Desktop Metal (DM) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates a global leader in additive manufacturing with the broadest solutions portfolio, spanning metals, ceramics, polymers, electronics, and more, with minimal overlap and enhanced market reach.

• The combined company will serve high-growth sectors such as aerospace, automotive, medical, electronics, industrial, and academia, with a diversified customer base including Amazon, NASA, Raytheon, Tesla, and the US Army.

• Both companies share a vision for cloud-based digital manufacturing and Industry 4.0, leveraging distributed edge devices and centralized design platforms.

• 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.

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 based on expenses and loan facility usage.

• Total consideration is approximately $183 million, potentially reduced to $135 million depending on transaction expenses and loan facility draws.

• The transaction is fully financed by Nano Dimension's cash, with a $20 million loan facility available if closing extends into 2025.

• The combined company is expected to have $665–$690 million in cash and equivalents post-transaction.

• The transaction is expected to close in Q4 2024 or a few months later, pending regulatory and shareholder approvals.

Synergies and expected cost savings

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

• Efficiencies are expected from pooling resources in sales, marketing, R&D, administration, and overhead, with significant facility consolidation.

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

• Joint management will focus on accelerating innovation and profitability.