EXHIBIT 99.1
Anson Funds Believes Nano Dimension’s Board of Directors Requires Change
Anson is concerned with the actions of Nano Dimension’s management and Board and believe that they will continue to destroy shareholder value.
Anson is disappointed in Nano Dimension’s refusal to constructively engage with its shareholders.
Anson urges the Board to halt the proposed takeover of Stratasys, Ltd. (SSYS) until the proxy contest is resolved.
Anson strongly suggests Nano Dimension materially increase its return of capital program.
Anson Funds (“Anson,” “we,” or “us”) is a significant shareholder of Nano Dimension Ltd. (“Nano Dimension,” or the “Company”) owning 5.1% of its outstanding shares (13,252,136 American Depository Shares (“ADRs”)). Since May 2022, we have attempted to engage constructively with the Company’s management team to address our concerns regarding the Company’s operating and capital allocation strategy and to provide input on ways to enhance shareholder value. Despite our efforts, our concerns have been completely ignored.
Our primary and immediate concern is that the Company is utilizing most of its cash resources for a contemplated unsolicited takeover of Stratasys. Anson does not support this transaction in light of the ongoing proxy contest. It is apparent that the Board is acting unilaterally against the will of the Company’s shareholders, entrenching themselves and working to prevent a shareholder vote. It is not surprising that Nano Dimension is attempting to structure this potential acquisition in a way that would circumvent the need to seek out shareholder approval prior to consummating a transaction. Given the Company’s poor track record, we believe the best course of action is to return cash to shareholders, not to pursue large-scale M&A.
The Company is engaged in a highly destructive and distracting battle with an activist shareholder which is diverting management from prioritizing the Company’s business prospects. As opposed to listening to reasonable return of capital requests from shareholders, management has become aggressive, attempting to grasp at legal technicalities to avoid a democratic vote.
On March 9, 2023, ISS, a trusted independent proxy advisor, published a report recommending shareholders vote in favor of the activist’s proposals. ISS concluded that, among other things, there are “serious concerns with the company’s governance structure,” the Company “has not demonstrated an ability to grow profitably,” and “there is a sense of urgency for change.” Management completely dismissed the ISS analysis on Nano Dimension’s sole determination that the proxy vote is illegal. If management truly believed that they have created value and were confident in their ability to continue to do so, they would declare valid the meeting requisitioned by the activist shareholder and directly address the substantive merits of the ISS analysis. By virtue of its non-response, we believe management is aware of its value destructive track record and has no plans to change course.
Recently, the Company has attempted to appease shareholders by announcing its intention to repurchase up to $100 million of its ADRs. We view this as wholly inadequate and believe the Board should look to increase this amount and effort significantly for the following reasons: