With Major Milestone Cleared, Closing of
Transaction Expected in the Fourth Quarter, Pending Final
Regulatory Approvals
Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension”) and
Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal” or “DM”) today
jointly announced that, at a special meeting, Desktop Metal
stockholders approved the merger agreement pursuant to which
Desktop Metal would be acquired by Nano Dimension.
Of approximately 33 million outstanding DM shares, 60% were
voted in favor of the approval of the merger agreement between
Desktop Metal and Nano Dimension. Out of the total shares
participating in the vote, greater than 96% of votes were cast in
favor of the merger.
DM stockholder approval completes a critical requirement in the
process of closing the transaction. While there are still some
required regulatory approvals, the transaction is expected to close
in the fourth quarter of 2024.
The final voting results of the Desktop Metal stockholder
meeting held on October 2, 2024, will be filed in a Current Report
on Form 8-K with the U.S. Securities and Exchange Commission
(“SEC”) by Desktop Metal.
Ric Fulop, Desktop Metal’s Founder and Chief Executive Officer,
said, “We are pleased that our stockholders, who have supported
Desktop Metal over the years, are accepting the recommendation of
our board of directors. This industry needs the combination of
great products and technologies with a strong balance sheet to
become self-sustaining. The agreement to combine with Nano
Dimension is the best offer for stockholders to realize value from
their current holdings in Desktop Metal. We appreciate the support
of our stockholders.”
Yoav Stern, Nano Dimension’s Chief Executive Officer and member
of the Board of Directors, said: “We are another step closer to
closing the acquisition of Desktop Metal and building a strong, new
leader in the digital manufacturing space. Now, Nano Dimension will
stay focused on obtaining the necessary regulatory approvals and
finalizing post-merger integration plans which will enable us to
close this deal and move the new business forward as soon as
possible. The further business combination expected to close soon
thereafter with Markforged reinforces the goal to build up a
profitable industry leader.”
About Desktop Metal
Desktop Metal (NYSE: DM) is driving Additive Manufacturing 2.0,
a new era of on-demand, digital mass production of industrial,
medical, and consumer products. Its innovative 3D printers,
materials, and software deliver the speed, cost, and part quality
required for this transformation. Desktop Metal is home to the
original inventors and world leaders of the 3D printing methods it
believes will empower this shift, binder jetting and digital light
processing. Today, Desktop Metal’s systems print metal, polymer,
sand and other ceramics, as well as foam and recycled wood.
Manufacturers use its technology worldwide to save time and money,
reduce waste, increase flexibility, and produce designs that solve
the world’s toughest problems and enable once-impossible
innovations. Learn more about Desktop Metal and its #TeamDM brands
at www.desktopmetal.com.
About Nano Dimension
Nano Dimension’s (Nasdaq: NNDM) vision is to transform existing
electronics and mechanical manufacturing into Industry 4.0
environmentally friendly & economically efficient precision
additive electronics and manufacturing – by delivering solutions
that convert digital designs to electronic or mechanical devices -
on demand, anytime, anywhere.
Nano Dimension’s strategy is driven by the application of deep
learning based AI to drive improvements in manufacturing
capabilities by using self-learning & self-improving systems,
along with the management of a distributed manufacturing network
via the cloud.
Nano Dimension has served over 2,000 customers across vertical
target markets such as aerospace and defense, advanced automotive,
high-tech industrial, specialty medical technology, R&D and
academia. The Company designs and makes Additive Electronics and
Additive Manufacturing 3D printing machines and consumable
materials. Additive Electronics are manufacturing machines that
enable the design and development of
High-Performance-Electronic-Devices (Hi-PED®s). Additive
Manufacturing includes manufacturing solutions for production of
metal, ceramic, and specialty polymers-based applications - from
millimeters to several centimeters in size with micron
precision.
Through the integration of its portfolio of products, Nano
Dimension is offering the advantages of rapid prototyping,
high-mix-low-volume production, IP security, minimal environmental
footprint, and design-for-manufacturing capabilities, which is all
unleashed with the limitless possibilities of additive
manufacturing.
For more information, please visit www.nano-di.com.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995.
Such forward-looking statements include statements relating to
the proposed transaction between Desktop Metal and Nano Dimension,
including statements regarding the benefits of the transaction and
the anticipated timing of the transaction, statements regarding the
expected business combination between NanoDimension and Markforged
Holding Corporation, and all other statements other than statements
of historical fact that address activities, events or developments
that Nano Dimension or Desktop Metal intends, expects, projects,
believes or anticipates will or may occur in the future. Such
statements are based on management’s beliefs and assumptions made
based on information currently available to management. All
statements in this communication, other than statements of
historical fact, are forward-looking statements that may be
identified by the use of the words “outlook,” “guidance,”
“expects,” “believes,” “anticipates,” “should,” “estimates,” “may,”
“will,” “intends,” “projects,” “could,” “would,” “estimate,”
“potential,” “continue,” “plan,” “target,” or the negative of these
words or similar expressions. These forward-looking statements
involve known and unknown risks and uncertainties, which may cause
Desktop Metal’s actual results and performance to be materially
different from those expressed or implied in the forward-looking
statements. Factors and risks that may cause Desktop Metal’s or
Nano Dimension’s actual results or performance to be materially
different from those expressed or implied in the forward-looking
statements include, but are not limited to, (i) the ultimate
outcome of the proposed transaction between Desktop Metal and Nano
Dimension; (ii) the effect of the announcement of the proposed
transaction on the ability of Desktop Metal to operate its business
and retain and hire key personnel and to maintain favorable
business relationships; (iii) the timing of the proposed
transaction; (iv) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
proposed transaction; (v) the ability to satisfy closing conditions
to the completion of the proposed transaction; (vi) other risks
related to the completion of the proposed transaction and actions
related thereto; (vii) reductions in the Per Share Merger
Consideration to be paid based on transaction expenses, potential
borrowings under the Bridge Loan Facility and agreements relating
to severance for certain executive officers and employees of
Desktop Metal and (viii) those factors and risks described in Item
3.D “Key Information - Risk Factors,” Item 4 “Information on the
Company”, and Item 5 “Operating and Financial Review and Prospects”
in Nano Dimension’s Annual Report on Form 20-F for the year ended
December 31, 2023 and Part 1, Item 1A, “Risk Factors” in Desktop
Metal’s Annual Report on Form 10-K for the year ended December 31,
2023 and Part II, Item 1A, “Risk Factors” in Desktop Metal’s most
recent Quarterly Reports on Form 10-Q, each filed with the SEC, and
in Desktop Metal’s other filings with the SEC.
The forward-looking statements included in this communication
are made only as of the date hereof. Neither Desktop Metal nor Nano
Dimension undertake any obligation to update any forward-looking
statements to reflect subsequent events or circumstances, except as
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20241003834699/en/
Nano Dimension Contacts Investor: ir@nano-di.com Media:
Kal Goldberg / Hannah Dunning | NanoDimension@fgsglobal.com
Desktop Metal Contacts Investors: (857) 504-1084
DesktopMetalIR@icrinc.com Media: Sarah Webster (313) 715-6988
sarahwebster@desktopmetal.com
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