Nano Dimension Ltd., a global leader in 3D printed electronics, has signed a definitive agreement to acquire Markforged, leading additive manufacturing platform for manufacturing and factory floors. Under the terms of the agreement, Nano Dimension will acquire all outstanding Markforged shares in an all-cash transaction for $5.00 per share.
The acquisition gives it an enviable portfolio in the industry, as it now offers solutions from FFF to binder jetting, digital light processing to additive inkjet, all across a range of materials, and complemented by sophisticated software.
This announcement comes shortly after the company’s acquisition of Desktop Metal. A fierce competitor to Markforged.
Nano Dimension to acquire Markforged
With Nano Dimension set to acquire Markforged, the combined company post-closing, which will include both Desktop Metal and Markforged, is expected to have a strong balance sheet with $475 million in total expected cash and cash equivalents, including marketable securities.
Nano Dimension acquires Markforged, a company with scale and efficiency. Markforged’s revenue in 2023 was $93.8 million, with a gross margin of 47.4% and a non-GAAP gross margin of 48.6%. In the second quarter of 2024, the gross margin was 48.3% and the non-GAAP gross margin was 51.9%, with room for growth.
Nano Dimension is poised to lead the industry with its July 3rd, 2024 announced agreement to acquire Desktop Metal, Inc. (“Desktop Metal”), and the Markforged acquisition is expected to bolster Nano Dimension’s AM leadership. The combined Nano Dimension-Desktop Metal company would have a revenue of $246 million in fiscal year 2023, and as of today’s announcement, the combined company – Nano Dimension, Desktop Metal, and now Markforged – would have a combined revenue of $340 million in fiscal year 2023, with a clear path towards profitability.
The total consideration payable to Markforged shareholders is $115 million. This is based on a share price of $5.00, which represents a 71.8% premium to Markforged’s VWAP on September 24th, 2024 and a 67.8% premium to Markforged’s 90-day VWAP on September 24th, 2024.
As of June 30th, 2024, Markforged had $93.9 million in cash and cash equivalents, including restricted cash. Restricted cash includes $19.1 million to cover certain liabilities related to the Continuous Composites lawsuit.
“In combining with Markforged, Nano Dimension is taking bold action in its journey towards becoming a digital manufacturing leader and being a foundational pillar of Industry 4.0. Markforged is an exceptional company with innovative AM materials and solutions for true production. Their prowess is validated by their more than fifteen thousand installed and connected systems in the field with many leading names across key industry verticals.”
– Yoav Stern, Chief Executive Officer and member of the board of directors of Nano Dimension
Yoav Stern continued, “I am excited to work with Shai Terem and his team, who have done an exceptional job developing their cutting-edge solutions. This is all the more substantial when we think about the anticipated closing of our deal with Desktop Metal. We believe the combination of Nano Dimension, Desktop Metal, and Markforged further strengthens our unique opportunity in creating value for our shareholders, customers, and employees as we work to deliver profitable growth, exceptional services, and notable career development opportunities.”
Shai Terem, Chief Executive Officer, President, and member of the board of directors of Markforged, added, “We’re excited to bring together our pioneering, complementary product portfolios that will further enhance our ability to serve our customers in high-growth industries with a more complete offering of highly innovative solutions used on the factory floor. Not only is our product offering unique, but together we will have the scale and balance sheet strength to become an even more trusted partner to our customers, who are leaders across several industries. We look forward to working with Nano Dimension to join great companies and their devoted teams that can serve our stakeholders to the maximum extent possible.”
Compelling Strategic and Financial Benefits
Fundamental tailwinds in the AM industry are expected to drive further growth, with metal-focused AM emerging as the clear market leader. With its agreement to acquire Desktop Metal, Nano Dimension established a promising foothold in Metal-AM, which would be expanded and strengthened with Markforged. Both companies offer leading Metal-AM solutions, but through different printing technologies. Customers will find what they need for their specific requirements when we offer more metal fabrication solutions.
Nano Dimension will acquire all of Markforged’s outstanding shares for $5.00 per share in cash, subject to the merger agreement’s terms and conditions.
The combined company is expected to have a strong cash position at closing, which should occur after the Desktop Metal acquisition is completed, with approximately $475 million in projected cash, cash equivalents, and marketable securities.
The transaction is subject to certain closing conditions, including Markforged’s stockholders’ approval and necessary regulatory approvals.
Additional information about the proposed transaction, including a copy of the merger agreement, will be provided in Nano Dimension’s Report of Foreign Private Issuer on Form 6-K and Markforged’s Current Report on Form 8-K, which will be filed with the United States Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.
The transaction, which was unanimously approved by both companies’ Boards of Directors, is expected to close in the first quarter of 2025, subject to the satisfaction of customary closing conditions, including those listed above.
The transaction is not subject to a financing condition because Nano Dimension intends to finance it with cash on hand.
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