Announcement • Jun 19
Nano Dimension Receives Board Replacement Demand from Murchinson Ltd. On June 16, 2026, Nano Dimension Ltd. announced that it has received a letter from Murchinson Ltd. regarding the proposed business combination with Infinite Epigenetics. The Company stated that Murchinson has requisitioned an extraordinary shareholder meeting with intent to replace a majority of the Company's Board, raising concerns about the transaction and demanding greater transparency and clarity on the use of company capital. The Company’s Board stated that the strategic rationale for the merger, highlighting Infinite Epigenetics’ established business, proprietary technology, and extensive clinical dataset, emphasized that the transaction is designed to create long-term shareholder value. The Board noted that the review process was rigorous and supported by financial and legal advisors and stated that the transaction will be subject to a shareholder vote, with the Company expected to receive two board seats in the combined Company. The Board highlighted Murchinson Ltd. for not providing a clear alternative plan for the Company, despite seeking to replace the Board, and reiterated its commitment to transparency and alignment with shareholder interests, confirming that no transaction-driven compensation or payouts are involved. Announcement • Jun 16
Infinite Epigenetics entered into a non-binding term sheet to acquire Nano Dimension Ltd. (NasdaqCM:NNDM) in a reverse merger transaction in a transaction valued at $890 million. Infinite Epigenetics entered into a non-binding term sheet to acquire Nano Dimension Ltd. (NasdaqCM:NNDM) in a reverse merger transaction in a transaction valued at $890 million on June 15, 2026. The consideration consists of common equity of Infinite Epigenetics to be issued for common equity of Nano Dimension Ltd. Existing Nano shareholders are expected to retain a meaningful minority ownership interest in the combined company. If completed, the combined company is expected to operate as Infinite Epigenetics and trade on NASDAQ under the ticker symbol IEAI. In case of termination of transaction, seller will pay a termination fee of $10 million in cash or 2.50% of the Nano Equity Valuation.
Matthew Dawson will lead the combined company as Chief Executive Officer. Following the closing, the combined company Board of Directors would consist of seven members. Infinite Epigenetics shall have the right to designate up to 5 directors, including 3 independent directors. Infinite Epigenetics plans to nominate Brad Keywell, Matt Dawson, and Rocky (Raquel) Bono to the Board of Directors.
The transaction is subject to consummation of due diligence investigation, approval by regulatory board, approval of merger agreement by target board, approval of offer by acquirer shareholders, approval of offer by acquirer board, approval of offer by target shareholders and definitive agreement. The transaction is expected to close by the end of the year.
Paul Hastings LLP acted as legal advisor and Houlihan Lokey, Inc. acted as financial advisor for Nano Dimension Ltd. Latham & Watkins LLP acted as legal advisor and Wells Fargo Securities, LLC acted as financial advisor for Infinite Epigenetics. Board Change • Jun 16
High number of new and inexperienced directors There are 5 new directors who have joined the board in the last 3 years. The company's board is composed of: 5 new directors. 1 experienced director. No highly experienced directors. Independent Director Joshua Rosensweig is the most experienced director on the board, commencing their role in 2024. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors.