Delaware Court of Chancery Grants Desktop Metal’s Motion for an Expedited Trial; Trial to be Set for February; Desktop Metal Files Second Lawsuit Against Nano Dimension for Breach of Merger Agreement
BURLINGTON, Mass., January 03, 2025--(BUSINESS WIRE)--Desktop Metal, Inc. (NYSE: DM) ("Desktop Metal") today announced that at a hearing held in the Delaware Court of Chancery on December 30, 2024, the Court granted Desktop Metal’s motion for an expedited trial in the lawsuit Desktop Metal filed on December 16, 2024 against Nano Dimension Ltd. ("Nano Dimension"). In the lawsuit, Desktop Metal alleged that Nano Dimension has breached its obligation under the merger agreement between Desktop Metal and Nano Dimension (the "Merger Agreement") to use reasonable best efforts to obtain regulatory approval and close the merger contemplated by the Merger Agreement (the "Merger") as soon as reasonably possible. The trial is expected to be scheduled for the week of February 24, 2025.
In addition, Desktop Metal announced that on December 31, 2024, it filed a second lawsuit against Nano Dimension, which also named Markforged Holding Corporation ("Markforged") as a defendant, in the Court of Chancery, alleging that Nano Dimension’s September 2024 agreement (the "Markforged Agreement") to acquire Markforged (the "Markforged Transaction"), if consummated, would constitute a breach of Nano Dimension’s obligation in the Merger Agreement to not consummate acquisitions that would reasonably be expected to (i) increase, in any material respect, the risk of a governmental entity entering an order prohibiting, or (ii) materially delay, the consummation of the Merger. At the time it was announced, Desktop Metal did not anticipate that the Markforged Transaction would impact the closing of the Merger because all parties anticipated that the Merger would close before the Markforged Transaction could close. Due to events that occurred after that time, specifically Nano Dimension’s ongoing delays in obtaining CFIUS approval for the Merger, Desktop Metal believes that the consummation of the Markforged Transaction would materially increase the risk of a governmental entity preventing or delaying the consummation of the Merger. Desktop Metal is therefore seeking an order restraining Nano Dimension and Markforged from closing the Markforged Transaction until after the Merger has closed.
The Merger between Desktop Metal and Nano Dimension represents a significant strategic opportunity for both companies, combining complementary strengths to create value for shareholders, employees and customers. Desktop Metal remains focused on upholding the contractual obligations agreed upon by both parties, closing the transaction and delivering on the potential of the Merger. Desktop Metal is confident that a closing of the Merger may be completed expeditiously.
About Desktop Metal
Desktop Metal (NYSE: DM) is driving Additive Manufacturing 2.0, a new era of on-demand, digital mass production of industrial, medical, and consumer products. Its innovative 3D printers, materials, and software deliver the speed, cost, and part quality required for this transformation. Desktop Metal is home to the original inventors and world leaders of the 3D printing methods it believes will empower this shift, binder jetting and digital light processing. Today, Desktop Metal’s systems print metal, polymer, sand and other ceramics, as well as foam and recycled wood. Manufacturers use its technology worldwide to save time and money, reduce waste, increase flexibility, and produce designs that solve the world’s toughest problems and enable once-impossible innovations. Learn more about Desktop Metal and its #TeamDM brands at www.desktopmetal.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements include statements relating to the proposed transaction between Desktop Metal and Nano Dimension, including statements regarding the scheduling of a trial, closing of the Merger, and all other statements other than statements of historical fact that address activities, events or developments that Desktop Metal intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words "outlook," "guidance," "expects," "believes," "anticipates," "should," "estimates," "may," "will," "intends," "projects," "could," "would," "estimate," "potential," "continue," "plan," "target," or the negative of these words or similar expressions. These forward-looking statements involve known and unknown risks and uncertainties, which may cause Desktop Metal’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may cause Desktop Metal’s actual results or performance to be materially different from those expressed or implied in the forward-looking statements include, but are not limited to, (i) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; (ii) the ability to satisfy closing conditions to the completion of the proposed transaction; and (iii) other risks related to the completion of the proposed transaction, the pending litigation and actions related thereto.
The forward-looking statements included in this communication are made only as of the date hereof. Desktop Metal does not undertake any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
