お知らせ • Apr 03
Nano Dimension Ltd. (NasdaqCM:NNDM) completed the acquisition of Desktop Metal, Inc. (NYSE:DM).
Nano Dimension Ltd. (NasdaqCM:NNDM) entered into an agreement to acquire Desktop Metal, Inc. (NYSE:DM) for approximately $200 million on July 2, 2024. As part of consideration, Nano Dimension will pay $5.5 in cash for each share subject to downward adjustment of Desktop Metal. If the closing of the transaction extends into 2025, Nano Dimension has committed to providing Desktop Metal with a $20 million secured loan facility. The Desktop Metal has approximately $115 million in principal amount of outstanding 6.0% Convertible Senior Notes due 2027. Following the Closing, the combined company must offer to repurchase all outstanding Convertible Notes at a cash purchase price equal to the $115.0 million principal amount of the Convertible Notes, plus accrued and unpaid interest to the date of repurchase. There were outstanding $115 million aggregate principal amount of Company Convertible Notes. The transaction is not subject to a financing condition. Nano Dimension intends to finance the transaction using its cash on hand. Subject to the terms and conditions of the merger agreement, the Desktop Metal will be required to pay Nano termination fee of $7.875 million. Subject to the terms and conditions of the merger agreement, Nano will be required to pay the Company a cash fee of $5 million in case of termination.
The transaction, which was unanimously approved by the Boards of Directors of both companies. The transaction is subject to certain closing conditions, including the approval of Desktop Metal’s stockholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and required regulatory approvals, and certain termination rights as described in the merger agreement. The transaction is expected to close in the fourth quarter of 2024. As of August 26, 2024, antitrust waiting period expired. As on October 3, 2024 The transaction has been approved by Desktop Metal stockholders. As of February 21, 2025, Delaware Court of Chancery has set trial dates of March 11-12, 2025. As of Mar 24, 2025, Delaware Court of Chancery has ruled in favor of Desktop Metal in its pending litigation against Nano Dimension Ltd. and Nano US I, Inc. In its March 24 post-trial opinion and order, the Court found that Nano materially breached the Merger Agreement, rejected Nano’s counterclaims, and granted Desktop Metal specific performance. The Court ordered that, within 48 hours of its order, Nano must agree to and execute a national security agreement with the Committee on Foreign Investment in the United States, which is the sole remaining condition to closing the merger. The Court further ordered that if the closing has not occurred by March 31, 2025, the end date under the Merger Agreement may be extended, at Desktop Metal’s discretion, until the closing of the merger.
Greenhill & Co., LLC, an affiliate of Mizuho, acted as exclusive financial advisor to Nano Dimension, and Bruce March and Flora Perez of Greenberg Traurig and Oded Har-Even and Tamir Chagal of Sullivan & Worcester LLP acted as Nano Dimension’s legal counsel. Lior Aviram and Maya Koubi Bara-nes of Stifel acted as financial advisor and fairness opinion provider to Desktop Metal. Dan Hoffman, Ryan Maierson, Kirt Switzer, David Della Rocca, Amanda Reeves, Hanno Kaiser, Jason Daniels, Reza Mojtabaee-Zamani, Elisabeth Martin, Patrick English Max Hauser Jana Dammann de Chapto, Julia Hatcher, James Barrett, Damara Chambers Ruchi Gill, Nathan Seltzer, Heather Deixler, Dean Baxtresser and Susan Parker of Latham & Watkins LLP acted as advisor to Desktop Metals. Shibolet & Co. acted as legal advisor to Desktop Metals. Michael O’Bryan of Morrison Foerster advised Stifel as financial advisor.
Nano Dimension Ltd. (NasdaqCM:NNDM) completed the acquisition of Desktop Metal, Inc. (NYSE:DM) on April 2, 2025. The transaction, valued at $179.3 million or $5.295 per share, was finalized following receipt of all necessary regulatory approvals and satisfaction of customary closing conditions.