in strategic initiatives, and all other statements other than statements of historical fact that address activities, events or developments that Nano Dimension intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. When used in this communication, the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” “may,” “will,” “intends,” “projects,” “could,” “would,” “estimate,” “potential,” “continue,” “plan,” “target,” or the negative of these words or similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words. These forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. These forward-looking statements include, without limitation, statements about the following matters: (i) the Company’s expectations regarding the proposed transactions’ effect on its market position in the digital manufacturing industry and value proposition to stakeholders; (ii) the Company’s expectations regarding the timing of the Meeting and the items to be voted upon and presented to ADS holders at the Meeting and (iii) the Company’s expectations regarding the mailing of the proxy statement.

Factors and risks that may cause Nano Dimension’s actual results or performance to be materially different from those expressed or implied in the forward-looking statements include, but are not limited to, (i) the ultimate outcome of the proposed transactions between Nano Dimension and each of Desktop Metal and Markforged; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transactions; (iii) the ability to satisfy closing conditions to the completion of the proposed transactions; (vi) other risks related to the completion of the proposed transactions and actions related thereto; (vii) those factors and risks described in Item 3.D “Key Information - Risk Factors,” Item 4 “Information on the Company”, and Item 5 “Operating and Financial Review and Prospects” in Nano Dimension’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”), and in Nano Dimension’s other filings with the SEC. Except as otherwise required by law, Nano Dimension undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 

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