Civil Appeal Authority 72234-04-26 Nano Dimension Ltd. v. Murchinson Ltd., Canadian Corp

Civil Appeal Authority 72234-04-26

Decision

I have before me an application for leave to appeal the decision of the Central-Lod District Court (the Honorable Judge) Y. Moskowitz) from April 26, 2026 in a civil case 54687-02-26, [Nevo] In which the respondents' request for temporary relief that would allow them to convene a special meeting of the Applicant's shareholders was granted, without a "poison pill" mechanism being used against them.

The facts of the case

1. The Applicant, Nano Dimension Ltd. (hereinafter: the Applicant or the Company), is an Israeli public company without a controlling core, traded in the United States through ADS certificates (hereinafter: the Shares).  The Respondents, Hedge Funds, are shareholders in the Applicant, which hold 7.4% of its share capital.
2. In the background is a "poison pill" protection plan adopted by the company for the purpose of protecting against a hostile takeover by shareholders. In accordance with this mechanism, if a single shareholder or a number of shareholders together, without the approval of the Board of Directors, hold more than 9.99% of the Company's shares, a dilution mechanism will be activated that will allow all other shareholders to purchase the Company's shares at a price of US$0.01 per share (hereinafter: the Protection Plan).

The parties do not dispute that the defense plan stipulates that shareholders will be able to demand the convening of a special meeting by virtue of the Article 63 30Companies Law, 5759-1999 (hereinafter: Companies Law or The Law), combined Regulation 7B For the Regulations The Friendship (Concessions for Companies whose Securities Are Listed on the Stock Exchange Outside of Israel), 5760-2000 (Hereinafter: Relief Regulations) - without the dilution mechanism that is the subject of the defense plan being used against them; However, this is only on condition that they operate in one of two permitted gathering mechanisms (hereinafter: Permitted Gathering Mechanisms): The shareholders' association will be done only after receiving the approval of the board of directors; Or, alternatively, the merger will be done by means of a "public solicitation" procedure – i.e., the publication of a notice on the US Securities and Exchange Commission's website regarding the intention to reach agreements, which will also include an offer to additional shareholders to join (hereinafter: The Public Solicitation Procedure).

3. The proceeding in the trial court does not deal with the legality of the protection plan per se, but rather revolves around the respondents' intention to approach the company together with other shareholders (whose total holding rate exceeds 10%), with a request to convene a special meeting. In the statement of claim, the respondents argued that such an application should not lead to the activation of the defense plan.  According to them, setting the threshold for operating the plan at 9.99% is intended to prevent the convening of a special meeting, which requires the support of 10% of the shareholders.  The respondents argued that limiting their ability to convene the meeting by imposing the permitted mechanisms of convening  is a prohibited restriction that violates their cogent right to do so.  Therefore, the respondents petitioned for declaratory relief according to which the company would not be able to operate the protection plan following a request by shareholders to convene a special meeting.
4. The Ottoman Settlement [Old Version] 1916Simultaneously with the filing of the claim, the respondents filed a request for temporary relief. In their application, they petitioned that until the lawsuit is decided, they will be able to apply together with other shareholders to convene a special meeting without the defense plan being activated as a result.  The respondents argued that the balance of convenience is tilted in their favor, since while the damage caused to them by not receiving the relief is irreversible, in light of the dilution of their holdings; The company will not suffer any harm from the provision of the relief, since it does not intend to carry out a hostile takeover.

12-34-56-78  Chekhov v. State of Israel, P.D. 51 (2)