Murchinson Ltd. (along with its affiliates and advised funds), a major shareholder holding approximately 7.1% of the outstanding shares of Nano Dimension Ltd. (NASDAQ: NNDM), has announced the nomination of two director candidates, Robert (Bob) Pons and Ofir Baharav, for election to the Board of Directors at Nano’s upcoming 2024 Annual General Meeting of Shareholders, scheduled for December 6, 2024.
In addition to these nominations, Murchinson has submitted proposals for consideration at the 2024 Annual Meeting, aimed at amending and adding to the Company’s Articles of Association.
Murchinson stated, “For the past two years, we have been advocating for changes in the Nano boardroom that are critical for protecting and creating long-term shareholder value. In March 2023, Nano shareholders sent a clear message by voting overwhelmingly to remove CEO Yoav Stern, Oded Gera, Igal Rotem, and Yoav Nissan-Cohen from the Board. Despite 85% of voting shareholders supporting this move, Messrs. Stern, Gera, and Nissan-Cohen have refused to step down.”
Murchinson expressed concerns about Nano’s actions to ignore shareholders’ wishes and manipulate the voting process, noting that the problems they identified persist despite the so-called “refreshment” of the Board. They pointed out that the Board remains under Mr. Stern’s influence and has failed to improve the Company’s valuation.
“The Company’s share price is stagnant, and the Board’s $160 million expenditure on share repurchases has yielded no new ideas for improvement,” Murchinson stated. They criticized the proposed compensation package for Mr. Stern as being misaligned with actual performance and indicative of the Board’s failure to protect shareholder interests.
Murchinson highlighted several problematic actions by the Board, including a related-party acquisition that inflated company value and misguided acquisitions that lacked proper integration and synergy generation. They argued that the Board’s inability to create value is evident when a publicly traded company is valued below its cash holdings, signaling a lack of confidence in the leadership.
The two independent nominees proposed are:
- Robert (Bob) Pons: With over 40 years of experience as a CEO and senior executive in high-growth technology companies, Mr. Pons brings significant corporate governance experience and turnaround expertise from serving on more than 16 public company boards.
- Ofir Baharav: A former Nano Dimension director from 2015 to 2021, including Chairman from 2019 to 2021, Mr. Baharav has over two decades of experience in the technology and 3D printing sector, including roles at Nano’s competitor, Stratasys Ltd. He offers expertise in M&A, operational improvements, product development, corporate governance, and enhancing shareholder value.
Murchinson believes that electing these nominees will provide independent directors with the skills necessary to address the Company’s valuation challenges and ensure that resources are utilized in the best interest of shareholders. These candidates are committed to fulfilling their fiduciary duties without being beholden to Mr. Stern.
Murchinson concluded by stating their commitment to sharing further information with fellow shareholders soon, highlighting the disconnect between the Board’s priorities and shareholders’ best interests.
Biographies of Murchinson’s Nominees
Robert (Bob) Pons
Mr. Pons has over 40 years of experience as a CEO and senior executive in high-growth companies, along with significant corporate governance expertise from serving on the boards of more than 16 publicly traded companies. His experience as a turnaround specialist will benefit Nano shareholders.
- President and CEO of Spartan Advisors, Inc., a consulting firm focused on telecom and technology, since 2017.
- Former Executive Vice President of PTGi-ICS, a subsidiary of HC2 Holdings, Inc.
- Has served as Executive Chairman of SeaChange International, Inc. and has been a director at several other public companies, including CCUR Holdings, Inc., Alaska Communications, Inc., Inseego Corp., and MRV Communications, Inc.
