Additive manufacturing developer Desktop Metal, Inc. has filed a suit against Nano Dimension Ltd. – the company that last summer agreed to buy Desktop Metal in a deal valued at up to $183 million. Desktop Metal is contending that Nano Dimension has not fulfilled its commitment to completing the transaction as obligated under terms of their purchase agreement.
Nano Dimension is a designer/manufacturer of additive manufacturing systems and machinery, and supplier of consumable materials, with particular capabilities in 3D-printed electronics.
Desktop Metal develops additive technologies for industrial-scale applications, focusing on metal and polymer processes and materials, plus software and sintering capabilities. Desktop Metal also owns ExOne, a specialty developer of systems for binder-jet 3D printing of sand molds and cores. Under their July purchase agreement, the transaction and combination were unanimously approved by the directors of both companies and was expected to close in Q4 2024.
The plaintiff is asking the Delaware Court of Chancery to require Nano Dimension “to cooperate in seeking approval by the Committee on Foreign Investment in the United States, 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.”
Also, Desktop Metal wants the court to establish that Nano Dimension has not fulfilled “its obligations to use reasonable best efforts to obtain regulatory approval” for the combination, and that it remains obligated to take all necessary steps to complete the merger as soon as possible.
Last, Desktop Metal is seeking injunctive relief to prevent Nano Dimension from terminating the merger agreement or acting in any way that is inconsistent with its obligations under that agreement.
The court has scheduled an expedited hearing on December 30 to hear the Desktop Metal motion.
