DEFA14A: Markforged to Merge with Nano Dimension, Aims to Revolutionize Additive Manufacturing

Markforged announces a merger with Nano Dimension to create a leading additive manufacturing company, pending regulatory and shareholder approvals.

Summary

• Markforged is set to merge with Nano Dimension to form a world-leading additive manufacturing company.
• The merger aims to combine the strengths of both companies to drive growth and better serve customers.
• The transaction is expected to close in the first quarter of 2025, subject to regulatory approvals, shareholder approval, and other customary closing conditions.
• The combined entity is expected to have the scale and financial resources to achieve long-term strategic objectives.
• Channel partners are anticipated to benefit from a wider range of solutions to sell.
• Until the transaction closes, both companies will continue to operate independently.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the potential benefits of the merger, but tempered by the risks and uncertainties involved in completing the transaction and integrating the two companies.

Positives

• The merger is expected to create a world-leading additive manufacturing company.
• Channel partners are expected to have a wider range of solutions to sell.
• The combined company is expected to have the scale and financial resources to achieve long-term strategic objectives.
• The merger is expected to expand the product portfolio in a meaningful way.

Negatives

• The transaction is subject to regulatory and shareholder approvals, which introduces uncertainty.
• The announcement of the proposed transaction could affect Markforged's ability to operate its business and retain key personnel.
• There are potential risks associated with the disruption of management's attention from ongoing business operations due to the proposed transaction.
• Significant costs are associated with the proposed transaction.

Risks

• The merger agreement could be terminated due to certain events or circumstances.
• The transaction may not be completed in a timely manner or at all.
• Required regulatory approvals and shareholder approval may not be obtained.
• Competitors, suppliers, and customers may react negatively to the proposed transaction.
• Potential litigation relating to the proposed transaction could arise.
• Restrictions during the pendency of the proposed transaction may impact Markforged's ability to pursue certain business opportunities.

Future Outlook

The combined company aims to become the solution of choice for every manufacturing floor, with a broader product portfolio and enhanced financial resources.

Management Comments

• Im excited to announce that we are embarking on the next phase of our journey through a merger with Nano Dimension to build a world-leading innovative additive company!
• By combining our businesses, we believe we will be best positioned to drive growth and serve our customers with the most impressive portfolio of innovative additive manufacturing technologies for true production applications.
• Together, Markforged and Nano Dimension will have the scale and financial resources that we believe will enable us to execute our long term strategic objectives and become the solution of choice for every manufacturing floor for many years to come!
• We also believe this merger will create amazing opportunities for many of you!
• As we combine our businesses, we are confident this will enable our long term path to sustainability, but more than that, will expand our product portfolio in a meaningful way.
• We anticipate that our channel partners will have a wider range of solutions to sell and create efficiencies and optimize sales efforts into existing and new accounts.
• Until the transaction closes, we will continue to operate as independent companies, so it remains business as usual.
• During this crucial time, we need to keep laser focused on delivering value to our customers and continue growing our business and hitting our targets!
• Im excited for the future ahead for Markforged and our amazing #oneteam thank YOU once again all for all the hard work towards this amazing milestone!

Industry Context

The merger reflects a trend towards consolidation in the additive manufacturing industry, as companies seek to gain scale and expand their product offerings to better compete in the market.

Comparison to Industry Standards

• The merger of Markforged and Nano Dimension is similar to Stratasys' acquisition of Desktop Metal, as both deals aim to consolidate the additive manufacturing market.
• The combined entity will need to demonstrate superior technology and market execution to compete effectively with established players like 3D Systems and HP in the 3D printing space.
• The success of the merger will depend on the ability to integrate the technologies and cultures of the two companies, as well as to achieve synergies in sales, marketing, and operations.

Stakeholder Impact

• Shareholders will be asked to vote on the merger.
• Employees may experience changes as the two companies integrate.
• Customers are expected to benefit from a broader range of solutions.
• Suppliers may be affected by changes in the combined company's supply chain.
• Creditors may be impacted by the financial structure of the combined company.

Next Steps

• Markforged will file a proxy statement with the SEC.
• Markforged will hold a special meeting of stockholders to vote on the proposed transaction.
• The companies will seek regulatory approvals for the merger.
• The transaction is expected to close in the first quarter of 2025, pending approvals and closing conditions.

Key Dates

Keywords

merger, Nano Dimension, additive manufacturing, Markforged, 3D printing, acquisition