Defeat for the CEO nano dimension . After a request was made for an injunction against the convening of the shareholders’ meeting of the 3D printers company, and after the court rejected the request – the meeting convened on Tuesday and voted against all three proposals put forward by the company for a vote.
● Request for an injunction against “a benefit of tens of millions of dollars” to the CEO of Nano Dimension
● What is happening to the 3D printing market, which until recently was considered a revolutionary promise
● Bite from the competitor: Nano Dimension purchased Stratsys shares worth about 150 million dollars
The prominent proposal that was rejected is the one that included a repricing of the warrants held by the CEO Yoav Stern to about 10% of the company’s shares. According to the proposal, in return for an additional investment of $50,000 from Stern, the exercise price for the warrants will be reduced by more than half – from $6.16 to $2.46. The current share price on Nasdaq is $2.36, and it reflects Nano Dimension’s market value of $607 million – a drop of more than 80% from last year’s record high.
Nano Dimension deals in the field of 3D printing. During the peak period of technology stocks, in the years 2020-2021, Nano Dimension took advantage of the sharp increases in its stock and raised an amount of over 1.5 billion dollars, which it earmarked for acquisitions. The company’s coffers had over a billion dollars at the end of the third quarter this year, so it is trading at a value lower than its cash value.
In the first three quarters of this year, Nano Dimension’s revenues amounted to $31.5 million, compared to only $3 million in the corresponding period in 2021, and the net loss attributable to its shareholders amounted to $140 million, an increase compared to a loss of $41.2 million in the corresponding period.
“Murchinson’s clear intention to harass the company out of a personal vendetta”
Ahead of the shareholders’ meeting, the Canadian investment company Murchinson, which owns about 4% of Nano Dimension’s shares, applied to the court to issue a temporary restraining order that would prevent the company from convening the shareholders’ meeting. The investment company, under the management of Mark Bistriser, revealed in its application that it submitted a non-binding offer to purchase Nano Dimension for $995 million, but its offer was rejected. According to Murchinson, she asked Nano Dimension for all the documents related to the issues at hand, including, for example, the decisions of the board of directors and its committees, and financial and legal opinions, but the company rejected her request on the grounds that it was “in bad faith”. The fund claimed that there is no justification for repricing the warrants and that the value of the benefit increases to tens of millions of dollars.
However, at a hearing held a few days later at the District Court in Lod, Murchinson’s request was rejected with the consent of both parties. Representatives of Nano Dimension, which opposed the request, said at the court hearing that no other shareholder contacted the company and did not share Murchinson’s claims about lack of information. “There is here a clear deliberate intention of Murchinson to harass the company and the office bearers out of a personal vendetta for not having approved the purchase offer,” said a Nano Dimension representative at the hearing.
Following the court’s decision, No Dimension’s meeting convened this week. Initially, there was not a sufficient number of shareholders to hold the meeting, and after an hour and a half delay, it was held, but as mentioned, it rejected all the company’s proposals. Besides the change in the terms of Stern’s warrants, the other two proposals included increasing the registered capital of the company, and changing the terms of the indemnification of the board members.
In response to the assembly’s opposition, Nano Dimension published a report today in which it responded for the first time to Murchinson’s attempt (without naming her). Nano Dimension stated that in light of the large recruitments carried out, the company enters 2023 – a year that is expected to be difficult in the global economy and challenging for every company in the field – with a strong balance sheet and the ability to obtain opportunities in the market.
According to the company, the trust it receives from investors was created on the basis of a unique vision and proven experience of the management, and the capital raised is evidence of this trust. “However, the company’s capital has made it a target for entities that wish to take over the company, for their own business or personal needs. Their activities indicate that they plan to break up the company,” the company warns, and estimates that there may be more such attempts in the coming months. “We, the management of Nano Dimension, are aware of this and will protect the company from any attempt to harm it or harm the interests of the company and its shareholders.”
According to them, a “smear campaign” was conducted against the company designed to harm it and its management as a preliminary tactical step to take over the company’s assets, “by a small body with a history of entanglement with the regulation and the authorities in the USA”, as it defined it. According to Nano Dimension, it will continue to focus on mergers and purchases and R&D, and she estimates that in 2023 she will have significant opportunities to expand her business.