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Nano Dimension Outlines Strategic Vision Following Desktop Metal Merger Ruling

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Nano Dimension (NNDM) provided an update following the Delaware Court of Chancery's March 24, 2025 ruling that upholds the company's obligation to complete the acquisition of Desktop Metal (DM). The merger agreement dates back to July 2, 2024.

Following the recomposition of Nano Dimension's Board on December 15, 2024, the company has been preparing for Desktop Metal's integration. The strategic vision includes becoming a leading provider of digital manufacturing solutions for aerospace & defense, automotive, electronics, industrial, and medical sectors.

Along with the pending merger with Markforged (MKFG), the company's growth strategy focuses on: maintaining financial strength, driving profitable growth through cutting-edge technology, growing margins through operational consolidation, and building strong customer partnerships. Chairman Ofir Baharav expressed disappointment with the court's decision but emphasized the company's preparation for rapid integration.

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Positive

  • Strategic expansion into multiple high-growth industrial sectors
  • Significant increase in scale and customer base through dual acquisitions
  • Planned operational synergies through consolidation of manufacturing, supply chains, and systems

Negative

  • Court-mandated completion of merger despite company's apparent reluctance
  • Integration challenges with multiple simultaneous acquisitions (Desktop Metal and Markforged)
  • Potential strain on financial resources due to multiple acquisitions

Insights

The Delaware Court of Chancery ruling forcing Nano Dimension to complete its Desktop Metal acquisition represents a significant setback for the company. The chairman's statement that they are "disappointed with the decision" and "considering all options" signals clear reluctance to proceed with this transaction despite legal obligations stemming from their July 2024 Merger Agreement.

Court-mandated acquisitions typically create suboptimal outcomes for acquirers. Nano Dimension, with its modest $464 million market capitalization, now faces the capital-intensive challenge of integrating Desktop Metal while simultaneously pursuing another merger with Markforged. This aggressive consolidation approach in digital manufacturing carries substantial execution risk.

The company's outlined strategic pillars - maintaining financial strength, driving profitable growth, improving margins through operational consolidation, and building customer partnerships - represent standard post-merger integration language rather than a differentiated strategy. The emphasis on "maintaining financial strength" suggests legitimate concerns about balance sheet pressure from these acquisitions.

While the combined entity would gain scale and expanded customer reach across aerospace, defense, automotive and medical sectors, the forced nature of this transaction raises questions about value creation. Companies typically attempt to exit signed merger agreements only when material adverse changes have occurred or when the strategic rationale has fundamentally deteriorated.

Waltham, Mass, March 26, 2025 (GLOBE NEWSWIRE) --  

Nano Dimension Ltd. (Nasdaq: NNDM) (“Nano Dimension” or the “Company”), a leader in Digital Manufacturing solutions, today provided an update following the Delaware Court of Chancery’s March 24, 2025 ruling, which upheld Nano Dimension’s obligation to complete the acquisition of Desktop Metal, Inc. (NYSE: DM) per the parties’ July 2, 2024 Merger Agreement.

Strategic Focus and Integration Planning

Since the recomposition of the Nano Dimension Board on December 15, 2024, the Company has diligently prepared for the integration of Desktop Metal, despite ongoing litigation. These proactive efforts position Nano Dimension to maximize the combined entity’s potential.

Nano Dimension’s strategic objective (outlined in our January 28, 2025 shareholder letter) is to become the preeminent provider of digital manufacturing solutions for high-value, high-growth applications to the aerospace & defense, automotive, electronics, industrial, and medical sectors. An acquisition of Desktop Metal, along with Nano Dimension’s pending merger with Markforged Holding Corporation (NYSE: MKFG) (“Markforged”), would significantly expand Nano Dimension’s scale and customer base.

Nano Dimension’s Strategic Pillars for Future Growth and Value Creation

The following drivers will position the Company as a leader in creating value for its shareholders, customers, and employees long into the future:

  • Maintaining Financial Strength: Ensure a robust capital base.
  • Driving Profitable Growth:  Focus on products and services where there’s cutting edge technology with a growth outlook that can deliver financial results.
  • Growing Margins: Achieve manufacturing excellence by consolidating operations, supply chains and information systems.
  • Building Indispensable Customer Partnerships: Deliver solutions that make Nano Dimension a critical manufacturing partner.

From the Chairman

Nano Dimension’s Chairman Ofir Baharav said: “While we are disappointed with the decision of The Delaware Court of Chancery and are considering all of our options, we recognize that the transaction may close. Nano Dimension's board of directors and management have been diligently planning for a rapid, successful integration of Desktop Metal's people, products, and assets to help the combined company become a world leader in digital manufacturing.”

About Nano Dimension

Driven by strong trends in onshoring, national security, and increasing product customization, Nano Dimension (Nasdaq: NNDM) delivers advanced Digital Manufacturing technologies to the defense, aerospace, automotive, electronics, and medical devices industries, enabling rapid deployment of high-mix, low-volume production with IP security and sustainable manufacturing practices.

For more information, please visit https://www.nano-di.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 regarding Nano’s future growth, strategic plan and value to shareholders, and all other statements other than statements of historical fact that address activities, events or developments that Nano 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. These forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Because such statements deal with future events and are based on the current expectations of Nano, they are subject to various risks and uncertainties. The forward-looking statements contained or implied in this communication are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Nano’s annual report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2024, and in any subsequent filings with the SEC. Except as otherwise required by law, Nano undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this communication.

Investors: Moshe Rozenbaum, VP Corporate Development | ir@nano-di.com
Media: Kal Goldberg / Bryan Locke / Kelsey Markovich | NanoDimension@fgsglobal.com


FAQ

What was the Delaware Court's ruling on Nano Dimension's merger with Desktop Metal?

On March 24, 2025, the Delaware Court of Chancery ruled that Nano Dimension (NNDM) must proceed with its obligation to complete the acquisition of Desktop Metal as per their July 2, 2024 Merger Agreement.

What are the key strategic pillars of NNDM's growth plan after the Desktop Metal merger?

NNDM's strategic pillars include maintaining financial strength, driving profitable growth through technology, growing margins via operational consolidation, and building strong customer partnerships.

Which industries will NNDM target after the Desktop Metal acquisition?

NNDM will focus on providing digital manufacturing solutions to aerospace & defense, automotive, electronics, industrial, and medical sectors.

How does the Markforged merger fit into NNDM's expansion strategy?

The pending Markforged merger, along with the Desktop Metal acquisition, is expected to significantly expand Nano Dimension's scale and customer base in the digital manufacturing sector.
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