Nano Dimension to Acquire Markforged, Creating a Leading Player in Additive Manufacturing (“AM”) With the Technologies Expected to Drive Future Growth

Core Viewpoint - The merger between Nano Dimension and Markforged is expected to create a combined company with significant scale and capital, aiming for profitable expansion in the additive manufacturing (AM) and 3D printing sectors, with a projected combined revenue of $340 million for 2023 and cash reserves of approximately $475 million at closing [1][3][10]. Financial Overview - Markforged reported a revenue of $93.8 million for 2023, with a gross margin of 47.4% and a non-GAAP gross margin of 48.6% [2]. - The total consideration for Markforged's shareholders is $115 million, equating to $5.00 per share, which represents a 71.8% premium to the stock's VWAP on September 24, 2024 [4]. - The combined company is expected to have a strong balance sheet with cash and cash equivalents projected at $475 million post-transaction [2][10]. Strategic Benefits - The acquisition of Markforged enhances Nano Dimension's leadership in the AM industry, particularly in metal additive manufacturing (Metal-AM), which is anticipated to be a major growth driver [3][7]. - The merger will expand Nano Dimension's product portfolio to include advanced manufacturing technologies such as fused filament fabrication (FFF), binder jetting, and digital light processing, providing a comprehensive set of solutions for high-performance applications [6][8]. - The combined entity aims to leverage synergies and efficiencies, potentially generating significant cost savings and enhancing research and development capabilities [9]. Market Positioning - The merger positions the combined company as a leader in the AM industry, with a focus on sophisticated materials essential for high-performance applications, thereby improving the business model and recurring revenue potential [8]. - The integration of both companies' product offerings is expected to enhance customer service capabilities across various high-growth industries [5][6]. Transaction Details - The transaction is subject to customary closing conditions, including approval from Markforged's stockholders and regulatory approvals, with an expected closing in the first quarter of 2025 [11][12]. - The financing for the transaction will be covered by Nano Dimension's existing cash reserves, indicating a strong financial position to support the acquisition [13].