DEFA14A: Nano Dimension to Acquire Markforged for $5.00 Per Share, Creating Additive Manufacturing Powerhouse

Nano Dimension is set to acquire Markforged in an all-cash transaction for $5.00 per share, aiming to establish a leading position in the additive manufacturing industry.

Summary

• Nano Dimension will acquire Markforged for $5.00 per share in cash.
• The total consideration payable to Markforged's shareholders is $115 million.
• This represents a 71.8% premium to Markforged's September 24th, 2024 VWAP and a 67.8% premium to Markforged's 90-day VWAP as of September 24th, 2024.
• The combined company, including Desktop Metal and Markforged, is expected to have approximately $475 million in cash and cash equivalents.
• The acquisition is expected to close in the first quarter of 2025, pending Markforged stockholder approval and regulatory approvals.
• Markforged's 2023 revenue was $93.8 million with a 47.4% gross margin and 48.6% non-GAAP gross margin.
• Markforged had cash and cash equivalents of $93.9 million as of June 30th, 2024.
• The combined Nano Dimension-Desktop Metal company would have had a revenue based on fiscal year 2023 of $246 million.
• The combined company Nano Dimension, Desktop Metal, and now Markforged would have had a combined revenue based on fiscal year 2023 of $340 million.

Sentiment

Score: 8

Explanation: The document presents a positive outlook on the acquisition, highlighting strategic benefits, financial strength, and growth opportunities. The premium offered and the combined company's potential synergies contribute to the positive sentiment.

Positives

• The acquisition expands Nano Dimension's product portfolio to include fused filament fabrication (FFF).
• The combined company is expected to foster leadership in Metal-AM.
• The merger builds around a strategic focus on sophisticated materials for high-performance applications.
• Greater business and organizational scale is anticipated to drive long-term financial strength.
• The combination is projected to generate dozens of millions of dollars in synergies.
• The combined company is expected to have a strong cash position at closing.

Negatives

• The acquisition is subject to stockholder and regulatory approvals, which introduces uncertainty.
• The integration of Markforged and Desktop Metal may present challenges.
• The combined company's financial performance is subject to market conditions and industry trends.

Risks

• The risk that Markforged's stockholders will reject the proposed transaction.
• The risk that Desktop Metal's stockholders will reject the proposed transaction.
• The effect of the announcement of the proposed transaction on the ability of Nano Dimension and Markforged to operate their businesses and retain and hire key personnel and to maintain favorable business relationships.
• The timing of the proposed transaction.
• The occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction.
• The ability to satisfy closing conditions to the completion of the proposed transaction (including any necessary shareholder approvals).
• Other risks related to the completion of the proposed transaction and actions related thereto.

Future Outlook

The combined company aims to become a digital manufacturing leader and a foundational pillar of Industry 4.0, with a focus on profitable growth and exceptional services.

Management Comments

• Yoav Stern, CEO of Nano Dimension, stated that the acquisition is a bold action towards becoming a digital manufacturing leader and a foundational pillar of Industry 4.0.
• Shai Terem, CEO of Markforged, expressed excitement about bringing together complementary product portfolios to better serve customers in high-growth industries.

Industry Context

The acquisition reflects a trend towards consolidation in the additive manufacturing industry, with companies seeking to expand their product offerings and achieve greater scale.

Comparison to Industry Standards

• The document mentions Desktop Metal as a comparable company in the Metal-AM space.
• The document highlights Markforged's installed base of over 15,000 systems as a validation of its technology.
• The document emphasizes the importance of materials development, aligning with industry trends focused on end-part applications.

Stakeholder Impact

• Shareholders of Markforged are expected to receive a premium for their shares.
• Customers are expected to benefit from a more complete offering of additive manufacturing solutions.
• Employees of both companies may experience changes as a result of the integration.

Next Steps

• Markforged will file a proxy statement with the SEC.
• Markforged will hold a stockholder vote to approve the transaction.
• The parties will seek required regulatory approvals.
• The transaction is expected to close in the first quarter of 2025.

Key Dates

Keywords

Markforged, Nano Dimension, acquisition, additive manufacturing, 3D printing, merger, Metal-AM, fused filament fabrication, Desktop Metal