Desktop Metal Files Lawsuit Against Nano Dimension for Breach of Merger Agreement
20 Dezember 2024 - 10:02PM
Business Wire
Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”) today announced
that it has filed a lawsuit against Nano Dimension Ltd. (“Nano
Dimension”) in the Delaware Court of Chancery (the “Court”),
alleging that Nano Dimension has breached its obligation to use
reasonable best efforts to obtain regulatory approval as soon as
practicable in connection with the merger agreement between the
parties (the “Merger Agreement”). The Court has scheduled an
expedited hearing on December 30, 2024, to hear Desktop Metal’s
motion for an expedited trial to be held in January.
Desktop Metal seeks specific performance, including, but not
limited to, requiring Nano Dimension to cooperate in seeking
approval by the Committee on Foreign Investment in the United
States (“CFIUS”), including finalizing negotiations and executing
the mitigation agreement proposed by CFIUS (as required by the
Merger Agreement), and to close the merger within five business
days of receiving CFIUS’ approval.
Desktop Metal also seeks a declaration of the Court that, among
other things, Nano Dimension has failed to perform its obligations
to use reasonable best efforts to obtain regulatory approval and
remains obligated to use its reasonable best efforts to take all
actions necessary to consummate the merger as soon as reasonably
possible, and injunctive relief enjoining Nano Dimension from
terminating the Merger Agreement or taking any action inconsistent
with its obligations under the Merger Agreement.
All other regulatory conditions have been satisfied under the
Merger Agreement and the remaining regulatory condition to closing
the merger is receipt of CFIUS approval. 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 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 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.
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Investors: (857) 504-1084 DesktopMetalIR@icrinc.com
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