Nano Dimension Sends Letter to Shareholders

Nano’s Highly Qualified Board is Critical to the Company’s Success and Driving Long-Term Value for ALL Shareholders 

Murchinson’s Self-Serving Campaign is a Blatant Attempt to Obtain Nano’s Cash Reserves Without Paying Full Value to Shareholders, While Elevating its Profile as an “Activist” 

Nano Urges Shareholders to Protect Their Investment and Vote “FOR” All 9 of Nano’s Highly Qualified Nominees 

To Learn More Visit: www.www.protectingnanovalue.com 

Waltham, Mass., August 8th, 2023 Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension”, “Nano” or the “Company”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, today sent a letter to shareholders in connection with the Company’s upcoming 2023 Annual General Meeting of Shareholders (“the Annual Meeting”). The letter highlights the strength of the directors on Nano’s Board of Directors (the “Board”), all of whom are highly qualified and critical to the Company’s success and ability to continue driving long-term value for all shareholders. The letter also underscores Murchinson’s self-interested campaign to elevate its profile and gain access to the Company’s significant cash reserves at the expense of other shareholders. 

Nano’s Board urges shareholders to protect their investment and the future of the Company by voting today “FOR” ALL 9 of Nano’s highly qualified nominees. The Annual Meeting will be held on Thursday, September 7th, at 8:00 p.m. ET. Shareholders of record as of the close of business on July 31st, 2023, are entitled to vote at the meeting. Votes must be received by 12 p.m. ET on August 31, 2023. Please follow the instructions on your voting instruction form as your broker may impose earlier voting cut-offs. 

The Company’s definitive proxy statement and other important information and resources related to the Annual Meeting can be found at www.www.protectingnanovalue.com or the investor relations page of the Company’s website. 

The full text of the letter can be found below.


Dear Fellow Shareholder, 

At the upcoming Annual General Meeting (“AGM”) of Shareholders on Thursday, September 7, 2023, you have an important decision to make regarding the future of your investment in Nano Dimension Ltd. (“Nano Dimension”, the “Company” or “Nano”): 

✓ Protect the long-term value creation opportunity your Nano Dimension shares present by voting FOR all 9 of the Company’s board nominees, or 

× Allow a self-interested bad actor to gain access to liquidate your company to access the significant cash reserves for their own benefit. All Murchinson Ltd.’s (“Murchinson”) nominees – several of whom have dubious backgrounds – have been paid $50,000 each simply for agreeing to stand for election clearly indicates that those nominees are beholden to Murchinson and CANNOT be classified as independent

WE STRONGLY URGE YOU TO VOTE “FOR” ALL 9 OF NANO’S HIGHLY QUALIFIED DIRECTOR CANDIDATES 

Under the guidance of Nano Dimension’s Board, the management has been successfully executing the Company’s expansion strategy to create a market leader in Additive Manufacturing and drive long-term value for ALL shareholders. 

In contrast, Murchinson is seeking to gain control of your company, without paying a premium, for its own self-interest. 

Nano’s focused M&A strategy, combined with strong organic growth, are expected to continue to drive significant future value creation for all shareholders. 

Over the past two years, Nano’s Board and management team have driven the Company’s transformation into a broad digital manufacturing leader with expanded 3D printing and additive manufacturing capabilities, as well as capabilities in robotics and deep learning-based AI. 

Our strategy is underpinned by a disciplined approach to capital allocation, which allows us to take advantage of opportunistic M&A as we build on our efforts to create a market leader in additive manufacturing. 

In all of our M&A efforts, we are laser focused on shareholder return-on-investment. During the market highs of 2021-2022, we seized opportunities to acquire value assets at reasonable valuations. Our best-in-class team of executives has consistently unlocked the potential of acquired companies. Overall, companies acquired by Nano have significantly outgrown and outpaced peers in the industry after joining Nano

Nano’s extensive integration experience consistently drives meaningful organic revenue growth post-acquisitions. 

NANO HAS STRATEGICALLY AND PRUDENTLY SEIZED MARKET FLUCTUATIONS TO MAXIMIZE SHAREHOLDER VALUE: Our leadership was decisive and forward-thinking in raising $1.5 billion in equity financing at the right time between April 2020 and April 2021 – when our valuation was particularly favorable and cost of capital was low. We now have the cash firepower to continue to build our business – unlike any of our peers. 

ALL WHILE DRIVING STRONG ORGANIC GROWTH: We also continue to leverage our cutting-edge technology and pursue additional revenue streams to generate organic growth. Just recently, we announced that we’ve made significant progress in accelerating our plans to commercialize the AI services of our inhouse DeepCube group, following strong customer demand

In the first quarter of 2023, we reported the best quarter in the Company’s history and our third record-setting quarter in a row, defined by exceptional performance and 31% organic revenue growth year-over-year. Over the last 12 months, Nano has delivered over 50% organic growth. Over this same period, other major Additive Manufacturing companies including Stratasys, Desktop Metal, and 3D Systems all exhibited negative organic growth. 

These results validate the success of our business model and strategic initiatives that drive both organic and inorganic growth as we continue to build on our leadership in the industry

Murchinson has a history of self-interested behavior and no plan to create value for Nano’s shareholders. 

Murchinson is an eccentric family hedge fund with a history of dubious behavioral patterns – including stock manipulations, violations of law, and legal proceedings with regulatory authorities – and has launched a disruptive and damaging campaign that jeopardizes substantial long-term value for all Nano shareholders. Murchinson has presented NO strategic plan and NO vision for Nano’s future. We believe their actions are motivated by a desire to elevate their own profile and make a quick profit by liquidating Nano at the expense of substantial long-term value creation potential for other shareholders

In addition, Marc Bistricer, the founder of Murchinson, on August 17, 2021, was required to pay the Securities and Exchange Commission (the “SEC”) $8 million for rules violation, and more recently a case was been brought against him in the Capital Market Tribunal, in which he has been accused by the Ontario Security Commission (“OSC”) of carrying out an illegal and abusive short selling scheme whereby he failed to act fairly, responsibly and in good faith and took actions to the detriment of shareholders. 

As such, the OSC has requested that the Capital Market Tribunal demand Mr. Bistricer to: 

This is just one example of a myriad of questionable actions by Murchinson and its director nominees. 

The appointment of Murchinson’s nominees would result in a majority of U.S. directors on Nano’s Board. Under Nasdaq rules, Nano would no longer be exempt as a Foreign Private Issuer and would be subject to U.S. company disclosure obligations. This change in the Company’s status would increase its costs dramatically. 

In contrast, our Board consists of 9 highly qualified individuals – 7 of whom are independent – with diverse skills that align with and support our focus on growth, while taking our portfolio of proprietary manufacturing solutions to the next level. 

The choice is clear: Your Board is committed to doing what is in the best interest of ALL Nano shareholder’s. In contrast, Murchinson’s nominees CANNOT be deemed to be independent. Murchinson’s agreement to pay each of its nominees $50,000 – $250,000 in total – on a non-refundable basis simply for agreeing to stand for election can reasonably be expected to serve as a mechanism for buying their loyalty and support in liquidating Nano. The result of such action would be to benefit Murchinson at the expense of your best interest. 

Do not let bad actors with questionable motives steal your investment! 
Vote “FOR” ALL 9 of Nano Dimension’s highly qualified, top-caliber director candidates today. 

Your vote is important. If you have already voted, you can change your vote simply by following the instructions on your voting instruction form. Only your latest-dated vote will be counted. 

Votes must be received by 12 p.m. ET on August 31, 2023. Please follow the instructions on your voting instruction form as your broker may impose earlier voting cut-offs. 

VOTE “FOR” all 9 of our Board nominees.

Your vote is important. Voting is easy – you can use any of the methods below by following the instructions on your voting instruction form: 

ELECTRONIC: Locate the control number included on your voting instruction form and follow the easy instructions indicated. 
E-MAIL: If you received your proxy materials via e-mail, you can click the “VOTE NOW” button in the body of the e-mail. 
MAIL: Mark, sign and date your voting instruction form and return it in the postage-paid envelope provided. If you vote electronically, you do not need to return your voting instruction form by mail. 

If you have questions about how to vote your shares, please contact: 

INNISFREE M&A INCORPORATED 
Shareholders, Call Toll-Free: at (877) 717-3923 (for U.S. and Canada) 
Or +1 (412) 232-3561 (all other countries). 
Banks and Brokers, Call Collect: (212) 750-5833 a

About Nano Dimension

Nano Dimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficient precision additive electronics and manufacturing – by delivering solutions that convert digital designs to electronic or mechanical devices – on demand, anytime, anywhere.

Nano Dimension’s strategy is driven by the application of deep learning-based AI to drive improvements in manufacturing capabilities by using self-learning & self-improving systems, along with the management of a distributed manufacturing network via the cloud.

Nano Dimension serves over 2,000 customers across vertical target markets such as aerospace & defense, advanced automotive, high-tech industrial, specialty medical technology, R&D and academia. The company designs and makes Additive Electronics and Additive Manufacturing 3D printing machines and consumable materials. Additive Electronics are manufacturing machines that enable the design and development of High-Performance-Electronic-Devices (Hi-PED®s). Additive Manufacturing includes manufacturing solutions for production of metal, ceramic, and specialty polymers-based applications – from millimeters to several centimeters in size with micron precision.

Through the integration of its portfolio of products, Nano Dimension is offering the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmental footprint, and design-for-manufacturing capabilities, which is all unleashed with the limitless possibilities of additive manufacturing.

For more information, please visit  www.nano-di.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Nano Dimension is using forward-looking statements in this press release when it discusses the potential benefits and advantages of the special tender offer, the expiration time and date for the special tender offer, potential for growth and value creation opportunities as a result of the special tender offer and the integration of Stratasys and the Company, and the comparative benefits of the Company’s tender offer weighed against the anticipated outcomes of the alternative transactions between Stratasys and Desktop Metal and between Stratasys and 3D Systems, respectively. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties. The completion of the special tender offer would be subject to certain conditions as described in the tender offer materials, including the offer to purchase, a related letter of transmittal and other tender offer documents. Actual results, performance, or achievements of Nano Dimension could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano Dimension’s annual report on Form 20-F filed with the SEC on March 30, 2023, and in any subsequent 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. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Nano Dimension is not responsible for the contents of third-party websites.

NANO DIMENSION INVESTOR RELATIONS CONTACT

Investor Relations | ir@nano-di.com

NANO DIMENSION MEDIA CONTACTS
Kal Goldberg / Bryan Locke / Kelsey Markovich | NanoDimension@fgsglobal.com 

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.