Israeli District Court Rules In Favor Of Murchinson And Validates Shareholder Vote From The Nano Dimension March 2023 Special Meeting; Says "Murchinson Urges Nano's Board To Comply With The Court's Decision Immediately And Avoid Costly Legal Maneuvers Or Other Attempts To Evade Implementing What Shareholders Voted For"
Court's Decision Rejects Nano's Shameless and Desperate Attempt to Disenfranchise Shareholders By Claiming ADS Holders Have No Rights
Murchinson is Pleased with the Court's Ruling and Will Continue its Efforts to Improve Nano's Broken Corporate Governance, Halt the Pattern of Hypocritical Actions and Protect All Shareholders' Interests Through Current Proxy Contest
Murchinson Urges Nano's Board to Comply with the Court's Decision Immediately and Avoid Costly Legal Maneuvers or Other Attempts to Evade Implementing What Shareholders Voted For
Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, "Murchinson" or "we"), a significant shareholder with approximately 7.1% of the outstanding shares of Nano Dimension Ltd. (NASDAQ:NNDM) ("Nano" or the "Company") today announced that, on November 21, 2024, the District Court for the Central District in Israel (the "Court") delivered its long-awaited decision regarding the results of the Nano special meeting held in March 2023 (the "March 2023 EGM"). The Court has fully validated the results of the March 2023 EGM.
At the March 2023 EGM, shareholders overwhelmingly supported all of Murchinson's proposals to:
- Amend the Articles of Association of Nano to allow shareholders to fill vacancies on the Board of Directors (the "Board"). This right was previously available only to the Board.
- Amend the Articles of Association of Nano to allow shareholders to remove directors from the Board at any general meeting and via a simple majority. Previously, shareholders had no such right to hold directors accountable between annual meetings and could only do so with a special majority.
- Remove four then-serving directors: Yoav Stern, Yoav Nissan-Cohen, Oded Gera and Igal Rotem. Notably, Mr. Rotem has since resigned from the Board, but Messrs. Stern, Nissan-Cohen and Gera continued to serve on the Board.
- Install two independent and highly-qualified professionals on the Board: Kenneth Traub and Dr. Joshua Rosensweig.
The Court's decision confirms that Mr. Traub and Dr. Rosensweig are full members of the Board, and that Messrs. Stern, Nissan-Cohen and Gera were lawfully removed from the Board at the March 2023 EGM.
