Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or “Nano”) and
Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”) today jointly
announced that they have entered into a definitive agreement under
which Nano Dimension will acquire all outstanding shares of Desktop
Metal in an all-cash transaction for $5.50 per share, subject to
possible downward adjustments to $4.07 per share, as described
below.
At $5.50 per share, the transaction represents a
27.3% premium to Desktop Metal’s closing price and a 20.5% premium
to the 30-day VWAP as of July 2, 2024, for total consideration of
approximately $183 million, possibly down to $4.07 per share or
$135 million in total.
Yoav Stern, Nano Dimension’s Chief Executive
Officer and member of the Board of Directors, said, “Our
combination with Desktop Metal is another step in Nano Dimension’s
evolution to become the leader in digital manufacturing, with
capabilities in mass manufacturing for critical industrial
applications. We’re excited to join forces with an excellent group
of technology leaders, all of whom share our vision for
transforming manufacturing to Digital Industry 4.0. I look forward
to working with Ric Fulop and his team to drive value for all our
stakeholders, including creating opportunities for our employees as
part of a larger, more diversified global innovative company,
driving customer support and generating long-term growing value for
shareholders as we focus on profitable growth.”
Ric Fulop, Desktop Metal’s Co-Founder and Chief
Executive Officer, said, “We’re excited to bring together our
pioneering, complementary product portfolios that will further
enhance our ability to serve our customers in high-growth
industries with a more complete offering of digital manufacturing
technologies for metal, electronics, casting, polymer,
micro-polymer and ceramics applications. We look forward to working
with Nano Dimension to join two great companies and their devoted
teams that can serve our stakeholders to the maximum extent
possible.”
Compelling Strategic and Financial
Benefits
- Unites two product
portfolios with highly complementary capabilities: The
transaction combines the strengths of each company across varied
end user-applications, Additive Manufacturing (“AM”) technologies
and material coverage to create the broadest product portfolio
across metal, electronics, casting, polymer, micro-polymer and
ceramics. Nano is a known leader in 3D-printed electronics and
high-performance polymer, ceramic and metal applications, with a
robust software platform driven by DeepCube’s deep learning-based
AI, while Desktop Metal maintains platforms focused on
industrial-volume scale applications of metal and polymer with
proprietary materials, software, and sintering solutions.
- Accelerates industry
transition to mass production: The union of the two
companies that will create a long-term business, creating a leader
in 3D printing innovative solutions that drive the transition from
prototyping to mainstream tooling and end-use part production. The
combined company will be the first AM provider covering the full
gamut of customer needs from prototyping to production across a
range of critical and high-performance medical and electronics
applications in industrial and high-performance materials.
- Deepens exposure in key end
markets, enhancing customer penetration, while diversifying its
base: The combined company is expected to be able to
expand opportunities to cross-sell to its existing customers as
well as to grow its overall customer base with optimized customer
acquisition capabilities and joint go-to-market strategies,
including targeting customers with complementary offerings in
shared key markets in the automotive, aerospace/defense,
industrial, medical and R&D/academia industries. Together, the
combined company will serve a range of industry verticals with
blue-chip customers including Amazon, Caterpillar, Fraunhofer
Institute, NASA, Raytheon, REHAU, Tesla, Thermo Fisher Scientific,
Toyota, the US Army and more.
- Developing a premium,
high-margin portfolio of AM & materials solutions with strong
recurring revenue potential: Together, Nano Dimension’s
and Desktop Metal’s portfolio will be focused on high-tech
solutions that generate premium margins and are supported by an
installed machine base of over 8,000 systems, representing
significant opportunities for recurring revenue generation from a
larger services and consumables offering. The combined company will
benefit from significantly enhanced scale and a diversified profile
with 2023 combined revenue of $246 million, of
which 28% was generated by recurring revenue
streams from the services and consumables. The combined
company’s complementary expertise and leadership in solutions for
mass production will create an AM company that has a record of
delivering solutions for manufacturing at high volumes.
- Together, the combined
company will have a strong financial profile and
cash reserves, to support a path to profitability
and strategic initiatives: The combination will enable
pooling of resources in administration, sales, marketing and
R&D and generate efficiencies and cost savings opportunities,
while enhancing R&D and innovation capabilities. The
combination is anticipated to generate in excess of $30 million in
run-rate synergies over the next few years, in addition to
previously announced cost savings from each of the two
organizations. We believe business operations and capabilities will
provide for consolidation opportunities as the combined company
focuses on core geographies, including offices, R&D and
manufacturing facilities in the multiple U.S. locations, UK,
Germany, Switzerland Netherland, Italy, Israel and APAC.
Transaction Highlights
Subject to the terms and conditions of the
merger agreement, Nano Dimension will acquire all of the
outstanding shares of Desktop Metal for $5.50 per share in cash.
The purchase price may be adjusted for:
- Transaction expenses: Desktop Metal
estimates that transaction expenses will be approximately $11
million, which would result in an approximate decrease of $0.44 per
share. The maximum reduction, based on expenses, is $0.63 per
share.
- If the closing of the transaction
extends into 2025, Nano Dimension has committed to providing
Desktop Metal with a $20 million secured loan facility. Desktop
Metal does not expect to draw on the facility, but to the extent it
does, there will be an adjustment to the purchase price based on
the amount drawn prior to closing of up to $0.80 per share.
- If all reductions will occur, the
price will be $4.07 per share, a total consideration of $135
million.
The closing of the transaction is subject to
certain closing conditions, including the approval of Desktop
Metal’s stockholders, and required regulatory approvals, and
certain termination rights as described in the merger
agreement.
Additional information about the proposed
transaction, including a copy of the merger agreement, will be
provided in a Report of Foreign Private Issuer on Form 6-K to
be filed by Nano Dimension and a Current Report on Form 8-K to be
filed by Desktop Metal with the U.S. Securities and Exchange
Commission (the “SEC”) and available at www.sec.gov.
Timing and Approvals
The transaction, which was unanimously approved
by the Boards of Directors of both companies, is expected to close
in the fourth quarter of 2024, subject to the satisfaction of
customary closing conditions described above.
Financing
The transaction is not subject to a financing
condition. Nano Dimension intends to finance the transaction using
its cash on hand. The combined company is expected to have a strong
cash position at closing, with approximately $665 million at the
$5.50 per share price ,or $680 million at the reduced price $4.07
per share price as described above, of projected cash and cash
equivalents post-transaction, which assumes no repurchases of
Desktop Metal’s $115 million outstanding convertible notes which
will be required as a result of the transaction if holders
accept the offer to repurchase, unless refinanced.
Conference Call and Webcast
Management from Nano Dimension and Desktop Metal
will be hosting a joint investor call Wednesday, July 3rd at 8:30
AM ET.
Listen in and join Q&A via dial-in and/or
listen in and view a presentation via the webcast link per
below:
- Dial-in toll free: 844-695-5517
- Dial-in international: 1-412-902-6751
- Dial-in for Israel toll free:
1-80-9212373
- Webcast:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=KMeTv6O4
Advisors
Greenhill & Co., LLC, an affiliate of
Mizuho, is serving as exclusive financial advisor to Nano
Dimension, and Greenberg Traurig and Sullivan & Worcester LLP
are serving as Nano Dimension’s legal counsel. Stifel is serving as
financial advisor to Desktop Metal, while Latham & Watkins LLP
and Shibolet & Co. are serving as legal counsel.
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.
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.
About Desktop Metal
Desktop Metal (NYSE: DM) is driving Additive
Manufacturing 2.0, a new era of on-demand, digital mass production
of industrial, medical, and consumer products. Its innovative 3D
printers, materials, and software deliver the speed, cost, and part
quality required for this transformation. Desktop Metal is the
original inventors and world leaders of the 3D printing methods it
believes will empower this shift, binder jetting and digital light
processing. Today, Desktop Metal’s systems print metal, polymer,
sand and other ceramics, as well as foam and recycled wood.
Manufacturers use its technology worldwide to save time and money,
reduce waste, increase flexibility, and produce designs that solve
the world’s toughest problems and enable once-impossible
innovations. Learn more about Desktop Metal and its #TeamDM brands
at www.desktopmetal.com.
Forward-Looking Statements and Other
Disclaimers
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995 and other
Federal securities laws. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” and similar
expressions or variations of such words are intended to identify
forward-looking statements. Specifically this press release
includes statements regarding: (i) the final merger consideration,
which is subject to certain adjustments and the expectations
regarding those adjustments and the drawing on the loan facility,
and the timing of closing, (ii) complementary product portfolios,
enabling both the companies to better serve their customers in
high-growth industries with a more complete offering across
different fields, (iii) Nano’s opportunities for its employees as
part of a larger, more diversified global innovative company, (iv)
the ability to drive customer support level and generate long-term
growing value for shareholders, (v) Nano’s ability to focus on
profitability and growth, (vi) the combined company will accelerate
industry transition to mass production, (vii) the benefits of
significantly enhanced scale and a diversified profile, (viii) 2023
combined revenue, (ix) the companies creating a stronger company
positioned to win in their key markets, (x) the strategic and
financial benefits and advantages of the transaction, (xi) the
expected closing of the transaction, (xii) anticipated annual
run-rate synergies and cost savings from the combination and (xiii)
Desktop Metal’s estimates regarding the transaction expenses, draws
on the loan facility and the total amount of the adjustments to the
purchase price. Because such statements deal with future events and
are based on Nano Dimension’s and Desktop Metal’s current
expectations, they are subject to various risks and uncertainties.
The acquisition is subject to closing conditions, some of which are
beyond the control of Nano or Desktop Metal. Actual results,
performance, or achievements of Nano Dimension or Desktop Metal
could differ materially from those described in or implied by the
statements in this press release. The forward-looking statements
contained or implied in this press release are subject to other
risks and uncertainties, including (i) the ultimate outcome of the
proposed transaction between Nano and Desktop Metal, including the
possibility that Desktop Metal’s stockholders will reject the
proposed transaction, (ii) the effect of the announcement of the
proposed transaction on the ability of Nano and Desktop Metal to
operate their businesses and retain and hire key personnel and to
maintain favorable business relationships (iii) the timing of the
proposed transaction, (iv) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
proposed transaction; (v) the ability to satisfy closing conditions
to the completion of the proposed transaction (including any
necessary shareholder approvals), (vi) the Company’s transaction
expenses are greater than expected; (vii) the Company draws on the
loan facility provided by Nano, (vii) other risks related to the
completion of the proposed transaction and actions related thereto,
(viii) the risks and uncertainties discussed under the heading
“Risk Factors” in Nano Dimension’s annual report on Form 20-F filed
with the SEC on March 21, 2024, and in any subsequent filings with
the SEC, and 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. The combined company
financial information included in this press release 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 U.S. Securities Act of 1933, as amended (the
“Securities Act’). Except as otherwise required by law, each of
Nano Dimension and Desktop Metal 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 press release. Nano Dimension and Desktop Metal
are not responsible for the contents of third-party websites.
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.
Additional Information about the
Transaction and Where to Find It
In connection with the proposed transaction,
Desktop Metal intends to file a proxy statement with the SEC.
Desktop Metal 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
Desktop Metal may file with the SEC. The definitive proxy statement
(if and when available) will be mailed to shareholders of Desktop
Metal. 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 Desktop Metal 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 Desktop Metal’s website at
https://ir.desktopmetal.com/sec-filings/all-sec-filings.
Participants in the
Solicitation
Nano, Desktop Metal and certain of their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from Desktop Metal
shareholders in respect of the proposed transaction. Information
about the directors and executive officers of Nano, including a
description of their direct or indirect interests, by security
holdings or otherwise, is set forth in Nano’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 Desktop Metal, including a description of
their direct or indirect interests, by security holdings or
otherwise, is set forth in Desktop Metal’s proxy statement for its
2024 Annual Meeting of Stockholders, which was filed with the SEC
on April 23, 2024 and Desktop Metal’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 or Desktop Metal using the
sources indicated above.
Nano Dimension Contacts
Investor: ir@nano-di.com
Media:Kal Goldberg / Hannah Dunning |
NanoDimension@fgsglobal.com
Desktop Metal Contacts
Investors:(857)
504-1084DesktopMetalIR@icrinc.com
Media:Sarah Webster(313)
715-6988sarahwebster@desktopmetal.com
Nano Dimension (NASDAQ:NNDM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Nano Dimension (NASDAQ:NNDM)
Historical Stock Chart
From Jul 2023 to Jul 2024