Desktop Metal Files Lawsuit Against Nano Dimension for Breach of Merger Agreement

BURLINGTON, Mass.--(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.