A Delaware court has ruled that Nano Dimension Ltd. must complete its merger agreement with Desktop Metal immediately, within 48 hours of its March 24 ruling. The decision follows a trial prompted by Desktop Metal’s December 2024 suit claiming that Nano Dimension had breached the takeover agreement the two companies reached in July 2024.
Nano Dimension contended that the lawsuit was without merit and contradicted the merger agreement.
The court dismissed Nano Dimension’s claims and ordered the company to complete a national security agreement with the Committee on Foreign Investment in the United States, which was the detail Nano said was stalling the closing of the merger, and to proceed with completing the takeover.
On the other side, the court ruled Desktop Metal “has complied in all material respects with its obligations under the Merger Agreement.”
According to the ruling, Nano Dimension must “pay the full Per Share Merger Consideration” outlined in the merger agreement, and is “enjoined from terminating the Merger Agreement or taking any action inconsistent with its performance obligations under the Merger Agreement that would negatively impact its ability to perform its obligations under the Merger Agreement.”
Also, the court ruled that if the merger has not closed by March 31, 2025, a new closing date may be extended at Desktop Metal's discretion until the deal is completed.
The ruling does not resolve any questions regarding Nano Dimension’s separate takeover agreement with Markforged Holdings, which it entered into in September 2024.
Desktop Metal claimed the separate takeover agreement was an impediment to finalizing the initial deal, and it added Markforged to a separate suit it filed last December.
Both acquisitions were driven by former CEO Yoav Stern, who over the past three years drove a series of plans to gain market share in the industrial additive manufacturing/3D printing sector. The failure to complete the strategy on schedule led to his departure earlier this year.
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. Under the companies’ July 2024 purchase agreement, the transaction and combination were unanimously approved by the directors of both companies and was to close in Q4 2024.
The combination of the two was meant to realize various synergies based on the two companies’ respective technologies and additive manufacturing market positions. But that objective became more obscure when Nano Dimension reached the separate merger agreement with Markforged – which offers a suite of 3D printers, program software, and materials for industrial additive manufacturing.
