Nano Dimension Clears Hart-Scott-Rodino (“HSR”) for Acquisition of Desktop Metal

Rhea-AI Summary

Nano Dimension (Nasdaq: NNDM) has cleared a significant regulatory hurdle in its acquisition of Desktop Metal (NYSE: DM). The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has expired, indicating no further U.S. antitrust review is required. This development keeps the acquisition on track for the previously announced Q4/2024 closing timeline.

Nano Dimension, a leader in Additively Manufactured Electronics and 3D printing solutions, aims to transform electronics and mechanical manufacturing through AI-driven improvements and cloud-managed distributed manufacturing. The company has served over 2,000 customers across various industries, offering Additive Electronics and Additive Manufacturing 3D printing machines and materials.

Positive

• Clearance of Hart-Scott-Rodino antitrust review for Desktop Metal acquisition
• Acquisition remains on schedule for Q4/2024 closing
• No further U.S. antitrust regulatory review required
• Nano Dimension has a diverse customer base of over 2,000 across multiple industries

Negative

• Acquisition still subject to other customary closing conditions

Legal Expert

The expiration of the HSR waiting period is a significant milestone for Nano Dimension's acquisition of Desktop Metal. This regulatory clearance removes a major hurdle in the M&A process, indicating that U.S. antitrust authorities have no immediate concerns about the deal's competitive impact. It's a positive signal for the transaction's viability and keeps the Q4/2024 closing timeline on track.

However, investors should note that other customary closing conditions remain. These could include shareholder approvals, other regulatory clearances and financial conditions. The extended timeline to Q4/2024 suggests there may be complex integration planning or additional regulatory reviews pending. Overall, this news reduces regulatory risk but doesn't guarantee deal completion.

Financial Analyst

This antitrust clearance is a positive development for both Nano Dimension (NNDM) and Desktop Metal (DM) shareholders. It potentially unlocks synergies in the additive manufacturing space, combining Nano's expertise in printed electronics with DM's metal and composite 3D printing capabilities. The merger could create a more competitive entity in the rapidly evolving 3D printing industry.

Investors should consider the financial implications of this merger, including potential cost savings, revenue synergies and integration expenses. The extended closing timeline to Q4/2024 may impact short-term stock performance but could allow for thorough integration planning. Watch for updates on deal financing and any potential adjustments to the original terms as the closing date approaches.

Tech Expert

The merger of Nano Dimension and Desktop Metal represents a significant consolidation in the additive manufacturing industry. This combination could accelerate technological advancements by merging Nano's AME (Additively Manufactured Electronics) capabilities with DM's expertise in metal and ceramic 3D printing.

The potential for innovation synergies is substantial, possibly leading to new hybrid manufacturing solutions that combine electronic and mechanical 3D printing. This could open up new applications in aerospace, automotive and high-tech industries. However, successful technology integration will be crucial. Investors should monitor post-merger R&D initiatives and new product announcements to gauge the success of this technological marriage.

Antitrust Milestone Marks Significant Step Towards Deal Closing

Acquisition is Expected to Close in Q4/2024

Waltham, Mass., Aug. 26, 2024 (GLOBE NEWSWIRE) -- Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or “Nano”), a leading supplier of Additively Manufactured Electronics (“AME”) and multi-dimensional polymer, metal & ceramic Additive Manufacturing (“AM”) 3D printing solutions, today announced that the waiting period under the United States Department of Justice (“DOJ”) Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) has expired in connection with its definitive agreement to acquire Desktop Metal, Inc. (NYSE: DM) (“DM”).

The HSR Act is a U.S. federal law that requires companies to notify the Federal Trade Commission and the DOJ about certain proposed mergers and acquisitions and observe a waiting period prior to close, which provides the U.S. antitrust authorities the opportunity to review the transaction. As a result of the expiration of the waiting period, no further regulatory review by U.S. antitrust authorities is required in connection with the acquisition.

While the deal continues to be subject to the satisfaction of other customary closing conditions, this is a notable step that keeps Nano Dimension and DM’s previously announced Q4/2024 closing timeline on schedule.

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 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 the acquisition of DM. Because such statements deal with future events and are based on Nano Dimension’s and DM’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 DM. Actual results, performance, or achievements of Nano Dimension or DM 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 and DM, including the possibility that DM’s stockholders will reject the proposed transaction, (ii) the effect of the announcement of the proposed transaction on the ability of Nano Dimension and DM to operate their businesses 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 shareholder approvals), (vi) other risks related to the completion of the proposed transaction and actions related thereto, and (vii) 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 DM’s annual report on Form 10-K filed with the SEC on March 15, 2024, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano Dimension 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 is not responsible for the contents of third-party websites.

No Offer or Solicitation

This press release 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, DM filed a definitive proxy statement with the SEC on August 15, 2024. DM 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 DM may file with the SEC. The definitive proxy statement has been mailed to shareholders of DM. 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 DM and the proposed transaction at the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by DM are available free of charge on DM’s website at https://ir.desktopmetal.com/sec-filings/all-sec-filings.

Participants in the Solicitation

Nano Dimension, DM and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from DM 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’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 DM, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in DM’s proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 23, 2024 and DM’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, is contained in the proxy statement and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the proxy statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from Nano Dimension or DM using the sources indicated above.

NANO DIMENSION INVESTOR RELATIONS CONTACT
Investor Relations | ir@nano-di.com

FAQ

What is the latest update on Nano Dimension's acquisition of Desktop Metal?

Nano Dimension (NNDM) has cleared the Hart-Scott-Rodino antitrust review for its acquisition of Desktop Metal. The waiting period has expired, indicating no further U.S. antitrust regulatory review is required.

When is Nano Dimension (NNDM) expected to close the Desktop Metal acquisition?

The acquisition of Desktop Metal by Nano Dimension (NNDM) is expected to close in Q4/2024, as previously announced. The recent antitrust clearance keeps this timeline on schedule.

What industries does Nano Dimension (NNDM) serve?

Nano Dimension (NNDM) serves over 2,000 customers across various industries including aerospace and defense, advanced automotive, high-tech industrial, specialty medical technology, R&D, and academia.

What products does Nano Dimension (NNDM) offer?

Nano Dimension (NNDM) designs and manufactures Additive Electronics and Additive Manufacturing 3D printing machines and consumable materials. These include solutions for High-Performance-Electronic-Devices (Hi-PEDs) and various materials-based applications.