Well-Capitalized Combined Company with Strong
Financial Profile and 2023 Revenue of $246M, 28% from Recurring
Revenue
Poised for Significant Value Creation from
Complementary Product Offerings and Deeper Diversified Global
Customer Penetration
Focus on Reaching Profitability and
Capitalizing on Growth Potential Through Greater Scale as Industry
Continues Shift to AM Designed-for-Manufacturing Applications
Companies to Hold Joint Investor Call to
Discuss Transaction Today, Wednesday, July 3rd at 8:30 AM
ET
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 value creation 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 will create a long-term business and a
leader in 3D print through 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, Netherlands, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240703252122/en/
Nano Dimension Contacts Investor: ir@nano-di.com
Media: Kal Goldberg / Hannah Dunning |
NanoDimension@fgsglobal.com Desktop Metal Contacts
Investors: (857) 504-1084 DesktopMetalIR@icrinc.com
Media: Sarah Webster (313) 715-6988
sarahwebster@desktopmetal.com
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