Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension”) and
Markforged Holding Corporation (NYSE: MKFG) (“Markforged”) today
jointly announced that they have entered into a definitive
agreement pursuant to which Nano Dimension will acquire all
outstanding shares of Markforged in an all-cash transaction for
$5.00 per share.
In acquiring Markforged, Nano Dimension is
acquiring a company with scale and efficiency. Markforged’s 2023
revenue was $93.8 million with a 47.4% gross margin and 48.6%
non-GAAP gross margin, and a second quarter of 2024 gross margin of
48.3% and non-GAAP gross margin of 51.9%, with potential to expand
further. The combined company post-closing, including both Desktop
Metal and Markforged, is expected to have a strong balance sheet
with a total expected cash & cash equivalents, which includes
marketable securities, of $475 million.
Nano Dimension is poised to lead the industry with
its July 3rd, 2024 announced agreement to acquire Desktop Metal,
Inc. (NYSE: DM) (“Desktop Metal”), and the Markforged acquisition
is expected to further expand Nano Dimension’s leadership in AM.
The combined Nano Dimension-Desktop Metal company would have a
revenue based on fiscal year 2023 of $246 million and, as of
today’s announcement, the combined company – Nano Dimension,
Desktop Metal, and now Markforged – would have a combined revenue
based on fiscal year 2023 of $340 million, along with a clear path
to profitability.
The aggregate total consideration payable to
Markforged’s shareholders is $115 million. This is based on $5.00
per share, which 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.
As of June 30th, 2024, Markforged had cash and cash equivalents,
including restricted cash, of $93.9 million. Restricted cash
includes $19.1 million to cover certain liabilities associated with
the Continuous Composites lawsuit.
Yoav Stern, Chief Executive Officer and member of
the board of directors of Nano Dimension, said, “In combining with
Markforged, Nano Dimension is taking bold action in its journey
towards becoming a digital manufacturing leader and being a
foundational pillar of Industry 4.0. Markforged is an exceptional
company with innovative AM materials and solutions for true
production. Their prowess is validated by their more than fifteen
thousand installed and connected systems in the field with many
leading names across key industry verticals. I am excited to work
with Shai Terem and his team, who have done an exceptional job
developing their cutting-edge solutions. This is all the more
substantial when we think about the anticipated closing of our deal
with Desktop Metal. We believe the combination of Nano Dimension,
Desktop Metal, and Markforged further strengthens our unique
opportunity in creating value for our shareholders, customers, and
employees as we work to deliver profitable growth, exceptional
services, and notable career development opportunities.”
Shai Terem, Chief Executive Officer, President, and
member of the board of directors of Markfoged, added, “We’re
excited to bring together our pioneering, complementary product
portfolios that will further enhance our ability to serve our
customers in high-growth industries with a more complete offering
of highly innovative solutions used on the factory floor. Not only
is our product offering unique, but together we will have the scale
and balance sheet strength to become an even more trusted partner
to our customers, who are leaders across several industries. We
look forward to working with Nano Dimension to join great companies
and their devoted teams that can serve our stakeholders to the
maximum extent possible.”
Compelling Strategic and Financial
Benefits
Expansion of Nano Dimension’s product
portfolio to include fused filament fabrication (“FFF”) for high
performance applications - which Nano Dimension believes will
create the most comprehensive set of solutions expected to drive
future growth: The transaction will combine the strengths
of the respective company offerings, which Nano Dimension believes
will bring customers the most complete set of AM solutions in terms
of printing technologies and materials, especially those that are
aligned with the high growth segments of the industry. Customers
will find solutions from FFF to binder jetting to digital light
processing to additive inkjet, all across a range of materials, and
complemented with sophisticated software. Altogether, customers
will realize the manufacturing solutions they need
for unrivalled design-to-manufacturing at scale.
Fosters leadership in Metal-AM – widely considered the
greatest growth driver in the industry: Fundamental
tailwinds within the AM industry are expected to result in further
growth whereby metal focused AM is expected to be the clear leader.
Nano Dimension secured a promising foothold in Metal-AM with its
agreement to acquire Desktop Metal; that foothold would be widened
and deepened with Markforged. Both companies have leading Metal-AM
solutions, but in different printing technologies. By offering more
solutions in metal fabrication, customers will find what they need
for their specific requirements whenever they need it.
Builds around strategic focus on sophisticated materials
that are core to high performance applications: Those
familiar with the AM industry consistently articulate that a focus
on materials is vital to delivering solutions that make
applications for use as end-parts. On this, the combined company
exemplifies a materials oriented organization. Nano Dimension’s
existing strength in the materials domain will be brought to new
heights with Markforged’s proven know-how in composite materials,
specifically continuous fiber reinforcement. The capabilities in
continuous fiber re-enables the strength of metal, but in polymer
based applications, ushering in structural and weight improvements
that would open up entire new areas of AM. This translates to an
improved business model whereby wide materials development should
translate to increasing recurring revenue.
Enables greater business and
organizational scale that is anticipated to drive greater long-term
financial strength: Combining resources across the
organizations is anticipated to generate efficiencies and cost
savings opportunities, while enhancing R&D and innovation
capabilities. The combination is projected to generate dozens of
millions of dollars in synergies with more to come over the next
few years with greater opportunities for scale expected when
including Desktop Metal.
Transaction Highlights
Subject to the terms and conditions of the
merger agreement, Nano Dimension will acquire all of the
outstanding shares of Markforged for $5.00 per share in cash.
The combined company is expected to have a
strong cash position at closing, which should be after the Desktop
Metal acquisition also closed, with approximately $475 million of
projected cash, cash equivalents, and marketable securities
post-transaction.
Completing the transaction is subject to certain
closing conditions, including the approval of Markforged’s
stockholders, and required regulatory approvals.
Additional information about the proposed
transaction, including a copy of the merger agreement, will be
provided in a Report of Foreign Private Issuer on Form 6-K to
be filed by Nano Dimension and a Current Report on Form 8-K to be
filed by Markforged with the U.S. Securities and Exchange
Commission (the “SEC”) and available at www.sec.gov.
Timing and Approvals
The transaction, which was unanimously approved
by the Boards of Directors of both companies, is expected to close
in the first quarter of 2025, subject to the satisfaction of
customary closing conditions, including those described above.
Financing
The transaction is not subject to a financing
condition. Nano Dimension intends to finance the transaction using
its cash on hand.
Conference Call and Webcast
Management from Nano Dimension and Markforged
will be hosting a joint investor call tomorrow, Thursday, September
26th, 2024 8:30 AM ET.
Listen in and join Q&A via dial-in and/or
listen in and view a presentation via the webcast link per
below:
- Dial-in toll free: 844-695-5517
- Dial-in international: 1-412-902-6751
- Dial-in for Israel toll free: 1-80-9212373
- Webcast:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=ibBkJalW
Advisors
Greenhill, a Mizuho affiliate, is serving as
exclusive financial advisor to Nano Dimension, and Greenberg
Traurig and Sullivan & Worcester LLP are serving as Nano
Dimension’s legal counsel. Evercore is serving as
exclusive financial advisor to Markforged, while Goodwin
Procter LLP is serving as legal counsel.
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.
About Markforged
Markforged (NYSE: MKFG) is enabling more resilient
and flexible manufacturing by bringing industrial 3D printing right
to the factory floor. Our additive manufacturing platform The
Digital Forge allows manufacturers to create strong, accurate parts
in both metal and advanced composites. With over 10,000 customers
in 70+ countries, we’re bringing on-demand industrial production to
the point of need. We are headquartered in Waltham, Mass where we
design the hardware, software and advanced materials that makes The
Digital Forge reliable and easy to use. To learn more, visit
www.markforged.com.
Forward-Looking Statements and Other
Disclaimers
This press release contains forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995 and other Federal
securities laws. Words such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” and similar expressions
or variations of such words are intended to identify
forward-looking statements. Specifically this press release
includes statements regarding: (i) the merger consideration and the
timing of closing, (ii) complementary product portfolios, enabling
both the companies to better serve their customers in high-growth
industries with a more complete offering across different fields,
(iii) the combination of Desktop Metal, Nano Dimension and
Markforged creating value for shareholders, customers and
employees, (iv) the ability to drive customer support level and
generate long-term growing value for shareholders, (v) Nano
Dimension’s ability to focus on profitability and growth, (vi) Nano
Dimension becoming a leader in the AM industry, (vii) the benefits
of significantly enhanced scale and a diversified profile, (viii)
the companies creating a stronger company positioned to win in
their key markets, (ix) the strategic and financial benefits and
advantages of the transaction, including Nano Dimension’s beliefs
regarding the benefits to customers of the combination, (x) the
expected closing of the transaction, (xi) anticipated annual
run-rate synergies and cost savings from the combination and (xii)
the strength of the combined company’s balance sheet and expected
combined cash at closing. Because such statements deal with future
events and are based on Nano Dimension’s and Markforged’s current
expectations, they are subject to various risks and uncertainties.
The acquisition is subject to closing conditions, some of which are
beyond the control of Nano Dimension or Markforged. Actual results,
performance, or achievements of Nano Dimension or Markforged could
differ materially from those described in or implied by the
statements in this press release. The forward-looking statements
contained or implied in this press release are subject to other
risks and uncertainties, including (i) the ultimate outcome of the
proposed transaction between Nano Dimension and Markforged,
including the possibility that Markforged’s stockholders will
reject the proposed transaction, (ii) the ultimate outcome of the
proposed transaction between Nano Dimension and Desktop Metal,
including the possibility that Desktop Metal’s stockholders will
reject the proposed transaction, (iii) 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, (iv) the timing of the proposed transaction, (v) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the proposed transaction, (vi) the
ability to satisfy closing conditions to the completion of the
proposed transaction (including any necessary shareholder
approvals), (vii) other risks related to the completion of the
proposed transaction and actions related thereto, and (viii) the
risks and uncertainties discussed under the heading “Risk Factors”
in Nano Dimension’s annual report on Form 20-F filed with the SEC
on March 21, 2024, and in any subsequent filings with the SEC, and
under the heading “Risk Factors” in Markforged’s annual report on
Form 10-K filed with the SEC on March 15, 2024, and in any
subsequent filings with the SEC. The combined company financial
information included in this press release has not been audited or
reviewed by Nano Dimension’s auditors and such information is
provided for illustrative purposes only. You should note that such
combined company information has not been prepared in accordance
with and does not purport to comply with Article 11 of Regulation
S-X under the U.S. Securities Act of 1933, as amended (the
“Securities Act’). Except as otherwise required by law, each of
Nano Dimension and Markforged undertakes no obligation to publicly
release any revisions to these forward-looking statements to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events. References and links to
websites have been provided as a convenience, and the information
contained on such websites is not incorporated by reference into
this press release. Nano Dimension and Markforged are not
responsible for the contents of third-party websites.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act.
Additional Information about the Transaction and Where
to Find It
In connection with the proposed transaction, Markforged intends
to file a proxy statement with the SEC. Markforged 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 Markforged may file with the
SEC. The definitive proxy statement (if and when available) will be
mailed to shareholders of Markforged. 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 will be able to obtain
free copies of the proxy statement (if and when available) and
other documents containing important information about Markforged
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 Company will be available free of charge on Markforged’s
website at https://investors.markforged.com/sec-filings.
Participants in the Solicitation
Nano Dimension, Markforged and certain of their
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from Markforged
shareholders in respect of the proposed transaction. Information
about the directors and executive officers of Nano Dimension,
including a description of their direct or indirect interests, by
security holdings or otherwise, is set forth in Nano Dimension’s
Annual Report on Form 20-F for the fiscal year ended December 31,
2023, which was filed with the SEC on March 21, 2024. Information
about the directors and executive officers of Markforged, including
a description of their direct or indirect interests, by security
holdings or otherwise, is set forth in Markforged’s proxy statement
for its 2024 Annual Meeting of Stockholders, which was filed with
the SEC on April 26, 2024 and Markforged’s Annual Report on Form
10-K for the fiscal year ended December 31, 2023, which was filed
with the SEC on March 15, 2024. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant
materials to be filed with the SEC regarding the proposed
transaction when such materials become available. Investors should
read the proxy statement carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from Nano Dimension or Markforged using
the sources indicated above.
Nano Dimension Contacts
Investor: Julien Lederman, VP Corporate
Developmentir@nano-di.com
Media:Kal Goldberg / Hannah Dunning |
NanoDimension@fgsglobal.com
Markforged Contacts
MediaSam Manning, Public Relations
Managersam.manning@markforged.com
InvestorsAustin Bohlig, Director of Investor
Relationsinvestors@markforged.com
Desktop Metal (NYSE:DM)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Desktop Metal (NYSE:DM)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024