Announcement • Apr 26
Nano Dimension Ltd. (NasdaqCM:NNDM) completed the acquisition of Markforged Holding Corporation (NYSE:MKFG).
Nano Dimension Ltd. (NasdaqCM:NNDM) executed a letter of intent to acquire Markforged Holding Corporation (NYSE:MKFG) for approximately $110 million on August 19, 2024. Nano Dimension Ltd. (NasdaqCM:NNDM) agreed to acquire Markforged Holding Corporation (NYSE:MKFG) on September 25, 2024. A cash consideration valued at $5 per share will be paid by Nano Dimension Ltd. generating a total purchase price of $115 million. Nano Dimension intends to finance the transaction using its cash on hand. The sell-side termination fee equates to $4.6 million. The transaction is subject to approval by CFIUS and other regulatory bodies. The transaction is subject to the approval of merger agreement by target board, approval of offer by acquirer board and approval of offer by target shareholders. The deal has been unanimously approved by the board of directors of both companies. As of December 5, 2024, Markforged Holding's shareholders approved the merger. On November 20, 2024 and December 12, 2024, Markforged received clearances from the applicable FDI authorities in Sweden and the United Kingdom, respectively. As of December 12, 2024, Markforged has obtained approval for all regulatory filings required pursuant to the merger agreement except for its CFIUS filing. As per filling on January 2, 2025, Markforged has obtained approval for all regulatory filings required pursuant to the Merger Agreement except for its filing with the Committee on Foreign Investment in the United States. The transaction is expected to close in the first quarter of 2025. As of March 28, 2025 the transaction is expected to close by the second quarter of 2025, subject to the satisfaction or waiver of certain closing conditions, including receipt of required regulatory approval from the Committee on Foreign Investment in the United States.
Ken Gordon, Blake Liggio, Kirkie Maswoswe, Michael Minahan, Sarah Bock, Andrew Lacy, Brady P. P. Cummins, Jennifer Fay, Alexander Flynn-Tabloff, Janet Andolina, Kyle Pine, Jacob Osborn, Charles (Ce) Li, Neel Chatterjee, Adam Slutsky and Morgan Mordecai of Goodwin Procter LLP acted as legal advisors to Markforged. Bruce March and Flora Perez of Greenberg Traurig, LLP acted as legal advisor to Nano Dimension. Greenhill & Co., LLC acted as financial advisor to Nano Dimension. Oded Har-Even and Tamir Chagal of Sullivan & Worcester Tel Aviv (Har-Even & Co.) acted as legal advisor to Nano Dimension. Evercore Group L.L.C. acted as financial advisor and fairness opinion provider to Markforged. Morrow & Co., LLC is acting as proxy solicitation agent of Markforged for a fee of $20,000. Markforged has agreed to pay Evercore a fee for its services in the amount of approximately $4.0 million, of which $1.0 million was paid upon delivery of Evercore’s opinion. Continental Stock Transfer & Trust Company is the transfer agent for shares of Markforged.
Nano Dimension Ltd. (NasdaqCM:NNDM) completed the acquisition of Markforged Holding Corporation (NYSE:MKFG) on April 25, 2025. The transaction, valued at $116 million or $5.00 per share, was finalized following necessary regulatory approvals and satisfaction of customary closing conditions. Assaf Zipori, who has been Chief Financial Officer of Markforged, was appointed as Nano Dimension’s new Chief Financial Officer on April 24, 2025.
