The poison pill is a corporate defence that makes hostile takeovers prohibitively expensive.
- Nano Dimension will issue rights to ADR holders that will allow them to buy more ADRs if a person or entity builds a 9.99% or more stake in the company without the board’s approval.
- Nano Dimension has been undergoing a restructuring since last year, under a new CEO and management.
- Stocktwits sentiment for NNDM was ‘neutral.’
Nano Dimension Ltd. on Monday said the 3D printing technology company has adopted a limited duration shareholder rights agreement, also known as “poison pill,” intended to protect the long-term interest of the company and its shareholders.
The agreement will encourage anyone seeking a significant interest in the company to negotiate directly with the board before attempting to gain control or significant influence, Nano Dimension said in a statement.
Poison Pill Plan
As per the plan, the company will issue one special purchase right for one American Depository Receipt held on Feb. 13. The contract will give the right for its holder to acquire one Nano Dimension U.S.-listed stock for $0.01, and will be exercisable if an entity, person or group acquires 9.99% or more of Nano Dimension’s outstanding shares in a transaction or transactions not approved by the company’s board.
The so-called poison pill is a corporate defence that makes hostile takeovers prohibitively expensive by allowing existing shareholders to buy shares at a discount, diluting the bidder’s stake.
Nano Dimension did not identify any entity or person whose actions prompted it to adopt the plan.
Oramed Pharma, CEO Build Stake
Last week, Oramed Pharmaceuticals Inc. and its CEO, Nadav Kidron, disclosed that they had built up a 5% in Nano Dimension, according to a securities filing. They intend to actively engage with management, the board, and shareholders to push for strategic, governance, and board-level changes to improve performance and shareholder value, according to the filing.
Oramed is an Israeli-U.S. biotech company best known for developing an oral insulin capsule to treat diabetes and pioneering technology to enable oral delivery of drugs normally given by injection.
Nano Dimension’s Restructuring
Founded in Israel and now headquartered in Waltham, Massachusetts, Nano Dimension provides additive manufacturing (AME) and precision 3D-printing systems that let customers design and produce high-performance electronic devices and complex mechanical parts in-house.
The company is undergoing a major restructuring to achieve profitability, led by a new board and senior management, including CEO Ofir Baharav, who took charge in early 2025.
Nano Dimension stock is up 22% so far this year. It dropped 38% over 2025. The Stocktwits sentiment for NNDM remained ‘neutral,’ unchanged from the previous day.
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