Nano Dimension (NASDAQ: NNDM) is all set to acquire the outstanding shares of Desktop Metal (NYSE: DM) in an all-cash transaction for $5.50 per share. This acquisition is subject to possible downward adjustments to $4.07 per share.
At $5.50 per share, the transaction represents a 27.3% premium to Desktop Metal’s closing price and a 20.5% premium to the 30-day VWAP as of July 2, 2024, for total consideration of approximately $183 million, possibly down to $4.07 per share or $135 million in total.
Yoav Stern, Nano Dimension’s CEO and member of the Board of Directors, said, “Our combination with Desktop Metal is another step in Nano Dimension’s evolution to become the leader in digital manufacturing, with capabilities in mass manufacturing for critical industrial applications. We’re excited to join forces with an excellent group of technology leaders, all of whom share our vision for transforming manufacturing to Digital Industry 4.0. I look forward to working with Ric Fulop and his team to drive value for all our stakeholders, including creating opportunities for our employees as part of a larger, more diversified global innovative company, driving customer support and generating long-term value creation for shareholders as we focus on profitable growth.”
Ric Fulop, Desktop Metal’s co-founder and CEO, said, “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 digital manufacturing technologies for metal, electronics, casting, polymer, micro-polymer and ceramics applications. We look forward to working with Nano Dimension to join two great companies and their devoted teams that can serve our stakeholders to the maximum extent possible.”
This strategic acquisition will unite two highly complementary product portfolios. The 3D-printed electronics provider, Nano Dimension also offers high-performance polymer, ceramic and metal applications, while Desktop Metal focus on industrial-scale metal and polymer applications. This merger will help bring a comprehensive product portfolio across metal, electronics, casting, polymer, micro-polymer and ceramics.
Post acquisition, the companies aim to accelerate the transition from prototyping to mainstream tooling and end-use part production. This will help them offer better solutions for 3D printing for critical and high-performance applications in industries like medical and electronics. The acquisition will also deepen market penetration, diversify the customer base, and enhance cross-selling opportunities in automotive, aerospace/defense, industrial, medical, and R&D/academia sectors, serving blue-chip customers such as Amazon, NASA, Tesla, and Toyota.
By merging, the companies will develop a premium, high-margin portfolio of additive manufacturing (AM) and materials solutions, supported by over 8,000 installed systems, generating significant recurring revenue from services and consumables. The combined entity will have enhanced scale and a diversified profile with projected 2023 revenue of $246 million, 28% of which is expected to come from recurring streams.
Financially, the merger will strengthen the combined company’s profile and cash reserves, supporting profitability and strategic initiatives. The transaction, valued at $5.50 per share in cash, is subject to regulatory approvals and other customary conditions, with the closing expected in the fourth quarter of 2024. Nano Dimension plans to finance the acquisition using its cash on hand, ensuring a strong post-transaction cash position.
Advisors for the deal include Greenhill & Co., LLC for Nano Dimension and Stifel for Desktop Metal, with respective legal counsel from Greenberg Traurig, Sullivan & Worcester LLP, Latham & Watkins LLP, and Shibolet & Co.
