Another week, another major development at Nano Dimension, which throws everything said previously upside down.
The company, which is rapidly becoming not a 3D print company, has undergone very significant management and corporate upheaval over the past couple of years. Most recently, they’ve been under new management, put in place by a board of directors that itself came about through a massive shareholder revolt.
This new management sought a way to return investors’ money, and their strategy was quite bizarre:
- Sell off all 3D print assets
- Remain on the stock exchange as a tradable company
- “Merge” with another company to allow that company to instantly get on the stock exchange
They’ve done most of the first step, and announced a merger with a biotechnology firm as the third step above. This would put Nano Dimension (or Infinite Epigenetics, as the name would be changed) completely out of the 3D print business.
This strategy did not sit well with some of the Nano Dimension shareholders, as one might well imagine. In particular, one shareholder, Murchison Investments, which holds less than ten percent of the company, protested loudly. They organized an extraordinary meeting of shareholders to take place on July 31, to consider replacing some of the board members with Murchison friendlies.
That was last week.
Yesterday Nano Dimension issued the following statement:
“Nano Dimension and Murchinson Ltd. today jointly announced a settlement agreement.
Under the terms of the agreement executed on July 17, the July EGM will be cancelled. Messrs. Pons, Rosensweig, Sriubas and Stehlin resigned from the Board and all their positions at Nano. The directors nominated by Murchinson for the July EGM — Messrs. Fruchthandler, Rozenbaum and Tarlow — were appointed to Nano’s Board.”
So, the extraordinary general meeting is now cancelled, and it appears that Murchison’s selected directors now have control over the board and therefore the company. Of the original five-member board, four resigned and were replaced by three Murchison candidates. One director, Phillip Borenstein, remains.
Also of interest: the release states that the individuals resigned from “all their positions at Nano”. One of the individuals is David Stehlin, who just happens to be the Nano Dimension CEO. Well, I guess he is not anymore, and the new board will have to quickly appoint an interim replacement.
What does all this mean? Well, for starters, the deal with Infinite Epigenetics could be in big trouble. The previous management had signed a term sheet with the company to perform the reverse merger, but that could be in jeopardy as it was one of the factors that caused Murchison to launch the takeover in the first place.
If cancelled, then that would mean that Nano Dimension would NOT become a biotech company — and could potentially remain an additive manufacturing company. That might be easier said than done, however, as they’ve already sold off most of the useful assets, in particular Markforged. However, they do have cash, and that could be translated into 3D print assets.
There’s no way to know how this will go now, with the new management. However, it’s likely we will see a new CEO, and, of course, another strategic review.
Via Nano Dimension
