Nano Dimension to acquire Markforged for $5.00 per share in cash

Nano Dimension Ltd. (NNDM) and Markforged Holding Corporation (MKFG) 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. 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 $340M, along with a clear path to profitability. The aggregate total consideration payable to Markforged’s shareholders is $115M. 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. 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 $475M 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. Yoav Stern, CEO, 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 (DM), 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.”