8-K: Nano Dimension Completes Acquisition of Desktop Metal in Cash Deal

Desktop Metal is now an indirect wholly-owned subsidiary of Nano Dimension after the completion of a merger agreement.

Summary

• Desktop Metal, Inc. has completed its merger with Nano Dimension Ltd., becoming an indirect wholly-owned subsidiary of Nano.
• The merger was executed according to the Agreement and Plan of Merger dated July 2, 2024.
• Each share of Desktop Metal's Class A common stock was converted into the right to receive $5.295 in cash.
• Outstanding vested and unexercised options to purchase Class A Common Stock were cancelled and converted into the right to receive a cash payment.
• Unvested restricted stock unit awards of Desktop Metal were cancelled and replaced with restricted stock unit awards of Nano.
• Performance-based restricted stock unit awards of Desktop Metal that remained unvested were cancelled in full for no consideration.
• Desktop Metal's Class A Common Stock will be delisted from the New York Stock Exchange (NYSE).
• The company intends to file a certification with the SEC to suspend its reporting obligations.
• Holders of Desktop Metal's Class A Common Stock no longer have rights as stockholders, except for the right to receive the merger consideration.
• Ric Fulop, Scott Dussault, James Eisenstein, Dayna Grayson, Wen Hsieh, Jeff Immelt, Stephen Nigro, Steve Papa, and Bilal Zuberi resigned from the Board of Directors.
• Julien Lederman and Ofir Baharav became the directors of the company.
• The executive officers of Desktop Metal immediately prior to the merger remained in their positions.
• The certificate of incorporation and bylaws of Desktop Metal were amended and restated.
• Holders of the 6.0% Convertible Senior Notes due 2027 will have the right to require the Company to repurchase their Convertible Notes for a cash purchase price equal to 100% of the principal amount of the Convertible Notes, plus accrued and unpaid interest to, but excluding, the date of repurchase.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The document primarily describes the completion of a merger, which is a significant corporate event. While shareholders receive cash, the company ceases to exist as an independent entity. The sentiment reflects a factual account of the transaction.

Positives

• Shareholders received a cash payment of $5.295 per share, providing immediate liquidity.
• Holders of Convertible Notes have the right to require the Company to repurchase their Convertible Notes for a cash purchase price equal to 100% of the principal amount of the Convertible Notes, plus accrued and unpaid interest.

Negatives

• Desktop Metal's Class A Common Stock will be delisted from the NYSE, reducing public trading opportunities.
• Shareholders no longer have equity in the company, losing potential future upside.
• Unvested performance-based restricted stock unit awards were cancelled with no consideration.

Risks

• The delisting from the NYSE may reduce the visibility and accessibility of the company's stock.
• Future performance and strategic decisions will be determined by Nano Dimension, potentially impacting Desktop Metal's operations.

Future Outlook

The document outlines the completion of the merger, so there are no specific forward-looking statements for Desktop Metal as an independent entity. Future direction will be determined by Nano Dimension.

Industry Context

This acquisition reflects a trend of consolidation in the additive manufacturing industry, where companies are merging to expand their capabilities and market reach. Nano Dimension's acquisition of Desktop Metal aims to combine their expertise in different areas of 3D printing to create a more comprehensive offering.

Comparison to Industry Standards

• The acquisition of Desktop Metal by Nano Dimension is similar to Stratasys' acquisition of Desktop Metal's rival Origin, which was intended to expand Stratasys' reach into production-scale additive manufacturing.
• The cash consideration of $5.295 per share is a key metric for evaluating the deal's value compared to other acquisitions in the 3D printing sector.
• The delisting of Desktop Metal from the NYSE is a common outcome in acquisitions, similar to what happened with other publicly traded companies after being acquired.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders received cash consideration for their shares.
• Employees may experience changes in their roles and responsibilities as the company integrates with Nano Dimension.
• Customers may see changes in product offerings and services as the two companies combine their technologies.

Next Steps

• Delisting of Class A Common Stock from the NYSE.
• Filing of Form 15 with the SEC to suspend reporting obligations.
• Integration of Desktop Metal into Nano Dimension's operations.

Key Dates

Keywords

merger, acquisition, Nano Dimension, Desktop Metal, delisting, convertible notes, cash consideration