Nano Dimension Adopts Shareholder Rights Agreement
Written by Emily J. Thompson, Senior Investment Analyst
Updated: 6d ago
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Should l Buy NNDM?
Nano Dimension has adopted a limited duration shareholder rights agreement. The Rights Agreement is designed to reduce the likelihood that any entity, person or group would gain control of, or exert significant influence over, Nano Dimension. The Rights Agreement will encourage anyone seeking to gain a significant interest in Nano Dimension to negotiate directly with the Board prior to attempting to gain control or significantly influence the company. Nano Dimension will issue one special purchase right for every one ADS outstanding at the close of business on February 13. Each right will allow its holder to purchase from Nano Dimension one ADS, at a purchase price of 1c per ADS, once the rights become exercisable. The rights would become exercisable only if an entity, person or group acquires beneficial ownership of 9.99% or more of Nano Dimension's outstanding ordinary shares in a transaction or transactions not approved by the Board. The rights under the Rights Agreement will expire on February 1, 2027. The Board continues to advance a strategic alternatives review process. The company expects to provide additional information on this process during its upcoming earnings call, to the extent updates are available.
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Analyst Views on NNDM
About NNDM
Nano Dimension Ltd, former ZBI Ltd, is an Israel-based company active in the technology sector. The Company operates as a provider of intelligent machines for the fabrication of Additively Manufactured Electronics (AME). Its portfolio solutions ranging from Additively Manufactured Electronics (AME), Printed Electronics (PE), Micro Additive Manufacturing, Artificial Intelligence (AI) deep learning, Surface-Mount Technology SMT Pick-and-Place, and inkjet solutions. Products portfolio consists products such as, DragonFly IV advanced 3D printing, Admatec 3D printers, AME materials, Versatile High Speed Dispensing Solutions, Production SMD software, Full Convection Reflow Ovens, Global Inkjet Systems, DeepCube, Fabrica 2.0 and Fabrica Micro-AM Materials among others. The Company targets a range of industry sectors, such as smart electronic devices that rely on printed circuit boards, connected devices, Radio Frequency (RF) components and antennas, sensors, and smart products.
About the author
Emily J. Thompson
Emily J. Thompson, a Chartered Financial Analyst (CFA) with 12 years in investment research, graduated with honors from the Wharton School. Specializing in industrial and technology stocks, she provides in-depth analysis for Intellectia’s earnings and market brief reports.
Nano Dimension Adopts Shareholder Rights Agreement to Thwart Hostile Takeovers
- Shareholder Rights Agreement: Nano Dimension has adopted a limited-duration shareholder rights agreement aimed at protecting the long-term interests of the company and its shareholders, requiring any individual or entity seeking to acquire 9.99% or more of shares to negotiate with the board first, thereby preventing hostile takeovers.
- Special Purchase Rights: Under the agreement, holders of American Depository Receipts will receive a special purchase right to acquire one share of Nano Dimension stock for $0.01, exercisable if an entity acquires 9.99% or more of the company's shares without board approval, effectively increasing the cost of hostile takeovers by diluting the bidder's stake.
- Restructuring Efforts: Since last year, Nano Dimension has been undergoing a restructuring process led by new management, including CEO Ofir Baharav, who took charge in early 2025, aiming for profitability despite a 38% stock drop in 2025, although the stock has risen 22% so far this year.
- Oramed Pharma Stake Increase: Oramed Pharmaceuticals and its CEO Nadav Kidron disclosed a 5% stake in Nano Dimension, intending to engage actively with management and the board to advocate for strategic and governance changes to enhance performance and shareholder value.
See More
Nano Dimension Adopts Shareholder Rights Agreement to Protect Interests
- Shareholder Rights Agreement: Nano Dimension's Board has adopted a limited-duration shareholder rights agreement aimed at protecting the long-term interests of the company and its American Depository Shareholders, thereby ensuring that shareholders can realize the full potential value of their investments.
- Control Prevention Mechanism: The agreement is designed to reduce the likelihood that any entity or individual could gain control or exert significant influence over the company, allowing the Board sufficient time to make informed judgments when facing control challenges, thus ensuring governance stability.
- Special Purchase Rights Issuance: Under the agreement, each ADS will come with a special purchase right allowing holders to buy one ADS at a price of $0.01, which will only become exercisable if a holder acquires 9.99% or more of the shares without Board approval.
- Strategic Review Progress: The company continues to advance a structured strategic alternatives review process with advisor support, expecting to provide further information during its upcoming earnings call to maximize shareholder value and ensure sustainable future growth.
See More
Nano Dimension (NNDM) Expects Q4 2025 Revenue of $35M–$35.5M, Exceeding Prior Guidance
- Revenue Guidance Increase: Nano Dimension anticipates Q4 2025 revenue of $35M–$35.5M, surpassing previous guidance of $31.5M–$33.5M, indicating robust demand across various sectors.
- Strong Sector Demand: The company’s performance is bolstered by strong demand in defense, aerospace, networking, automotive, and food & beverage sectors, reflecting its solid market position.
- Product Line Success: The strong performance of Markforged and Essemtec product lines is attributed to enhanced customer relationships and improved execution, showcasing the company's competitive edge in high-end manufacturing.
- Strategic Transition Plan: Nano Dimension began its transition to a U.S. domestic issuer on January 1, 2026, expecting to complete this transition in the first half of 2026, aiming to strengthen its influence and business integration in the U.S. market.
See More
Nano Dimension (NNDM) Reports Q4 2025 Revenue Exceeding $35 Million
- Revenue Outperformance: Nano Dimension expects Q4 2025 revenue to range between $35 million and $35.5 million, surpassing the previous guidance of $31.5 million to $33.5 million, highlighting strong demand and market position in key sectors like defense and aerospace.
- Strategic Review Progress: The Board, supported by Guggenheim Securities and Houlihan Lokey, is advancing a structured strategic alternatives review process aimed at maximizing shareholder value, with more updates expected during the upcoming earnings call.
- Redomestication Update: The transition from a foreign private issuer to a U.S. domestic issuer began on January 1, 2026, with a Form 10-K filing anticipated in Q1 2026, enhancing transparency and aligning with U.S. market standards.
- Management Confidence: CEO David Stehlin noted that the Q4 performance exceeded expectations, reflecting efforts to reduce cash burn and execute priorities, further solidifying key customer relationships and driving revenue growth.
See More
Nano Dimension Shareholders Approve All Proposals at Annual Meeting
- Shareholder Support: At the Annual General Meeting, all proposals from Nano Dimension were approved, reflecting strong shareholder confidence in the company's leadership and strategic direction, ensuring governance continuity at a pivotal time.
- Leadership Transition: Since taking over as CEO in September, Dave has swiftly implemented measures to enhance transparency and operational discipline, which is expected to drive sustainable growth momentum into 2026.
- Cost Reduction Initiatives: Management has enacted several measures to streamline operations and reduce costs, thereby improving overall efficiency and strengthening the company's resilience in a competitive market.
- First-Time Financial Guidance: Nano Dimension provided financial guidance for the first time, aiming to enhance transparency and expectations for future performance, reflecting the company's commitment to maximizing shareholder value.
See More
Nano Dimension Shareholders Approve All Proposals at Annual Meeting, Signaling Strong Support
- Shareholder Support: At the Annual General Meeting, all proposals by Nano Dimension were approved, reflecting strong shareholder confidence in the leadership and strategic direction, ensuring governance continuity at a pivotal time.
- Leadership Transition: Since taking over as CEO in September, Dave has swiftly implemented measures to enhance transparency and operational discipline, which are expected to lay the groundwork for sustainable growth in 2026.
- Cost Reduction Initiatives: Management has enacted several measures to streamline operations, reduce costs, and improve overall efficiency, aiming to enhance the company's market competitiveness and profitability.
- Share Repurchase Program: The company has executed significant share repurchases, reflecting confidence in Nano Dimension's intrinsic value by both the Board and executive team, while also creating additional value for shareholders.
See More
Nano Dimension Adopts Shareholder Rights Agreement to Thwart Hostile Takeovers
- Shareholder Rights Agreement: Nano Dimension has adopted a limited-duration shareholder rights agreement aimed at protecting the long-term interests of the company and its shareholders, requiring any individual or entity seeking to acquire 9.99% or more of shares to negotiate with the board first, thereby preventing hostile takeovers.
- Special Purchase Rights: Under the agreement, holders of American Depository Receipts will receive a special purchase right to acquire one share of Nano Dimension stock for $0.01, exercisable if an entity acquires 9.99% or more of the company's shares without board approval, effectively increasing the cost of hostile takeovers by diluting the bidder's stake.
- Restructuring Efforts: Since last year, Nano Dimension has been undergoing a restructuring process led by new management, including CEO Ofir Baharav, who took charge in early 2025, aiming for profitability despite a 38% stock drop in 2025, although the stock has risen 22% so far this year.
- Oramed Pharma Stake Increase: Oramed Pharmaceuticals and its CEO Nadav Kidron disclosed a 5% stake in Nano Dimension, intending to engage actively with management and the board to advocate for strategic and governance changes to enhance performance and shareholder value.
See More
Nano Dimension Adopts Shareholder Rights Agreement to Protect Interests
- Shareholder Rights Agreement: Nano Dimension's Board has adopted a limited-duration shareholder rights agreement aimed at protecting the long-term interests of the company and its American Depository Shareholders, thereby ensuring that shareholders can realize the full potential value of their investments.
- Control Prevention Mechanism: The agreement is designed to reduce the likelihood that any entity or individual could gain control or exert significant influence over the company, allowing the Board sufficient time to make informed judgments when facing control challenges, thus ensuring governance stability.
- Special Purchase Rights Issuance: Under the agreement, each ADS will come with a special purchase right allowing holders to buy one ADS at a price of $0.01, which will only become exercisable if a holder acquires 9.99% or more of the shares without Board approval.
- Strategic Review Progress: The company continues to advance a structured strategic alternatives review process with advisor support, expecting to provide further information during its upcoming earnings call to maximize shareholder value and ensure sustainable future growth.
See More
Nano Dimension (NNDM) Expects Q4 2025 Revenue of $35M–$35.5M, Exceeding Prior Guidance
- Revenue Guidance Increase: Nano Dimension anticipates Q4 2025 revenue of $35M–$35.5M, surpassing previous guidance of $31.5M–$33.5M, indicating robust demand across various sectors.
- Strong Sector Demand: The company’s performance is bolstered by strong demand in defense, aerospace, networking, automotive, and food & beverage sectors, reflecting its solid market position.
- Product Line Success: The strong performance of Markforged and Essemtec product lines is attributed to enhanced customer relationships and improved execution, showcasing the company's competitive edge in high-end manufacturing.
- Strategic Transition Plan: Nano Dimension began its transition to a U.S. domestic issuer on January 1, 2026, expecting to complete this transition in the first half of 2026, aiming to strengthen its influence and business integration in the U.S. market.
See More
Nano Dimension (NNDM) Reports Q4 2025 Revenue Exceeding $35 Million
- Revenue Outperformance: Nano Dimension expects Q4 2025 revenue to range between $35 million and $35.5 million, surpassing the previous guidance of $31.5 million to $33.5 million, highlighting strong demand and market position in key sectors like defense and aerospace.
- Strategic Review Progress: The Board, supported by Guggenheim Securities and Houlihan Lokey, is advancing a structured strategic alternatives review process aimed at maximizing shareholder value, with more updates expected during the upcoming earnings call.
- Redomestication Update: The transition from a foreign private issuer to a U.S. domestic issuer began on January 1, 2026, with a Form 10-K filing anticipated in Q1 2026, enhancing transparency and aligning with U.S. market standards.
- Management Confidence: CEO David Stehlin noted that the Q4 performance exceeded expectations, reflecting efforts to reduce cash burn and execute priorities, further solidifying key customer relationships and driving revenue growth.
See More
Nano Dimension Shareholders Approve All Proposals at Annual Meeting
- Shareholder Support: At the Annual General Meeting, all proposals from Nano Dimension were approved, reflecting strong shareholder confidence in the company's leadership and strategic direction, ensuring governance continuity at a pivotal time.
- Leadership Transition: Since taking over as CEO in September, Dave has swiftly implemented measures to enhance transparency and operational discipline, which is expected to drive sustainable growth momentum into 2026.
- Cost Reduction Initiatives: Management has enacted several measures to streamline operations and reduce costs, thereby improving overall efficiency and strengthening the company's resilience in a competitive market.
- First-Time Financial Guidance: Nano Dimension provided financial guidance for the first time, aiming to enhance transparency and expectations for future performance, reflecting the company's commitment to maximizing shareholder value.
See More
Nano Dimension Shareholders Approve All Proposals at Annual Meeting, Signaling Strong Support
- Shareholder Support: At the Annual General Meeting, all proposals by Nano Dimension were approved, reflecting strong shareholder confidence in the leadership and strategic direction, ensuring governance continuity at a pivotal time.
- Leadership Transition: Since taking over as CEO in September, Dave has swiftly implemented measures to enhance transparency and operational discipline, which are expected to lay the groundwork for sustainable growth in 2026.
- Cost Reduction Initiatives: Management has enacted several measures to streamline operations, reduce costs, and improve overall efficiency, aiming to enhance the company's market competitiveness and profitability.
- Share Repurchase Program: The company has executed significant share repurchases, reflecting confidence in Nano Dimension's intrinsic value by both the Board and executive team, while also creating additional value for shareholders.
See More
