DEFA14A: ISS Backs Nano Dimension's Acquisition of Desktop Metal, Urges Shareholder Approval

Institutional Shareholder Services (ISS) recommends Desktop Metal shareholders vote in favor of the merger agreement with Nano Dimension, citing a likely premium, fair valuation, and immediate liquidity.

Summary

• Institutional Shareholder Services (ISS), a leading proxy advisory firm, has recommended that Desktop Metal shareholders support the proposed merger agreement with Nano Dimension.
• ISS believes the offer is likely the best available at this time, providing shareholders with a premium, fair valuation, and immediate cash value.
• ISS noted that Nano Dimension's stock price increased by 16.7% following the announcement, indicating potential downside risk if the deal is not approved.
• Desktop Metal shareholders are urged to vote no later than 11:59 pm ET on October 1st.
• Nano Dimension shareholders are not required to approve the merger.
• Desktop Metal's CEO, Ric Fulop, encourages shareholders to support the acquisition.
• Nano Dimension's CEO, Yoav Stern, welcomes ISS's support and anticipates closing the transaction soon, pending regulatory approvals.

Sentiment

Score: 8

Explanation: The document conveys a positive sentiment due to the ISS recommendation, the anticipated premium for shareholders, and the optimistic statements from both CEOs. The increase in Nano Dimension's stock price further supports this positive outlook.

Positives

• ISS support lends credibility to the merger agreement.
• The merger is expected to provide a premium for Desktop Metal shareholders.
• The cash consideration offers immediate value and liquidity.
• ISS views the implied valuation as fair.
• Nano Dimension's stock price increase suggests market confidence in the deal.

Negatives

• The document does not explicitly state any negatives, but the reference to 'potential downside risk of non-approval' suggests concerns about the deal falling through.

Risks

• The ultimate outcome of the proposed transaction is uncertain, as Desktop Metal stockholders could reject the deal.
• The announcement of the proposed transaction could negatively impact Desktop Metal's ability to operate its business, retain key personnel, and maintain business relationships.
• 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.
• Reductions in the Per Share Merger Consideration to be paid based on transaction expenses, potential borrowings under the Bridge Loan Facility and agreements relating to severance for certain executive officers and employees of Desktop Metal.

Future Outlook

The document expresses optimism about the merger's completion, pending shareholder approval and regulatory clearances. Management anticipates a successful integration of the two companies.

Management Comments

• Ric Fulop, Desktop Metal's CEO, stated that Nano Dimension's offer is expected to represent a premium for shareholders and urged shareholders to support the acquisition.
• Yoav Stern, Nano Dimension's CEO, expressed pleasure with ISS's support and looks forward to closing the transaction as soon as possible.

Industry Context

The merger aims to consolidate two players in the additive manufacturing space, potentially creating a stronger entity to compete in the evolving market. Desktop Metal focuses on Additive Manufacturing 2.0, while Nano Dimension focuses on Additive Electronics and Additive Manufacturing.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards or competitors.
• However, the reference to Nano Dimension's stock price increase of 16.7% suggests a positive market reaction compared to the relevant market index.

Stakeholder Impact

• Shareholders are expected to receive a premium for their shares.
• Employees may experience changes as the two companies integrate.
• Customers could benefit from a broader range of products and services.
• The merger could impact suppliers and creditors as the combined entity streamlines operations.

Next Steps

• Desktop Metal shareholders to vote on the merger agreement by October 1st.
• Obtain required regulatory approvals.
• Close the transaction and integrate the two companies.

Key Dates

Keywords

merger, acquisition, Desktop Metal, Nano Dimension, ISS, shareholders, vote, proxy, additive manufacturing