Nano Dimension adopts shareholder rights plan
Nano Dimension, headquartered in Waltham, Massachusetts, USA, has announced that its Board of Directors has adopted a limited duration shareholder rights agreement. The agreement is intended to protect the long-term interests of Nano Dimension and all Nano Dimension’s holders of American Depository Shares (ADSs). 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 is not intended to prevent or interfere with any action with respect to Nano Dimension that the Board determines to be in the best interests of the company. Instead, it will assist the Board with fulfilling its fiduciary duties to the company by ensuring that the Board has sufficient time to make informed judgments about any attempts to gain control or significantly influence 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.
The rights agreement is reportedly similar to those adopted by other similarly positioned publicly traded companies. Pursuant to the rights agreement, Nano Dimension will issue one special purchase right for every one ADS outstanding at the close of business on February 13, 2026. Each right will allow its holder to purchase from Nano Dimension one ADS, at a purchase price of $0.01 per ADS, once the rights become exercisable. The rights would only become exercisable 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 rights agreement does not restrict shareholders from engaging in a public proxy or consent solicitation.
