DEFA14A: Desktop Metal and Nano Dimension Commence Integration Planning Following Merger Announcement

Desktop Metal and Nano Dimension have initiated integration planning, aiming for a comprehensive plan by the closing date of their combination.

Summary

• Desktop Metal and Nano Dimension have started the integration planning process following their merger announcement.
• Key leaders from both companies met in Boston to begin planning the integration, led by Integration Executives Tom Nogueira (Desktop Metal) and Zivi Nedivi (Nano Dimension).
• PwC Advisory partner Ben Lazarus is facilitating the integration process.
• The integration aims to drive positive cash flow and profitability, create a platform for growth, and minimize disruption to both businesses.
• Select employees will be included on task forces for specific decision-making areas, with protocols for information sharing and integration planning.
• Until the closing, Desktop Metal and Nano Dimension will continue to operate independently.
• The communication includes forward-looking statements with associated risks and uncertainties.
• The document emphasizes that it is not an offer to buy or sell securities and directs investors to the proxy statement for more information.
• Information about the directors and executive officers of Desktop Metal and Nano is available in their respective filings with the SEC.

Sentiment

Score: 7

Explanation: The document conveys a positive sentiment regarding the integration planning process, emphasizing collaboration and a focus on future growth and profitability. However, it also acknowledges the inherent risks and uncertainties associated with the transaction, preventing a higher score.

Positives

• The integration planning process has commenced, indicating progress towards the merger.
• The integration aims to achieve positive cash flow and profitability for the combined entity.
• The process is being facilitated by experienced professionals from PwC Advisory.
• Both companies are committed to minimizing disruption during the integration process.

Risks

• The ultimate outcome of the proposed transaction is uncertain, including the possibility that Desktop Metal's stockholders will reject the transaction.
• The announcement of the proposed transaction could negatively impact Desktop Metal's ability to operate its business and retain key personnel.
• The timing of the proposed transaction is uncertain.
• The occurrence of any event, change, or other circumstance could lead to the termination of the proposed transaction.
• The ability to satisfy closing conditions, including necessary stockholder approvals, is not guaranteed.
• There are risks related to the completion of the proposed transaction and actions related thereto.
• The forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially.

Future Outlook

The document contains forward-looking statements regarding the proposed transaction between Desktop Metal and Nano Dimension, including the anticipated timing and benefits of the transaction. These statements are subject to risks and uncertainties.

Management Comments

• Zivi Nedivi, President of Nano Dimension, stated that he wants to come to the closing table on Day One of the combined company with a comprehensive plan in place.
• Tom Nogueira, Chief Operating Officer of Desktop Metal, asked employees to stay focused on their near-term objectives during the integration process.

Industry Context

The merger between Desktop Metal and Nano Dimension reflects a trend of consolidation in the 3D printing industry, as companies seek to expand their capabilities, market reach, and achieve greater economies of scale. This move could potentially intensify competition among key players in the sector.

Stakeholder Impact

• Shareholders are urged to read the proxy statement carefully.
• Employees are asked to remain focused on their objectives during the integration process.
• The integration aims to minimize disruption to the core assets of both businesses.

Next Steps

• Desktop Metal intends to file a proxy statement with the SEC.
• The definitive proxy statement will be mailed to stockholders of Desktop Metal.
• Select employees will be included on task forces for specific decision-making areas.

Key Dates

Keywords

integration planning, merger, nano dimension, desktop metal, transaction, proxy statement