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
03 Januar 2025 - 2:15PM
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.
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