Nano Dimension和激进投资者Murchinson仍在战斗，双方都发表了彼此矛盾的陈述。
默金森有限公司（Murchinson Ltd.）宣布，默金森（Murchinson）的所有提案中的所有四项提案都在股东的特别股东大会上得到了压倒性的支持。Nano Dimension反驳了一份名为“ Nano Dimension股东绝大多数不支持Murchinson在Invalid会议上的建议；默金森欺骗了，但数字没有撒谎。”
案件，由默金森提出
According to Murchinson’s proxy solicitor’s report, Murchinson’s four proposals received about 92% of the votes cast in the “Special Meeting,” excluding abstentions. Proposal 3a, to remove Chairman and CEO Yoav Stern from the Board, obtained at least 92% of the votes cast for the Extraordinary Meeting (excluding abstentions), implying that more than 11 times as many shares were voted to remove Mr. Stern as were voted to keep him.
超过95％的票数为特别会议支持的提案1，这将使股东能够填补董事会的职位空缺，并提案2，这将使股东能够以简单的多数派遣董事。
默金森说，在会议上对56,042,891股进行了投票，这是一个令人印象深刻的数字，考虑到纳米·维尔尼斯（Nano Dimension）指示股东不要在会议上投票，拒绝承认其法律合法性，并提起诉讼以使其非法。
默金森（Murchinson）谈到结果时说：“数字自言自语：股东已经向纳米维度急需变更的信息发出了明确的信息。正如我们在整个竞选中一直说的那样，扭转困扰纳米方面的表现不佳和可怕的公司治理的趋势的唯一方法是与一个重组的董事会一起，这将使股东的利益放在首位。我们感谢股东在整个竞选中的支持，以实现这一目标。现在，我们呼吁现任纳米维度委员会（Nano Dimension Board）做符合公司及其股东的最大利益的事情，并迅速实施股东支持的董事会更改。我们进一步敦促公司撤回诉讼并尊重股东的意愿，从而避免进一步的成本和破坏。”
Murchinson’s specific proposals were:
- Amend and restate Article 41 (Continuing Directors in the Event of Vacancies) of the Company’s Amended and Restated Articles of Association to allow shareholders to fill vacancies on the Board of Directors of the Company at a general meeting of shareholders of the Company.
- Amend and restate clause (f) of Article 42 (Vacation of Office) of the Articles of Association to allow shareholders to remove directors by a simple majority at a general meeting of shareholders of the Company.
- Remove four current directors of the Company: Mr. Stern, the Company’s Chief Executive Officer and Chairman of the Board, Oded Gera, Igal Rotem and Dr. Yoav Nissan-Cohen, in addition to any and all new directors appointed by the Board (if any) following December 19, 2022 and until the conclusion of the Meeting.
- Appoint two candidates – Mr. Kenneth H. Traub and Dr. Joshua Rosensweig – to serve as directors of the Company.
Nano Dimension responds to Murchinson’s statement
“From the start, Murchinson’s campaign has been predicated on falsehoods, misinformation and bad-faith actions. The announcement yesterday is merely a continuation of efforts to deceive shareholders by claiming ‘victory’ in a meeting that had no validity and therefore was of no consequence.”
“Excluding shares owned by Murchinson and Anson – who we have strong reason to believe has been acting in concert with Murchinson – the campaign received support from less than 9.5% of shares voted. Put another way, more than 90% of the Company’s shares voted that are unaffiliated with Murchinson and Anson either voted against Murchinson’s proposed nominees or opted not to participate in this fraudulent vote.”
“选民投票率很低,不到13%shares as of the record date excluding Murchinson and Anson owned shares, and lack of support for Murchinson’s nominees demonstrates that our shareholders will not be coerced by an actor who the Company believes is solely interested in making a quick profit at the expense of substantial potential long-term value for other shareholders. It further highlights the inherent flaws in Murchinson’s intense yet selective solicitation effort. This invalid and partial process and subsequent outcome is precisely what the Company’s Board of Directors warned against and wanted to avoid in order to protect the voice of ALL shareholders.”
“Nano Dimension shareholders should disregard any voting results released by Murchinson. The meeting – and therefore the vote – is invalid.”
“Given that the notice of a special general meeting of the Company’s shareholders issued by Murchinson failed to comply with requirements under applicable law, and given that it is a direct violation of the Depository Agreement between the Company, Bank of New York Mellon (the “Depositary”) and the ADS holders, as well the Company’s Articles of Association, Nano Dimension shareholders should disregard any voting results released by Murchinson. Further, no votes have been delivered from the Depositary to the Company, further underpinning the invalidity of the Murchinson meeting. In addition, the Israeli Court recently rejected Murchinson’s motion to shorten the procedural deadlines in order to reach a judgement on the alleged illegal March 20th shareholder meeting. The Court hearing is scheduled for June 18, 2023.”
“Nano Dimension’s Board of Directors and management team remain laser-focused on generating sustainable, long-term shareholder value through our disciplined capital allocation approach that combines strategic investments in both organic and inorganic opportunities with the return of capital to shareholders. We continue to make excellent progress against our strategic plan, generating exceptional revenue growth as we invest in the Company’s technology and continue to opportunistically pursue attractive acquisition opportunities, including拟议中的Stratasys Ltd交易., which would create a clear leader in the additive manufacturing industry.”
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Featured image shows the Nano Dimension facility. Photo via Nano Dimension.
