| Central-Lod District Court |
| Civil Case 54687-02-26 Murchinson Ltd., Canadian Comp. No. 2476408 et al. v. Nano Dimension Ltd.
Exterior Case: |
| Before | The Honorable Judge Yael Moskowitz
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Plaintiffs |
1. Murchinson Ltd., Canadian Comp. No. 2476408 2. Nomis Bay Ltd., Bermuda Corp. No. 46872 |
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Against
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| Defendants | Nano Dimension Ltd. Adv. Rafi Shapira, Odeya Brik-Zarsky and Yehezkel Lifshitz | |
Decision
Before the application of the Applicants (the plaintiffs in the main proceeding) (hereinafter: the "Applicants" or "the shareholders") for a temporary injunction, prohibiting the Respondent, Nano Dimension Company Ltd. (hereinafter: the "Respondent" or the "Company") to operate the protection plan (hereinafter: the "Protection Plan" or the "Poison Pill") adopted by the Company's Board of Directors, with regard to the Applicants' application to the Company, together with other shareholders, with a request to convene a special meeting of shareholders in accordance with Section 63 of the Companies Law, 5759-1999 (hereinafter: the "Companies Law").
The company is an Israeli company traded in the United States, and the mechanism adopted by it as part of the protection plan stipulates that where a shareholder or shareholders jointly hold the company's shares at a rate of 9.99% or more, a dilution mechanism will be activated, allowing all other shareholders to purchase the company's shares at a price of $0.01. The Company views a joint application by two or more shareholders for the purpose of convening a special meeting, as establishing joint holding of shares, and therefore, if the joint holding rate of the applicant shareholders exceeds 9.99%, such an application will lead to the activation and dilution of the protection plan.
The Applicants hold 7.4% of the Company's share capital, which are traded through ADS certificates (hereinafter referred to as the "Shares"). The Applicants intend to apply to the Company, together with other shareholders whose total holding rate exceeds 10%, with a request to convene a special meeting (hereinafter: the "Special Meeting"), by virtue of Section 63 of the Companies Law and the Companies Regulations (Concessions for Companies whose securities are listed for trading on the Stock Exchange outside of Israel), 5760-2000 (hereinafter: the "Concessions Regulations"), according to which the threshold required for convening a meeting is 10% of the voting rights (in lieu of the 5% threshold set in Section 63 of the Companies Law).