DEFA14A: Nano Dimension and Markforged Plan Merger, Aim for Additive Manufacturing Leadership

Nano Dimension and Markforged are planning a merger to create a leading additive manufacturing enterprise, with headquarters expected in Greater Boston.

Summary

• Markforged and Nano Dimension are planning to merge, with the goal of creating a leading digital manufacturing enterprise.
• The initial plan involves merging Nano Dimension and Desktop Metal first, followed by a merger of Nano Dimension and Markforged.
• The combined company, tentatively called 'New-Co,' expects its headquarters to be in Greater Boston, specifically at the Markforged headquarters.
• The merged entity aims to offer the strongest and most innovative product portfolio in additive manufacturing for real production applications.
• The company plans a smart go-to-market strategy, including continuation of successful channels, transactional selling, and solution selling of industrial applications.
• The completion of the mergers is subject to regulatory approvals and other factors.

Sentiment

Score: 7

Explanation: The document conveys a positive outlook regarding the merger and its potential benefits, but also acknowledges the risks and uncertainties involved. The sentiment is moderately positive.

Positives

• The merger aims to create a leading digital manufacturing enterprise.
• The combined company expects to have a strong and innovative product portfolio.
• The go-to-market strategy includes a mix of successful channels and selling approaches.

Negatives

• The merger is subject to regulatory approvals and other factors, which could delay or prevent the completion of the transaction.
• Decisions about the integrated product portfolio are still in flux.
• The announcement mentions potential disruptions to ongoing business operations.

Risks

• The merger agreement could be terminated due to unforeseen events or circumstances.
• The ability of Markforged, Nano, or Desktop Metal to operate their respective businesses and retain key personnel could be affected.
• The proposed transactions may not be consummated in a timely manner or at all.
• Failure to obtain required regulatory approvals or the requisite approval of Markforged stockholders could prevent the merger.
• Competitors, suppliers, and customers may react negatively to the proposed transactions.
• Management's attention may be diverted from ongoing business operations.
• Significant costs may be associated with the proposed transactions.
• Potential litigation relating to the proposed transactions could arise.
• Restrictions during the pendency of the proposed transactions may impact Markforged's or Desktop Metal's ability to pursue certain business opportunities.

Future Outlook

The document outlines the future plans for the merger of Nano Dimension, Markforged, and Desktop Metal, with the goal of creating a leading additive manufacturing enterprise. The success of this plan depends on regulatory approvals and other factors.

Management Comments

• We are excited to be sending the first merger update email going to employees of all three companies in the process of joining together as one solidified Digital Manufacturing enterprise.
• As we provide these updates, we are committed to being as transparent and honest as we can, given that some decisions remain in flux.
• We plan to be ready to hit the ground running once all approvals are met.
• We fully expect to be able to offer the market the very best technologies in certain categories, where we will be completely unmatched in our portfolio and technical prowess.

Industry Context

The announcement reflects a trend of consolidation in the additive manufacturing industry, as companies seek to gain scale and offer more comprehensive solutions. Competitors in the additive manufacturing space include Stratasys, 3D Systems, and HP. The merger aims to create a stronger competitor with a broader product portfolio.

Comparison to Industry Standards

• Stratasys and 3D Systems are established players in the additive manufacturing industry, with significant market share and a wide range of technologies.
• HP has also entered the market with its Multi Jet Fusion technology, targeting production applications.
• The success of the merged entity will depend on its ability to integrate the technologies and cultures of the three companies, as well as its ability to effectively compete with these established players.

Stakeholder Impact

• Shareholders of Markforged will be asked to vote on the proposed transaction.
• Employees of Markforged, Nano Dimension, and Desktop Metal will be integrated into the new company.
• Customers of the three companies will have access to a broader range of products and services.
• Suppliers of the three companies may be affected by the merger.

Next Steps

• Markforged intends to file a proxy statement on Schedule 14A relating to a special meeting of its stockholders with the SEC.
• The definitive proxy statement will be mailed to stockholders of Markforged.
• Organize a social get together for all of our Boston-based teams in the coming weeks at which Yoav would like to join us to meet you and to set out his vision for this exciting future.

Key Dates

Keywords

merger, Markforged, Nano Dimension, additive manufacturing, digital manufacturing, regulatory approvals, Desktop Metal