Subject: SHA
ANSON TO VOTE FOR ALL SHAREHOLDER PROPOSALS AT NANO DIMENSION'S UPCOMING ANNUAL GENERAL MEETING
Intends to vote FOR shareholder proposals to improve the Company's corporate governance
Highlights Nano Dimension Board's history of value destruction
Believes that the current CEO is self-interested, as evidenced by opportunistic trading activity
Supports the appointment of an interim CEO to enhance stability at the Company
TORONTO, Aug. 24, 2023 /PRNewswire/ -- Anson Funds ("Anson," "we," or "us"), a significant shareholder of Nano Dimension Ltd. ("Nano Dimension" or the "Company"), owning approximately 6.3% of the Company's outstanding share capital, today announced its intention to vote FOR all shareholder nominees and proposals in support of amending the Company's corporate governance framework, including proposals to remove all incumbent Company directors at Nano Dimension's upcoming 2023 Annual General Meeting of Shareholders to be held on September 7, 2023 (the "Annual Meeting").
As we publicly wrote in March 2023, in our view, the Company's current Board of Directors (the "Board") cannot be trusted to implement sound capital allocation policies, as evidenced by its long track record of value destruction. In addition, we strongly believe the Board's recent failed pursuit of Stratasys was both economically misguided and a rash attempt to disenfranchise shareholders. Nano Dimension quickly followed the Stratasys failure with a questionable acquisition of Additive Flow and announced on its August 21 earnings call that it has "about three to five M&A's [sic] ahead," including two "very large companies." These actions and statements highlight continued ill-considered uses of capital and exacerbate the Board's poor M&A history, which is marked by six deleterious acquisitions. Change is urgently needed to prevent further self-inflicted value destruction.
Anson believes that Yoav Stern, Nano Dimension's CEO & Chairman, is self-interested and unqualified to lead the Company. Mr. Stern describes himself as aligned with shareholders, yet opportunistically bought shares in May 2023 and sold shares in July 2023, netting a healthy profit1 while the Company was apparently executing its share buyback program.2 While the Board told shareholders that a third party's recent $4.00 per share acquisition proposal was a "low ball takeover offer," Mr. Stern seemingly sold shares at lower prices ranging from $3.22 - $3.33 per share.3 Further, Mr. Stern has engaged in costly battles with Nano Dimension's shareholders and Stratasys, incurring $2 million in legal fees for "proxy machinations,"4 rather than devoting resources toward building a resilient business.
We view the matters to be presented for a shareholder vote at the Annual Meeting as an opportunity to cure substandard corporate governance practices and establish an objective and balanced capital allocation program. Prominent proxy advisor, ISS, had previously recommended support of a shareholder campaign at Nano Dimension's March 2023 Special General Meeting of Shareholders, noting "serious concerns with the [C]ompany's governance structure" and "a sense of urgency for change." From our standpoint, a reconstituted Board can address the Company's corporate governance shortcomings and appoint a qualified CEO capable of driving superior long-term value.
Lastly, we look forward to Mr. Stern's resignation, which he promised upon any shareholder nominee joining the Board. This is one commitment we hope he keeps.
About Anson Funds
Anson Funds is a privately held alternative asset manager with $1.6B in assets. The firm was founded in 2007 with offices in Toronto and Dallas.
Media Contact:
Anson Funds
Taheer Datoo
Principal & Portfolio Manager
[email protected]
(416) 447-8874
Disclaimer
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. This press release does not recommend the purchase or sale of a security. There is no assurance or guarantee with respect to the prices at which any securities of the Company will trade, and such securities may not trade at prices that may be implied herein. In addition, this press release and the discussions and opinions herein are for general information only, and are not intended to provide investment advice.
This press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts and may include projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential, and statements regarding future performance. Forward-looking statements are generally identified by the words "expects", "anticipates", "believes", "intends", "estimates", "plans", "will be" and similar expressions. These forward-looking statements include, without limitation, statements regarding the Annual Meeting. Although Anson believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking information and statements are subject to various risks and uncertainties?many of which are difficult to predict and are generally beyond the control of Anson or Nano Dimension?that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. In addition, the foregoing considerations and any other publicly stated risks and uncertainties should be read in conjunction with the risks and cautionary statements discussed or identified in Nano Dimension's public filings with the SEC, including those listed under "Risk Factors" in Nano Dimension's annual reports on Form 20-F. The forward-looking statements speak only as of the date hereof and, other than as required by applicable law, Anson does not undertake any obligation to update or revise any forward-looking information or statements. Certain information included in this material is based on data obtained from sources considered to be reliable. Any analyses provided to assist the recipient of this material in evaluating the matters described herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results. Accordingly, any analyses should also not be viewed as factual and also should not be relied upon as an accurate prediction of future results. All figures are unaudited estimates and, unless required by law, are subject to revision without notice.
Funds and investment vehicles managed by Anson currently beneficially own shares of the Company. These funds and investment vehicles are in the business of trading (i.e., buying and selling) securities and intend to continue trading in the securities of the Company. You should assume such funds and investment vehicles will from time to time sell all or a portion of their holdings of the Company in open market transactions or otherwise, buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls, swaps or other derivative instruments relating to such shares. Consequently, Anson's beneficial ownership of shares of, and/or economic interest in, the Company may vary over time depending on various factors, with or without regard to Anson's views of the Company's business, prospects, or valuation (including the market price of the Company's shares), including, without limitation, other investment opportunities available to Anson, concentration of positions in the portfolios managed by Anson, conditions in the securities markets and general economic and industry conditions. Anson also reserves the right to change the opinions expressed herein and its intentions with respect to its investment in the Company, and to take any actions with respect to its investment in the Company as it may deem appropriate, and disclaims any obligation to notify the market or any other party of any such changes or actions, except as required by law.
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1 Based on disclosure in Mr. Stern's Form 144, filed with the SEC on August 2, 2023.
2 The Company had 252,064,960 outstanding on July 24, 2023 (calculated per the Proxy Statement filed with the SEC on July 24, 2023 as Exhibit 99.2 to the Company's Form 6-K; assumed share count date is as of the filing date) and 243,224,889 shares outstanding on July 31, 2023 (disclosed in Mr. Stern's Form 144, filed with the SEC on August 2, 2023).
3 Based on disclosure in Mr. Stern's Form 144, filed with the SEC on August 2, 2023.
4 Stated on the Q2 2023 earnings call on August 21, 2023.
SOURCE Anson Funds
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