第99.1展示文本

納米尺度向股東發出信函

nano dimension正在成功執行一項紀律嚴明且專注的價值創造策略，爲所有股東帶來未來價值。

董事會和管理團隊在過去一年領導了變革性的併購、財務和運營改善以及治理增強。

莫奇森再次試圖通過一系列提案控制納諾，這些提案將癱瘓公司的策略

nano dimension敦促股東 投票 “ ” nano dimension的提案 於2024年12月6日星期五舉行的年度股東大會上

請快點行動-投票截止日期是2024年12月1日星期天，晚上11點59分 東部時間

要了解更多信息，請訪問： www.ProtectingNanoValue.com

Waltham，馬薩諸塞州， 10月28日^th- 納米尺度有限公司（納斯達克：NNDM） （「Nano Dimension」或「公司」），是一家領先的增材 製造電子產品（「AME」）和多維聚合物、金屬 和陶瓷增材製造（「AM」）3d打印解決方案供應商，今天就公司即將舉行的2024年 股東大會（「年會」）向股東發送了一封信。

這封信詳細介紹了nano dimension在nano d的指導下，執行其專注價值創造策略方面取得的進展董事會及其管理團隊的領導下，Dimension的董事會（「董事會」）在過去12個月的重點亮點包括：

該信函還強調了從Murchinson Ltd.（「Murchinson」）收到的頗具破壞性和深遠影響的擬議年度股東大會議程項目的價值。儘管去年股東明確表示反對，Murchinson 再次試圖控制nano dimension通過一系列提案，使公司的策略陷於癱瘓狀態，同時促成其控制董事會、獲取Nano Dimension的現金，並阻止爲所有股東最大化長期價值的路徑。

董事會敦促股東保護他們的投資和公司的未來，今天投票 支持所有nano dimension的提案。年度股東大會將於2024年12月6日星期五舉行^th，上午7:00 ET。截至2024年10月22日營業結束時持股的股東有資格參加年度股東大會投票^nd，2024年之前的星期日晚上11:59 ET必須收到投票。^{21世紀醫療改革法案}, 2024.

公司的最終代理聲明和與年度會議相關的其他重要信息和資源可在www.ProtectingNanoValue.com網站上找到，或者在公司網站的投資者關係頁面上找到。

信件的完整文本如下。

Nano Dimension股東：再次呼籲您投票，保護您在nano dimension的投資！

親愛的股東，

在去年的年度股東大會（「AGM」）上，您做出了保護您的公司和您的投資的選擇 — 您的果斷投票阻止了自私的Murchinson有限公司（「Murchinson」）的行爲者奪取Nano的控制權。

在我們上一次股東大會以來的一年裏，您的董事會（「董事會」）和管理團隊一直在 履行我們對您的承諾，領導Nano成功拓展策略，成爲數字製造業領軍者。

我們正在執行我們多管齊下的增長策略，包括變革性的併購，推動財務和運營績效的改善，同時我們還實施了重大的治理增強措施。

儘管我們在執行我們的策略方面取得了進展，穆爾欽森再次試圖阻撓我們的方法，以謀取自身利益。

因此，在2024年12月6日舉行的即將到來的股東大會上，股東們必須再次投票以保護他們的投資。

答案很明顯：

– 而且 –

交付結果並推動未來價值創造

過去一年，貴公司董事會和管理團隊推動了納米公司的轉型，使其成爲一個擁有更廣泛的數字製造業-半導體領導者，具有增強的3d打印和增材製造（AM）能力。

我們的策略正在產生結果. Nano通過在領先技術領域的開發和創新，結合紀律嚴明和專注的併購策略以及公開表態的回報股東計劃，預計將繼續推動股東未來價值的增長。

轉型 併購. 計劃於2024年第四季度和2025年第一季度完成的收購Desktop Metal, Inc.（"desktop metal"）和Markforged Holding Corporation（"Markforged"）的協議，是Nano雄心勃勃和審慎的併購策略的體現，旨在打造Am市場的領導者。未來合併後的公司，包括Desktop Metal和Markforged，在2023財年預計將實現約34000萬美元的營業收入，並預計在兩項交易預計結束時將擁有約47500萬美元的現金、現金等價物和證券投資。以具有吸引力的價值估值增加這兩家公司預計將 加速Nano成爲工業四點零和數字製造領域的領先力量，進一步增強公司對股東、客戶和員工的價值主張，併爲Nano提供明確的盈利路徑。.

要了解更多信息，請訪問ProtectingNanoValue.com

改善了財務和運營績效. Nano專注於運營卓越，使其能夠交付 強勁的有機增長和實質效率這種專注使領導團隊能夠擴大Nano，提高業務績效併爲底線帶來成果。Nano專注於銷售業績和新產品開發，導致2023年有機營業收入增長29%，較去年同期有所增長。重要的是，不僅僅關乎營收——Nano報告2024年上半年現金消耗較2013年上半年減少了69%，並專注於朝着盈利能力方向努力。

Returning Capital to Shareholders.Nano正在執行一種平衡的資本配置方法，以實現股東回報、投資研發和通過併購實現進一步增長。Nano已經完成了兩項總額超過16000萬美元的回購計劃，以具有吸引力的估值回購股份，自2022年8月批准第一次回購計劃以來，推動股東價值。

Nano在過去一年中根據股東和治理專家的反饋採取了行動，並對其公司治理進行了重要的增強。這些變化包括:

減少董事會規模 從九位董事減至八位，其中七位獨立董事；

分開公司的主席 並任命Nissan-Cohen博士爲董事會主席； 並任命Nissan-Cohen博士爲董事會主席；

Continuing efforts to refresh the Board, including the appointments of three new directors: Ambassador Georgette Mosbacher, Major General (Ret.) Eitan Ben-Eliahu and 4-Star General (Ret.) Michael Garrett.

Our accomplished Board consists of eight highly qualified individuals – seven of whom are independent – with diverse skills that align with and support our focus on growth, while taking our portfolio of proprietary manufacturing solutions to the next level.

The two Nano directors targeted by Murchinson, our CEO Yoav Stern and 4-Star General (Ret.) Michael X. Garrett, are critical to the Board’s oversight of our strategy and continued success. During both their tenures, Nano has executed eight M&A transactions, including the recent agreements with Desktop Metal and Markforged, driven meaningful operational efficiencies, while delivering strong organic revenue growth, and made significant progress in innovation. With their deep expertise and institutional knowledge, we have the right Board in place to bolster our long-term strategy and deliver value for shareholders.

To learn more, visit ProtectingNanoValue.com

Last year, shareholders recognized that Murchinson brought NO plan for value creation, NO executable ideas, and NO director candidates with additive skills.

Despite shareholders’ clear rebuke last year, Murchinson is once again attempting to take control of Nano through a series of proposals that would paralyze Nano’s strategy, while facilitating Murchinson’s path to gain control of the Board and prevent us from maximizing long-term value for all shareholders. Murchinson is attempting to do this by removing two directors who are critical to our Board oversight in favor of two unqualified nominees, while also de-staggering the Board.

In addition, Murchinson has made a proposal, which Nano has rejected on legal grounds, seeking to prevent us from executing on any M&A transactions above $50 million, including our already signed agreements with Desktop Metal and Markforged. This absurd concept would effectively hold up Nano’s growth strategy to allow Murchinson time to take control of a de-staggered Board. Make no mistake, this approach is not an attempt to protect your interests: it is a blatant effort to freeze Nano in place as Murchinson seeks to gain control.

You have before you two proposals from Murchinson and the choice is clear:

Reject Murchinson’s Unqualified Director Nominees.

Reject De-Staggering the Board. A staggered Board ensures that only a portion of the directors are up for election at any given time, providing stability and continuity in leadership and allowing time for long-term strategic planning. Importantly, it also reduces risk of attempts to undervalue the Company in a takeover. Murchinson clearly recognizes that a staggered Board would make it harder for it to gain control – this proposal is a blatant attempt to make it easier to dismantle and liquidate Nano. 

As a reminder, Murchinson is a family hedge fund with a long track record of problematic actions and poor judgment – including stock manipulations, violations of law, and legal proceedings with regulatory authorities. This record extends to its founder, Marc Bistricer, who was required to pay the Securities and Exchange Commission (“SEC”) $8 million in August 2021 for rules violations and has subsequently been accused by the Ontario Security Commission of carrying out an abusive short-selling scheme. In addition, Murchinson’s co-conspirators Anson Funds and Anson Advisors were fined $2.25 million by the SEC for misleading disclosures in June 2024, just a few months after another October 2023 SEC fine.

To learn more, visit ProtectingNanoValue.com

Murchinson follows a simple playbook whereby the fund finds promising companies such as Nano, furtively acquires a large position and then seeks to dismantle the company and distribute its cash for Murchinson’s own benefit. The fund brings NO insight into the business, NO plan for value creation and NO executable ideas.

Murchinson’s own employees admit to these facts. Mr. Moshe Sarfaty, a senior analyst and employee of Murchinson, directly admitted to Murchinson’s lack of understanding of Nano’s business activities and valuation in his July 2023 court testimony:

“I don't analyze the activity, because I don't understand 3D printing…. we really have no idea what is good and what is not good to do here.”

With no insight into the business, it is clear Murchinson does not care about creating value for all of Nano’s shareholders – it only cares about itself. Murchinson is ultimately seeking to gain control of your Company without paying a premium. Allowing Murchinson to pursue its self-interested agenda through its proposals would deprive you of considerable upside as Nano continues to execute on its strategy.

WE URGE YOU TO PROTECT YOUR INVESTMENT – VOTE FOR NANO’S PROPOSALS AND AGAINST MURCHINSON’S SELF-INTERESTED AGENDA ITEMS 

Your vote is important. Throw away any proxy materials you may receive from Murchinson. For most shareholders, the expected deadline to vote electronically will be 11:59 pm ET on December 1, 2024. Please vote as early as possible and follow the instructions on your voting instruction form as your broker may impose earlier voting cut-offs. 

If you have questions about how to vote your shares, please contact: 

About Nano Dimension

Nano Dimension’s (Nasdaq: NNDM) vision is to transform existing electronics and mechanical manufacturing into Industry 4.0 environmentally friendly & economically efficient precision additive electronics and manufacturing – by delivering solutions that convert digital designs to electronic or mechanical devices – on demand, anytime, anywhere.

To learn more, visit ProtectingNanoValue.com

Nano Dimension’s strategy is driven by the application of deep learning-based AI to drive improvements in manufacturing capabilities by using self-learning & self-improving systems, along with the management of a distributed manufacturing network via the cloud.

Nano Dimension has served over 2,000 customers across vertical target markets such as aerospace and defense, advanced automotive, high-tech industrial, specialty medical technology, R&D, and academia. The Company designs and makes Additive Electronics and Additive Manufacturing 3D printing machines and consumable materials. Additive Electronics are manufacturing machines that enable the design and development of High-Performance-Electronic-Devices (Hi-PED®s). Additive Manufacturing includes manufacturing solutions for production of metal, ceramic, and specialty polymers-based applications - from millimeters to several centimeters in size with micron precision.

Through the integration of its portfolio of products, Nano Dimension is offering the advantages of rapid prototyping, high-mix-low-volume production, IP security, minimal environmental footprint, and design-for-manufacturing capabilities, which is all unleashed with the limitless possibilities of additive manufacturing.

For more information, please visit www.nano-di.com.

Forward Looking Statements

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding benefits and advantages of the proposed transactions with Markforged and Desktop Metal, and the combined company; Nano Dimension’s leadership in AM; the combined company’s revenues and cash; other aspects of the expected transactions with Markforged and Desktop Metal, including the timing of closing of the acquisitions thereof, the potential benefits of a staggered board; Nano Dimension’s strategy; Nano Dimension’s path to profitability, future growth and value to shareholders; and all other statements other than statements of historical fact that address activities, events or developments that Nano Dimension intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. When used in this communication, the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” “may,” “will,” “intends,” “projects,” “could,” “would,” “estimate,” “potential,” “continue,” “plan,” “target,” or the negative of these words or similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words. These forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Because such statements deal with future events and are based on the current expectations of Nano Dimension, Desktop Metal and Markforged, they are subject to various risks and uncertainties. The acquisitions of Markforged and Desktop Metal are subject to closing conditions, some of which are beyond the control of Nano, Desktop Metal or Markforged. Further, actual results, performance, or achievements of Nano Dimension, Desktop Metal or Markforged could differ materially from those described in or implied by the statements in this communication. The forward-looking statements contained or implied in this communication are subject to other risks and uncertainties, including those discussed (i) under the heading “Risk Factors” in Nano’s annual report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2024, and in any subsequent filings with the SEC, (ii) under the heading “Risk Factors” in Desktop Metal’s annual report on Form 10-K filed with the SEC on March 15, 2024, and in any subsequent filings with the SEC, and (iii) under the heading “Risk Factors” in Markforged’s annual report on Form 10-K filed with the SEC on March 15, 2024, and in any subsequent filings with the SEC. The combined company financial information included in this communication has not been audited or reviewed by Nano’s auditors and such information is provided for illustrative purposes only. You should note that such combined company information has not been prepared in accordance with and does not purport to comply with Article 11 of Regulation S-X under the Securities Act of 1933, as amended. Except as otherwise required by law, Nano undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this communication. Nano is not responsible for the contents of third-party websites.

To learn more, visit ProtectingNanoValue.com

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information about the Transaction and Where to Find It

In connection with the proposed transaction, Markforged intends to file a proxy statement with the SEC. Markforged may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that Markforged may file with the SEC. The definitive proxy statement (if and when available) will be mailed to shareholders of Markforged. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the proxy statement (if and when available) and other documents containing important information about Markforged and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on Markforged’s website at https://investors.markforged.com/sec-filings.

Participants in the Solicitation

Nano Dimension, Markforged and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Markforged shareholders in respect of the proposed transaction. Information about the directors and executive officers of Nano Dimension, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Nano Dimension’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, which was filed with the SEC on March 21, 2024. Information about the directors and executive officers of Markforged, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Markforged’s proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 26, 2024 and Markforged’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 15, 2024. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the proxy statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Nano Dimension or Markforged using the sources indicated above.

Nano Dimension Contacts

Investor:
Julien Lederman, VP Corporate Development
ir@nano-di.com

Media:
Kal Goldberg / Bryan Locke / Kelsey Markovich | NanoDimension@fgsglobal.com

To learn more, visit ProtectingNanoValue.com

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