Nano Dimension Initiates Legal Action to Protect Shareholders from Murchinson, Boothbay and Anson
March 27 2023 - 12:00PM
Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or the
“Company”), a leading supplier of Additively Manufactured
Electronics (“AME”) and multi-dimensional polymer, metal &
ceramic Additive Manufacturing (“AM”) 3D printers, today announced
it has filed a lawsuit in the Southern District of New York against
Murchinson Ltd. (“Murchinson”), Anson Advisors, Inc. (“Anson”),
Boothbay Fund Management (“Boothbay”) and their affiliates
(together, “Defendants”) for improperly acquiring and misusing
their shareholding interests in Nano Dimension.
The lawsuit
seeks to immediately halt the Defendants’ unlawful actions and to
compensate Nano Dimension for the misconduct.
The Company asserts that Defendants have a long
history of coordinated efforts against Nano Dimension and the
interests of its shareholders. Among other illegal actions,
the Complaint alleges that Defendants:
- Conspired to obtain a large stake in Nano
Dimension by working in tandem to lower the price of the
Company’s public securities in order to purchase shares at a
discount;
- On September 7th, 2022, just two days after Murchinson made a
non-binding offer to acquire the Company, Anson and Boothbay
executed purchases totaling 1.86 million shares, or $4.5 million,
within a matter of minutes. Murchinson’s offer was, at this point,
supposed to be confidential, but the trades allowed Anson and
Boothbay to profit off the non-public material information that
Murchinson had made an offer to purchase Nano Dimension.
- In the months that followed Murchinson, Anson, and Boothbay
continued to acquire large amounts of Nano Dimension securities
without disclosing their growing interests or close
coordination.
- Sought to take control of the
Company and capture its $1 billion in cash for themselves,
rather than allowing it to be invested in the Company’s ongoing
success and benefit of all shareholders; and
- Evaded disclosure requirements by attempting
to hide the existence and purpose of their group as legally
required and by filing false and misleading regulatory disclosures
with the SEC;
- Defendants began secretly acquiring shares in summer 2022,
increasing their holdings from approximately 300,000 shares on
March 31, 2022, to more than 23,632,500 shares by year-end –
acquiring a more than 9% interest in the Company, and they
continued to conceal a creeping accumulation of Nano Dimension’s
shares. By January 11th, 2023, the Murchinson-Anson-Boothbay group
held above 10% beneficial ownership of Nano Dimension’s shares, and
either failed to file Schedule 13Ds or omitted material information
when they did file – never disclosing the existence and purpose of
their group as legally required.
As detailed in its complaint, the Company
provided evidence of prior coordination by the Defendants at other
companies in an effort to gain trading advantage at the expense of
other shareholders, and Defendants separately engaged in unlawful
schemes in concert with additional investment funds.
The Nano Dimension Board of Directors and
management team will continue to act in the best interests of the
Company and all of its stakeholders, including taking action to
halt Defendants’ scheme, described in the Complaint, to manipulate
the public trading of Nano Dimension’s stock in violation of U.S.
Securities laws and at the expense of the Company, innocent
investors, and employees.
The complaint is filed in the Southern District
of New York under case 1:23-cv-02566.
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 StatementsThis
press release may contain 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. 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 31, 2022, 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
CONTACTInvestor Relations | ir@nano-di.com
NANO DIMENSION MEDIA CONTACTS
Kal Goldberg / Bryan Locke / Kelsey Markovich
| NanoDimension@fgsglobal.com
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