US Market News
3週前
Murchinson Criticizes the Nano Dimension Board of Directors’ Decision to Pursue a Seemingly Deeply Flawed Transaction with Infinite EpigeneticsJune 15, 2026 5:55 PM
Business Wire Believes the Proposed Transaction Represents a Misallocation of Corporate Resources That Would Significantly Dilute Existing Shareholders Finds It Deeply Concerning That This Morning's Conference Call Offered Shareholders Little Beyond Buzzwords and Provided No Opportunity to Ask Questions Regarding a Transaction That Materially Impacts the Future of the Company Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, "Murchinson" or "we"), a significant shareholder with approximately 7.4% of the outstanding shares of Nano Dimension Ltd. (NASDAQ: NNDM) ("Nano" or the "Company"), today commented on Nano’s announcement that it has signed a non-binding term sheet with Infinite Epigenetics (“Infinite” or “Infinite Epigenetics”) to form a publicly traded, AI-powered health and diagnostics company.1 Among the most notable omissions from this morning’s conference call was any opportunity for Nano shareholders to ask questions regarding the proposed Infinite transaction. This Board of Directors (the “Board”), much like the previous Board under Yoav Stern, appears unwilling to answer necessary questions from shareholders about its decision-making. We therefore outlined below the questions we had intended to raise to CEO Dave Stehlin, in the interest of the transparency shareholders deserve. How is this transaction meaningfully different from a SPAC? On the most recent earnings call, Mr. Stehlin stated that Nano is “absolutely not a SPAC.” Yet the proposed transaction with Infinite appears to contradict that statement, effectively transforming Nano into a SPAC. One difference that we do note is that, in a traditional SPAC, shareholders at least have the option to redeem their shares for cash, while Nano’s shareholders don’t appear to even have that right in the proposed deal. What relevant qualifications do the Board members have to evaluate a business operating in epigenetics? Do any of the Board members have relevant education or industry experience to properly determine if this target is the right one? What direct or indirect consideration – whether in the form of cash, stock, warrants, options, employment arrangements or Board seats – is any current Board member expected to receive upon completion of this transaction? Why did the Board agree to a termination fee that appears particularly prohibitive to Nano, including in circumstances where Nano shareholders could effectively cost the Company as much as $10 million simply by rejecting a deeply flawed transaction?2 Why did the Board also agree to “specific performance” and “best efforts” provisions? Given the Desktop Metal debacle, why is the Board once again following a deal framework so closely associated with Yoav Stern’s failed strategy? Does the Board recognize that the Company’s 15% stock price decline following this morning’s announcement sends a clear message: shareholders see this proposed transaction as value-destructive? Regarding the supposed “strategic flexibility” repeatedly referenced by Mr. Stehlin,3 Murchinson believes the proposed transaction is not only a poor business decision, but also inconsistent with the understanding on which Nano raised capital from shareholders. When Nano raised capital through stock issuances, investors were presented with a business model centered on a “razor and blades” strategy tied to the Company’s 3D printers.4 Even in Nano’s most recent annual report, there is no disclosure suggesting the Company has “strategic flexibility” to pursue any deal the Board thinks is fair game. Murchinson also notes that retired General Michael X. Garrett is listed as an advisor to Infinite Epigenetics.5 Shareholders should recall that Gen. Garrett served on Nano’s Board when it unanimously approved the Desktop Metal acquisition.6 We question whether the Board expects shareholders to ignore this connection. Gen. Garrett was a member of the Nano Board when it destroyed hundreds of millions of dollars of the Company’s capital in the Desktop Metal deal and now is involved in another proposed transaction that we expect to destroy Nano’s remaining cash if consummated. Murchinson intends to continue objecting to speculative initiatives that appear entrenchment-driven and value-destructive, such as the proposed Infinite Epigenetics transaction. We call on the Board to provide full and direct answers to shareholders regarding a proposed transaction that could materially impact the future of their company. About Murchinson
Founded in 2012 and based in Toronto, Canada, Murchinson is an alternative asset management firm that serves institutional investors, family offices and qualified clients. The firm has extensive experience capturing the best returning opportunities across global markets. Murchinson’s multi-strategy approach allows it to execute investments at all points in the market cycle with fluid allocation between strategies. Our team targets corporate action, distressed investing, private equity and structured finance situations, leveraging its broad market experience with a variety of specialized products and sophisticated hedging techniques to deliver alpha within a risk-averse mandate. Learn more at www.murchinsonltd.com. Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the use of any of the words “anticipates”, “believes”, “expects”, “intends”, “plans”, “will”, “would”, and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of Murchinson and currently available information. Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Murchinson undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation. Disclaimer
The information contained or referenced herein is for information purposes only in order to provide the views of Murchinson and the matters which Murchinson believes to be of concern to shareholders described herein. The information is not tailored to specific investment objections, the financial situations, suitability, or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and opinions of Murchinson, whose opinions may change at any time and which are based on analyses of Murchinson and its advisors. In addition, the information contained herein is being publicly disclosed without prejudice and shall not be construed to prejudice any of Murchinson’s rights, demands, grounds and/or remedies under any contract and/or law, including any pending lawsuits. 1 Press Release: Nano Dimension Signs Term Sheet with Infinite Epigenetics to Form a Publicly Traded, AI-Powered Preventive Health and Diagnostics Company (June 15, 2026).
2 https://www.sec.gov/Archives/edgar/data/1643303/000110465926073778/tm2617934d1_ex99-1.htm
3 Press Release: Nano Dimension Issues Letter from Chief Executive Officer, David Stehlin (June 5, 2026); M&A Call on June 15, 2026.
4 For example: https://www.sec.gov/Archives/edgar/data/1643303/000121390021009721/ea135799-424b5_nanodimen.htm
5 https://www.sec.gov/Archives/edgar/data/1643303/000110465926073777/tm2617934d1_ex99-3.htm
6 Press Release: Nano Dimension to Acquire Desktop Metal, Creating a Leader in Additive Manufacturing (July 3, 2024). View source version on businesswire.com: https://www.businesswire.com/news/home/20260615954399/en/ Longacre Square Partners
murchinson@longacresquare.com Original: Murchinson Criticizes the Nano Dimension Board of Directors’ Decision to Pursue a Seemingly Deeply Flawed Transaction with Infinite Epigenetics
US Market News
4週前
Murchinson Invites Fellow Nano Dimension Shareholders to Participate In a Survey: What Trendy Industry Is the Board, Under Chairman Bob Pons' Leadership, Planning to Chase Next?June 11, 2026 2:19 PM
Business Wire Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, “Murchinson” or “we”), a significant shareholder with approximately 7.4% of the outstanding shares of Nano Dimension Ltd. (NASDAQ: NNDM) (“Nano” or the “Company”), today issued the following letter to Nano shareholders. *** Fellow Nano Shareholders, Over the last few weeks and months, we have heard CEO Dave Stehlin repeatedly say that Nano’s Board of Directors (the “Board”), led by Chairman Robert (“Bob”) Pons, is evaluating “exciting opportunities” and “very interesting candidates” as potential uses of Nano’s “balance sheet, public company platform, and strategic flexibility.”1 We believe that any Board decision to approve an ill-advised transaction would be self-serving and aimed at preserving the directors’ seats rather than serving the interests of Nano and its shareholders. The parallels to the previous Board, led by Yoav Stern, are striking and should give any shareholder pause. Just as Mr. Stern – the fighter-pilot-turned-Kamikaze – appeared to treat the Company’s resources as his own, it seems to us that Mr. Pons may be operating under the same mistaken assumption. Shareholders should ask: why is the Board following Mr. Pons in the footsteps of Mr. Stern, who, we believe, intentionally caused Nano to enter into a value-destructive transaction to preserve his position? Why does the Board insist on pursuing a deal that, in our opinion, is very likely to benefit others at the expense of Nano’s shareholders? We are curious as to which flavor-of-the-week industry the Board may be considering. We invite shareholders to share their views with us at Contact@murchinsonltd.com as to which of the following trendy sectors they believe is most likely: Space exploration “AI” software/hardware “Breakthrough” medical technology Autonomous vehicles Cannabis Cryptocurrencies/blockchain Feel free to also share your opinion on what remuneration or payout, if any, you predict Messrs. Pons and Stehlin will receive in return for using Nano's money on this SPAC-like deal – despite very likely lacking even the faintest clue about the industry in which the target will ultimately operate. Will it be a cash golden parachute? Options? Warrants? Perpetually-paying cushy next-jobs or directorships? Hopefully, we will have survey results before the Board announces an ill-conceived transaction that we believe could strip Nano of its capital in exchange for nothing more than a pipedream, based on the Board’s concerning track record to date. We look forward to your responses and to continuing this dialogue with our fellow shareholders. Sincerely,
Murchinson Ltd. *** About Murchinson
Founded in 2012 and based in Toronto, Canada, Murchinson is an alternative asset management firm that serves institutional investors, family offices and qualified clients. The firm has extensive experience capturing the best returning opportunities across global markets. Murchinson’s multi-strategy approach allows it to execute investments at all points in the market cycle with fluid allocation between strategies. Our team targets corporate action, distressed investing, private equity and structured finance situations, leveraging its broad market experience with a variety of specialized products and sophisticated hedging techniques to deliver alpha within a risk-averse mandate. Learn more at www.murchinsonltd.com. Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the use of any of the words “anticipates”, “believes”, “expects”, “intends”, “plans”, “will”, “would”, and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of Murchinson and currently available information. Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. Murchinson undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation. Disclaimer
The information contained or referenced herein is for information purposes only in order to provide the views of Murchinson and the matters which Murchinson believes to be of concern to shareholders described herein. The information is not tailored to specific investment objections, the financial situations, suitability, or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and opinions of Murchinson, whose opinions may change at any time and which are based on analyses of Murchinson and its advisors. In addition, the information contained herein is being publicly disclosed without prejudice and shall not be construed to prejudice any of Murchinson’s rights, demands, grounds and/or remedies under any contract and/or law, including any pending lawsuits. ________________________________________________ 1 Nano Dimension Q1 2026 Earnings Call (May 7, 2026); Press Release: Nano Dimension Issues Letter from Chief Executive Officer, David Stehlin (June 5, 2026). View source version on businesswire.com: https://www.businesswire.com/news/home/20260611266684/en/ Longacre Square Partners
murchinson@longacresquare.com Original: Murchinson Invites Fellow Nano Dimension Shareholders to Participate In a Survey: What Trendy Industry Is the Board, Under Chairman Bob Pons' Leadership, Planning to Chase Next?
US Market News
1月前
Murchinson Invites Fellow Nano Dimension Shareholders to an Investor Call to Discuss the Current State of the CompanyMay 26, 2026 5:00 PM
Business Wire It Is Time to Talk About Nano Dimension Murchinson Ltd. (collectively with its affiliates and funds it advises and/or sub-advises, “Murchinson” or “we”), a significant shareholder with approximately 7.4% of the outstanding shares of Nano Dimension Ltd. (NASDAQ: NNDM) (“Nano” or the “Company”), today announced it will host an investor conference call to discuss the Company’s so-called strategic review, Chairman Bob Pons’ role in the “review process,” and other concerns related to the Company’s business and corporate governance. After eight months of limited progress and minimal communication from Nano regarding its strategic review, Murchinson believes shareholders deserve a constructive forum to exchange information and perspectives. We are therefore inviting fellow shareholders to join us for a virtual meeting to discuss the review process, the state of the Company and its path forward. Additionally, Nano’s May 26 press release – which is riddled with numerous mischaracterizations and false statements – has further reinforced our belief that the Board of Directors is tone-deaf, defensive and intent on pursuing a course of action that does not serve shareholders’ best interests. We urge fellow shareholders to recognize Nano’s defensive maneuvers for what they are and to join the investor call, which will take place on Wednesday, June 3, 2026, at 12:00 PM EDT. Please reach out to us at contact@murchinsonltd.com for information on how to join. About Murchinson Founded in 2012 and based in Toronto, Canada, Murchinson is an alternative asset management firm that serves institutional investors, family offices and qualified clients. The firm has extensive experience capturing the best returning opportunities across global markets. Murchinson’s multi-strategy approach allows it to execute investments at all points in the market cycle with fluid allocation between strategies. Our team targets corporate action, distressed investing, private equity and structured finance situations, leveraging its broad market experience with a variety of specialized products and sophisticated hedging techniques to deliver alpha within a risk-averse mandate. Learn more at www.murchinsonltd.com. View source version on businesswire.com: https://www.businesswire.com/news/home/20260526256000/en/ Longacre Square Partners
murchinson@longacresquare.com Original: Murchinson Invites Fellow Nano Dimension Shareholders to an Investor Call to Discuss the Current State of the Company
abrooklyn
3年前
Nano Dimension Intends to Discontinue its Stratasys Special Tender Offer and Withdraw Director Nominees for Stratasys Board
Source: GlobeNewswire Inc.
Nano Dimension Ltd. (Nasdaq: NNDM, “Nano Dimension” or “Nano”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printers, today announced the cessation of its efforts to deliver the best present alternative for value creation for Stratasys Ltd. (Nasdaq: SSYS) (“Stratasys”) shareholders through its $25 per share all-cash special tender offer and efforts to replace Stratasys’ entrenched board of directors.
Yoav Stern, Chairman and CEO of Nano Dimension, commented: “We began our efforts to structure a friendly transaction with Stratasys with a clear focus on generating value for both companies’ shareholders. While we continue to believe that a combination of our companies has both strategic and financial merit – particularly given our offer provides far more certainty and guaranteed immediate $25 per share all-cash value, better than any other alternative currently available to Stratasys shareholders – this idea was rejected by an entrenched Stratasys board intent on manipulating the facts and preventing its shareholders from making their own decisions regarding our offer. We believe that our efforts to convince a sufficient number of Stratasys’ shareholders that their entrenched board will continue its track record of leading the company toward new disasters has fallen short.”
Mr. Stern added, “Most of the investors of Stratasys have clearly indicated to us that the potential overhang of the shareholder rights plan (“poison pill”) makes tendering their shares too risky, in spite of our superior $25 all-cash per share offer. The Stratasys board’s stance makes it clear that the poison pill is there to stay and will continue to block shareholders from having an opportunity to tender their shares. Furthermore, a timely declaratory judgment regarding the poison pill by the Israeli Court – thanks to Stratasys’ request of the Judge – will not occur until late in this fall, long after the expiration of Nano’s special tender offer. Finally, replacing a majority of Stratasys’ entrenched board will not be achievable. Taking all this into account, we intend to “stand down” on Stratasys. We shall continue with our alternative active M&A plans.”
Mr. Stern concluded, “We intend to review our investment in Stratasys, including a possible sale of all our existing 14.1% holdings in the open market. We see significant alternatives ahead in a highly fragmented industrial markets’ landscapes, and we expect to leverage the strength of our financial position and growth product & technologies in AME, AM, Materials, Ink Services and Additive Electronics as we pursue our backlog of M&A opportunities and expect to maintain the organic growth (approximately 50% over the last 4 quarters) and drive shareholder value.”
Special Tender Offer Expiration
As indicated at the outset of Nano Dimension’s special tender offer, one of the conditions required to close the special tender offer is the redemption or termination of the poison pill. Unfortunately, the Stratasys Board has continued its track record of entrenchment and refuses to remove or terminate the poison pill or otherwise render it inapplicable to the special tender offer, thereby denying Stratasys shareholders the ability to decide the best path forward for their investment based on the merits of Nano’s compelling offer. Nano does not expect the conditions of the special tender offer will be met and Nano does not expect to waive such conditions to accepting tendered shares. Nano does not intend to further extend the special tender offer period.
Withdrawal of Nano Nominees for Stratasys’ Board
Further, Nano’s decision to nominate directors to the Stratasys Board was tied directly to its efforts to seek redemption of the poison pill to clear a path for Stratasys shareholders to realize significant value for their Stratasys shares through the $25 per share all cash special tender offer and ultimately combine the companies. Given the Stratasys Board continues to act out of self-preservation and refuses to remove or terminate the poison pill, thereby effectively preventing Nano’s special tender offer, Nano believes it is no longer practical to pursue the election of its nominees to the Stratasys Board and Nano is withdrawing its nominees.
Important Information About the Special Tender Offer
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of Stratasys or any other securities, nor is it a substitute for the tender offer materials described herein. A tender offer statement on Schedule TO, including an offer to purchase, a related letter of transmittal and other tender offer documents, was filed with the SEC by Nano Dimension on May 25, 2023, as subsequently amended and supplemented. Stratasys filed with the SEC a solicitation/recommendation statement on Schedule 14D-9, as required by the tender offer rules, on May 30, 2023, as subsequently amended.
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ BOTH THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING THE OFFER, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.
Investors and security holders may obtain a free copy of the offer to purchase, the related letter of transmittal, certain other tender offer documents and the solicitation/recommendation Statement and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson LLC, the information agent for the tender offer, named in the tender offer statement. In addition, Stratasys files annual reports, interim financial statements and other information, and Nano Dimension files annual reports, interim financial statements and other information with the SEC, which are available to the public at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by Stratasys may be obtained at no charge on the investor relations page of Stratasys’ website at www.stratasys.com. Copies of the documents filed with the SEC by Nano Dimension may be obtained at no charge on the investor relations page of Nano Dimension’s website at www.nano-di.com.
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficient precision additive electronics and manufacturing – by delivering solutions that convert digital designs to electronic or mechanical devices - on demand, anytime, anywhere.
Nano Dimension’s strategy is driven by the application of deep learning-based AI to drive improvements in manufacturing capabilities by using self-learning & self-improving systems, along with the management of a distributed manufacturing network via the cloud.
Nano Dimension serves over 2,000 customers across vertical target markets such as aerospace & defense, advanced automotive, high-tech industrial, specialty medical technology, R&D and academia. The company designs and makes Additive Electronics and Additive Manufacturing 3D printing machines and consumable materials. Additive Electronics are manufacturing machines that enable the design and development of High-Performance-Electronic-Devices (Hi-PED®s). Additive Manufacturing includes manufacturing solutions for production of metal, ceramic, and specialty polymers-based applications - from millimeters to several centimeters in size with micron precision.
Through the integration of its portfolio of products, Nano Dimension is offering the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmental footprint, and design-for-manufacturing capabilities, which is all unleashed with the limitless possibilities of additive manufacturing.
For more information, please visit www.nano-di.com .
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Nano Dimension is using forward-looking statements in this press release when it discusses: the timing and expiration of the special tender offer; its belief that at least one of the conditions of the special tender offer will be not be fulfilled prior to the scheduled expiration time of the special tender offer and it does not expect to waive such condition; its intention to not further extend the special tender offer; and its plans to continue to pursue industry consolidation transactions. Because such statements deal with future events and are based on Nano Dimension’s current expectations, they are subject to various risks and uncertainties. Actual results, performance, or achievements of Nano Dimension could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano Dimension’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 30, 2023, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano Dimension undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release. Nano Dimension is not responsible for the contents of third-party websites.
NANO DIMENSION INVESTOR RELATIONS CONTACT
Investor Relations | ir@nano-di.com
NANO DIMENSION MEDIA CONTACT
Kal Goldberg / Bryan Locke / Kelsey Markovich | NanoDimension@fgsglobal.com
Televet
5年前
Nano Dimension: Substantial Mispricing Based On Negative Ark Sentiment
Jan. 04, 2022 1:12 PM ET
https://seekingalpha.com/article/4477894-nano-dimension-substantial-mispricing-based-on-negative-ark-sentiment?mailingid=26265729&messageid=must_reads&serial=26265729.95162&utm_campaign=Must%2BRead%2BJanuary%2B5%2C%2B2022&utm_content=seeking_alpha&utm_medium=email&utm_source=seeking_alpha&utm_term=must_reads
Investor Takeaway
Because of continuous dilution, Nano Dimension has been brutal in its treatment of shareholders the past couple of years. Moreover, the company's business model, which banks on selling hardware, provides inconsistent revenue.
In addition, it operates in the field of 3D printing, and a case can be made for its product offerings to be adopted by many universities. If the company is also able to put their capital to good use, and acquire useful companies that can add meaningful value, it may command a much higher valuation in the future based on earnings.
Taking all the above-mentioned into account, and not forgetting the main narrative of this article, the current valuations for the company make little sense from all angles. The market seems to have neglected Nano Dimension due to its close relation with the Ark Funds, but the fact that it has been sold off so much, such that investors are able to buy a dollar of the company for less than a dollar, speaks volumes.
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