Israeli court rules in favor of Murchinson in Nano Dimension board dispute

Murchinson Ltd., a significant shareholder with approximately 7.1% of the outstanding shares of Nano Dimension (NNDM) Ltd., announced that, on November 21, 2024, the District Court for the Central District in Israel delivered its long-awaited decision regarding the results of the Nano special meeting held in March 2023. 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. 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 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. Murchinson commented: “We urge Nano’s Board to break its pattern of worst-in-class governance by immediately complying with the Court’s ruling and engaging in good faith to implement the decision and conduct an orderly transition of the Board seats to Mr. Traub and Dr. Rosensweig. Resorting to further costly legal maneuvers or other attempts to evade the Court decision and the clear will of shareholders would be a dereliction of the Board’s fiduciary duties to shareholders.”