
Nano Dimension Ordered to Complete Desktop Metal Merger by Court
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The Delaware Court of Chancery has ordered Nano Dimension to complete its $183 million merger with Desktop Metal (DM), following a court trial held between March 11-12, 2025.Last year, Desktop Metal filed a lawsuit against Nano Dimension, accusing the Israeli micro-3D printing specialist of failing to make reasonable best efforts to attain timely regulatory approval. In its post-trial opinion and order, the Court ruled that Nano had materially breached the Merger Agreement, rejected the defendants counterclaims, and granted Desktop Metal specific performance.Nano must sign a national security agreement with the US Committee on Foreign Investment within 48 hours of the Courts March 24 order. This is the final condition for closing the deal. Additionally, if Nano fails to finalize the merger by March 31, 2025, DM may extend the deadline until its completion.Under Court of Chancery Rule 54(b), the ruling is immediately appealable to the Delaware Supreme Court because it constitutes a final judgment on the specific performance claims. Desktop Metal intends to move swiftly and close the merger agreement as quickly as possible while continuing to serve its customers, employees and other stakeholders. Ric Fulop, CEO of the Massachusetts-based industrial 3D printer manufacturer, previously warned that failing to complete the deal could lead to a fatal prognosis for Desktop Metal.After the Courts ruling, DMs stock surged 97.3%, rising from $2.22 on March 24 to $4.38 the following day. According to Bloomberg data, Desktop Metals stock surge marks its largest intraday jump ever. Meanwhile, Nano Dimension dropped 19.9%, falling from $2.11 to a low of $1.69 on March 25.Nano Dimension offices in Munich. Photo by Michael Petch.Nano Dimension to complete Desktop Metal merger?In July 2024, Nano Dimension agreed to acquire Nano Dimension in an all-cash deal worth approximately $183 million, or $5.50 per share. At the time, then-Nano Dimension CEO Yoav Stern claimed the combination would create a larger, more diversified company to accelerate growth and generate long-term value for shareholders. The combined entity was reported to offer a strong financial profile, with $246M in joint FY 2023 revenue, 28% of which was recurring.The merger agreement came amid a period of economic challenges for Desktop Metal. In Q224, the companys revenue fell by 26.9% YoY to $38.9 million, while operating loss grew 108.8% YoY to -$101.3 million. During a Q2 2024 earnings call with Nano Dimension investors, Fulop argued that the business combination represents the best path forward for his company. He also noted that the failure to finalize the agreement could mark the end of Desktop Metals existence.In December 2024, questions were raised over the deals future when Desktop Metal filed its lawsuit against Nano Dimension. The defendant denied the allegations, arguing that the suit was without merit and inconsistent with the terms of the Merger Agreement.DM quickly followed this with a second lawsuit naming US FDM 3D printer OEM Markforged as a co-defendant. The suit alleges that Nanos planned $115 million acquisition of Markforged, announced in September 2024, violated its agreement with Desktop Metal, threatening its completion.Nano Dimensions boardroom changes also raised doubts about the companys M&A activity. At the beginning of December 2024, a shareholder vote saw Yoav Stern removed from the Nano Dimension Board. The decision came during the companys Annual General Meeting of Shareholders (AGM), which also saw incumbent Director Michael X. Garrett removed. Ofir Baharav and Robert Pons, nominated by activist shareholder Murchinson Ltd., were also elected to the Board of Directors.Following the AGM, six of Nano Dimensions incumbent directors, Dr. Yoav Nissan-Cohen, Eitan Ben-Eliahu, Oded Gera, Roni Kleinfeld, Chris Moran, and Georgette Mosbacher, also resigned from the Board. At the time, this left Baharav and Pons, Kenneth Traub, and Dr. Joshua Rosensweig as the remaining Nano Dimension Board members.Before 2024 ended, Murchinson scored another victory when Yoav Stern was removed as Nano Dimension CEO. The activist investor was a long-time critic of Sterns leadership, repeatedly challenging his stewardship by raising concerns over capital allocation and poor governance.Stern was a vocal advocate of M&A activity, and his removal raised concerns around the Markforged and Desktop Metal agreements. Before the 2024 AGM, Murchinson published a letter calling the offers for Desktop Metal and Markforged overpriced and misguided. In a press release, the organization called on the restructured board to carefully and critically examine the merits and success of past and present acquisitions.Despite Murchinsons reservations, the Court ruling leaves Nano Dimension with little choice but to complete the merger.Ric Fulop. CEO of Desktop Metal.3D printing M&A activityMergers and acquisitions activity has been a key theme in the 3D printing industry this year.Earlier this month, US-based specialty metals solutions provider United Performance Metals (UPM) acquiredFabrisonic LLC, an Ohio-based metal 3D printing manufacturing company. The deal will see UPM, an affiliate of ONeal Industries, enhance and expand its manufacturing capabilities. Following the acquisition, Fabrisonic will join UPMs specialty processing network. Jason Riley, General Manager of Fabrisonic, claimed that the deal marks an important development for Fabrisonic and helps the firm extend our reach and continue delivering solutions to our customers.Elsewhere, direct-to-consumer (DTC) 3D printing furniture startup Model No. was recently acquired by additive manufacturing printing service provider IC3D. Before the sale, Model No. had faced pertinent challenges in scaling its operations. This was negatively impacted by the high costs of maintaining and upgrading its specialized 3D printing equipment. The agreement will see CEO Phillip Raub depart the company, with none of Model No.s employees transitioning to IC3D.Who won the 2024 3D Printing Industry Awards?Subscribe to the 3D Printing Industry newsletter to keep up with the latest 3D printing news.You can also follow us on LinkedIn, and subscribe to the 3D Printing Industry Youtube channel to access more exclusive content.Featured image shows Nano Dimension offices in Munich. Photo by Michael Petch.
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