Nano Dimension (NNDM) M&A Announcement summary

Deal rationale and strategic fit

• The acquisition creates a leading platform in additive manufacturing by combining complementary technologies and expanding the portfolio across electronics, polymers, composites, and metals, targeting Industry 4.0 solutions.

• The merged entity focuses on high-performance specialty metal and composite-reinforced materials, aiming for recurring revenue in industrial automation, aerospace, defense, automotive, healthcare, dental, and research markets.

• The deal builds on Nano Dimension's M&A strategy, following seven prior acquisitions and the Desktop Metal transaction, to deliver scale and industry leadership.

• The combined company will offer a comprehensive suite of AM solutions, including fused filament fabrication, binder jetting, digital light processing, and additive inkjet.

• Enhanced capabilities in metal and composite materials position the company as a leader in the fast-growing Metal-AM segment for both production and on-demand applications.

Financial terms and conditions

• Nano Dimension will acquire all outstanding shares of Markforged in an all-cash transaction at $5.00 per share, totaling $115 million.

• The offer represents a 71.8% premium to Markforged's September 24, 2024 VWAP and a 67.8% premium to its 90-day VWAP.

• Markforged held $93 million in cash at the end of June 2024.

• The transaction is fully financed with Nano Dimension's cash on hand, with no need for external funding.

• Upon closing, the combined company is expected to have approximately $475 million in cash, cash equivalents, and marketable securities.

Synergies and expected cost savings

• Immediate efficiencies are expected from consolidating three public companies into one, with all headquarters in Boston, leading to significant cost savings.

• Product and technology consolidation will be organized by application and solution, leveraging complementary strengths.

• Markforged's strong gross margin (47.4% in 2023) and recurring revenue base (37% of $93.8M sales) are anticipated to strengthen the bottom line.

• The combination is projected to generate synergies in the tens of millions of dollars over the next few years.

• Enhanced scale is expected to drive long-term financial strength and further synergies, especially with the inclusion of Desktop Metal.