Desktop Metal, Inc. announced that it has filed a lawsuit against Nano Dimension Ltd. in the Delaware Court of Chancery, alleging that Nano Dimension breached its obligation to use reasonable best efforts to obtain regulatory approval as soon as practicable under the parties' merger agreement.
The Court has scheduled an expedited hearing on December 30, 2024, to consider Desktop Metal's motion for an expedited trial in January.
Lawsuit Against Nano Dimension
Desktop Metal seeks specific performance, including, but not limited to, requiring Nano Dimension to cooperate in obtaining approval from the Committee on Foreign Investment in the United States ("CFIUS"), including finalising negotiations and executing the mitigation agreement proposed by CFIUS (as required by the Merger Agreement), and to complete 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 reasonable best efforts to take all actions necessary to consummate the merger as soon as reasonably possible, as well as injunctive relief enjoining Nano Dimension from terminating the Merger Agreement or taking any action inconsistent with its obligations.
All other regulatory conditions under the Merger Agreement have been met, and the only remaining regulatory condition for closing the merger is CFIUS approval. The merger of Desktop Metal and Nano Dimension represents an important strategic opportunity for both companies, combining complementary strengths to create value for shareholders, employees, and customers.
Desktop Metal remains focused on fulfilling the contractual obligations agreed upon by both parties, closing the transaction, and realising the merger's potential. Desktop Metal is confident that the merger will be completed expeditiously.
