Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or “Nano”) and
Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal” or “DM”) today
jointly announced that Institutional Shareholder Services (“ISS”),
a leading proxy advisory firm, has recommended that Desktop Metal
shareholders vote to support the merger agreement and other deal
related proposals.
On the major agenda item, “Item 1. Approve Merger Agreement”,
ISS wrote: “The sales process suggests the offer
is likely the best available at this time, shareholders are
receiving a premium, the implied valuation appears
fair, and the cash consideration provides liquidity and
immediate value. Based on these factors, support FOR the proposed
transaction is warranted.”
ISS also wrote: “Notably, the
acquirer's stock price increased by 16.7 percent in response to the
announcement…The outperformance against the relevant market index
indicates a potential downside risk of non-approval.”
DM shareholders should ensure they vote no later than 11:59 pm
ET on October 1 by following the instructions provided by their
brokers. Most brokers allow shareholders to vote via internet and
most shareholders should have received an email containing a link
to vote.
The Desktop Metal shareholder vote on the deal is one of the
major milestones in the process to close the transaction. Nano
Dimension shareholders are not required to approve the merger.
Ric Fulop, Desktop Metal’s Founder, Chief Executive Officer, and
member of the board of directors, said, “As ISS has concluded, Nano
Dimension’s offer is expected to represent a premium for
shareholders. We strongly urge shareholders to follow the ISS
recommendation and vote today to support this acquisition as we
transition through a critical moment in the Additive Manufacturing
industry. While we await the final vote and regulatory approvals,
we look forward to working with Nano Dimension to join two great
companies and their devoted teams that can serve our shareholders
to the maximum extent possible.”
Yoav Stern, Nano Dimension’s Chief Executive Officer and member
of the board of directors, added, “We are pleased to get ISS’s
support on our merger agreement with Desktop Metal. As a leading
independent proxy advisor, their review and support of this
transaction is a testament to the work we did to ensure it was a
fair, value-creating opportunity for all shareholders. We look
forward to receiving similar support from Desktop Metal’s
shareholders and being able to close the transaction as soon as
possible thereafter, subject to required regulatory approvals.”
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 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.
Additional Information about the
Transaction and Where to Find It
In connection with the proposed transaction, Desktop Metal filed
with the SEC a proxy statement (the “Proxy Statement”) on August
15, 2024. Desktop Metal may also file other relevant documents with
the SEC regarding the proposed transaction. This document is not a
substitute for the Proxy Statement or any other document that
Desktop Metal may file with the SEC. The definitive Proxy Statement
has been mailed to shareholders of Desktop Metal. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors and security holders can obtain free copies
of the Proxy Statement and other documents containing important
information about Desktop Metal and the proposed transaction, once
such documents are filed with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by the Registrant will be available
free of charge on the Registrant’s website at
https://investors.nano-di.com/sec-filings-1/default.aspx.
Forward-Looking Statements
This communication 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 , including
statements regarding the benefits of the transaction and the
anticipated timing of the transaction, statements that contain
projections of results of operations or of financial condition and
all other statements other than statements of historical fact that
address activities, events or developments that 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’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, including the possibility that Desktop Metal’s
stockholders will reject the proposed transaction; (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
(including any necessary stockholder approvals); (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’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
undertake any obligation to update any forward-looking statements
to reflect subsequent events or circumstances, except as required
by law.
Nano Dimension Contacts
Investor:ir@nano-di.com
Media:Kal Goldberg / Hannah Dunning
| NanoDimension@fgsglobal.com
Desktop Metal Contacts
Investors:(857) 504-1084DesktopMetalIR@icrinc.com
Media:Sarah Webster(313)
715-6988sarahwebster@desktopmetal.com
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