Nano Dimension (Nasdaq: NNDM) to Acquire Desktop Metal (NYSE: DM) in a Deal Valued Up to $183 Million

2 min read | July 05, 2024 11:36 AM AEST | By Team Kalkine Media

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Nano Dimension (Nasdaq: NNDM) to Acquire Desktop Metal (NYSE: DM) in a Deal Valued Up to $183 Million — Image source: © Pattanaphongphoto | Megapixl.com

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Nano Dimension Ltd. (Nasdaq: NNDM) and Desktop Metal, Inc. (NYSE:DM) have announced a definitive agreement in which Nano Dimension will acquire all outstanding shares of Desktop Metal. This all-cash transaction is priced at $5.50 per share, subject to potential downward adjustments, with a minimum price of $4.07 per share as outlined below.

Transaction Valuation and Premium

At $5.50 per share, the acquisition price represents a 27.3% premium to Desktop Metal’s closing price and a 20.5% premium to the 30-day Volume Weighted Average Price (VWAP) as of July 2, 2024. The total consideration for this deal stands at approximately $183 million. If all possible adjustments apply, the price could be reduced to $4.07 per share, bringing the total value down to about $135 million.

Transaction Highlights and Potential Adjustments

Initial Purchase Price: Nano Dimension will acquire Desktop Metal shares at $5.50 per share in cash.
Transaction Expenses: Desktop Metal estimates transaction expenses to be around $11 million, potentially decreasing the price by approximately $0.44 per share. The maximum price reduction from expenses is $0.63 per share.
Secured Loan Facility: If the transaction closing extends into 2025, Nano Dimension will provide a $20 million secured loan facility to Desktop Metal. While Desktop Metal does not plan to use this facility, any amount drawn before closing could reduce the purchase price by up to $0.80 per share.
Adjusted Purchase Price: If all reductions occur, the final price per share would be $4.07, totaling $135 million.

Closing Conditions and Regulatory Approvals

The completion of the transaction is contingent upon several conditions, including:

Approval from Desktop Metal’s stockholders
Required regulatory approvals
Certain termination rights specified in the merger agreement

Both companies will file detailed information about the proposed transaction with the U.S. Securities and Exchange Commission (SEC). Nano Dimension will submit a Report of Foreign Private Issuer on Form 6-K, while Desktop Metal will file a Current Report on Form 8-K.

Timing and Approvals

The Boards of Directors of both Nano Dimension and Desktop Metal have unanimously approved the transaction. The deal is expected to close in the fourth quarter of 2024, contingent upon the satisfaction of customary closing conditions.

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