DEFA14A: Nano Dimension to Acquire Desktop Metal in All-Cash Transaction

Nano Dimension and Desktop Metal have reached a definitive agreement for Nano Dimension to acquire all outstanding shares of Desktop Metal in an all-cash transaction.

Summary

• Nano Dimension will acquire all outstanding shares of Desktop Metal in an all-cash transaction.
• The acquisition aims to combine leadership in Additive Manufacturing for premium, industrial applications.
• Nano Dimension is described as a leader in Additively Manufactured Electronics with organic growth of 29% last year.
• The combined company expects to deliver significant value creation through expanded product offerings, deeper customer penetration, and a diversified global customer base.
• The transaction is expected to close in the fourth quarter, subject to customary closing conditions, including shareholder and regulatory approvals.
• Integration planning will begin before the transaction closes.
• The announcement includes forward-looking statements with associated risks and uncertainties.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the announced acquisition, which is presented as a strategic move to strengthen the combined company's position in the additive manufacturing market. However, the presence of forward-looking statements and associated risks tempers the overall optimism.

Positives

• The acquisition combines two leaders in Additive Manufacturing.
• The combined company is expected to have expanded product offerings and a diversified global customer base.
• Employees are expected to have opportunities for professional growth.
• Nano Dimension's CEO expresses excitement about the acquisition and welcomes Desktop Metal employees.

Negatives

• The announcement acknowledges the shift in the industry toward production AM applications and slowing growth in AM for prototyping.
• The transaction is subject to customary closing conditions, including shareholder and regulatory approvals, which introduces uncertainty.

Risks

• The ultimate outcome of the proposed transaction is uncertain, including the possibility that Desktop Metal's stockholders will reject the proposed transaction.
• The announcement of the proposed transaction could affect 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 to the completion of the proposed transaction is not guaranteed.

Future Outlook

The combined company expects to deliver significant value creation through expanded product offerings, deeper customer penetration, and a diversified global customer base. The transaction is expected to close in the fourth quarter, subject to customary closing conditions.

Management Comments

• Yoav Stern, CEO of Nano Dimension: 'On behalf of everyone at Nano Dimension, we are thrilled to be part of Desktop Metal.'
• Ric Fulop, Chairman and CEO of Desktop Metal: 'Today is an exciting day for Desktop Metal, Nano Dimension, and our shared vision for the future of manufacturing.'

Industry Context

The announcement references the growing need for larger-scale companies in 3D printing to strengthen top AM firms facing intensifying competition from other global regions. The merger is positioned as a key driver of this scale.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards.
• It mentions the need for larger-scale companies in 3D printing to compete with global regions, but doesn't name specific competitors or benchmarks.
• The 29% organic growth of Nano Dimension is mentioned, but without a direct comparison to industry averages, it's difficult to assess its relative performance.

Stakeholder Impact

• Shareholders of Desktop Metal will receive cash for their shares.
• Employees of both companies may experience professional growth opportunities.
• Customers are expected to benefit from expanded product offerings and a diversified global customer base.
• The combined company aims to strengthen its position in the industry, potentially impacting competitors and suppliers.

Next Steps

• Desktop Metal stockholders need to approve the proposed transaction.
• Governmental and regulatory approvals need to be obtained.
• Integration planning will begin before the transaction closes.
• A Town Hall meeting will be held to discuss the transaction and answer questions.

Key Dates

Keywords

Nano Dimension, Desktop Metal, Acquisition, Additive Manufacturing, All-cash transaction, Merger