Desktop Metal (DM) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates a global leader in additive manufacturing with a fully complementary, broad product portfolio spanning mechanical, electronic, metal, polymer, ceramics, and microfabrication applications, with no overlap.

• The combined company will have enhanced size, scale, and market reach, deepening exposure in key sectors such as aerospace, automotive, medical, electronics, and industrial.

• The transaction accelerates the industry's shift from prototyping to mass production and strengthens the path to profitability and growth.

• Shared values in technological leadership, innovation, and customer service underpin the strategic fit, with a vision for cloud digital manufacturing and Industry 4.0.

• The merger is part of a broader consolidation strategy in a fragmented, unprofitable market segment.

Financial terms and conditions

• Nano Dimension will acquire 100% of Desktop Metal's shares for $5.50 per share in cash, subject to downward adjustments to as low as $4.07 per share depending on transaction expenses and loan facility usage.

• Total consideration is approximately $183 million, potentially reduced to $135 million, with the combined company expected to have $665–$690 million in cash at closing.

• The offer represents a 27.3% premium to the closing price and a 20.5% premium to the 30-day VWAP as of July 2, 2024.

• Transaction is fully financed by Nano Dimension's cash and is not subject to a financing condition.

• A $20 million loan facility is committed to support Desktop Metal's working capital if the deal extends into 2025.

Synergies and expected cost savings

• The merger targets over $30 million in run-rate cost synergies over the next few years, in addition to ongoing cost reduction plans.

• Efficiencies are expected from pooling resources in administration, sales, marketing, R&D, and consolidating operations across multiple geographies.

• Synergies are expected primarily in go-to-market and customer-facing functions, not R&D.

• Joint management will focus on accelerating innovation and profitability.