Nano Dimension (NNDM) M&A announcement summary

Deal rationale and strategic fit

• The merger creates a publicly traded, AI-powered preventive health and diagnostics company leveraging Infinite Epigenetics' proprietary biological AI platform, large epigenetic dataset, and Nano's capital base and Nasdaq listing.

• The combined entity targets earlier and more precise detection of major chronic diseases, focusing on predictive, preventive, and personalized healthcare for large, underdiagnosed markets.

• The deal represents the culmination of a multi-phase strategic plan and a strategic review of approximately 20 companies to maximize long-term shareholder value.

• The board will include representatives from both companies, with deep experience in healthcare, AI, and public company operations.

• The platform's self-reinforcing data moat and AI capabilities are expected to create a durable competitive advantage.

Financial terms and conditions

• The stock-for-stock merger values Infinite Epigenetics at $890 million, with Nano shareholders retaining a meaningful minority stake and receiving a 20% premium to estimated net cash at closing.

• Pre-combination Nano shareholders will receive a contingent value right tied to net proceeds from the disposition of certain legacy assets.

• The combined company is expected to have over $400 million in cash at closing, supporting growth without immediate capital raises.

• Signed term sheet on June 15, 2026; definitive agreement expected before July 31, 2026.

Synergies and expected cost savings

• Nano's capital and public platform are expected to accelerate Infinite's growth, scale toward positive cash flow, and expand commercial reach without additional capital raises.

• The combination leverages Infinite's proprietary data, commercial operations, and AI model with Nano's financial flexibility.

• Each test processed adds to the proprietary dataset, compounding value and enabling near-zero incremental cost for new disease markets.