Desktop Metal has filed a lawsuit against Nano Dimension alleging that the additive manufacturing company has breached its obligation to use reasonable best efforts to obtain regulatory approval as soon as practicable in connection with the companies' proposed merger agreement.
The lawsuit was filed in the Delaware Court of Chancery, with an expedited hearing which took place on December 30th to hear Desktop Metal’s motion for an expedited trial to be held in January.
Per a press release on December 20th, Desktop Metal is requiring Nano Dimension to cooperate in seeking approval by the Committee on Foreign Investment in the United States (“CFIUS”), including finalising negotiations and executing the mitigation agreement proposed by CFIUS, and to close the merger within five business days of receiving approval.
The statement went on to say that Desktop Metal also seeks 'a declaration of the Court that Nano Dimension has failed to perform its obligations to use reasonable best efforts to obtain regulatory approval and remains obligated to use its reasonable best efforts to take all actions necessary to consummate the merger as soon as reasonably possible,' in addition to 'injunctive relief enjoining Nano Dimension from terminating the Merger Agreement or taking any action inconsistent with its obligations.'
The companies announced their intention to combine back in July in an all-cash transaction that valued each Desktop Metal share at between 4.07 USD and 5.50 USD. It followed a flurry of M&A activity throughout most of 2023 that saw AM polymer pioneer Stratasys trying to merge with Desktop Metal, while Nano Dimension attempted to acquire Stratasys and, as the largest shareholder in Stratasys, eventually voted against the planned Stratasys-Desktop merger. Since making the deal with Desktop Metal, Nano Dimension has also struck a further 115 million USD deal to acquire Markforged.
Desktop Metal has affirmed that it ‘remains focused on upholding the contractual obligations agreed upon by both parties, closing the transaction and delivering on the potential of the merger,’ and ‘is confident that a closing of the merger may be completed expeditiously.’
Days after the filing, Nano Dimension announced the exit of Yoav Stern as its CEO and the appointment of Julien Lederman, who has served as Vice President of Corporate Development since March 2021, as Interim CEO.
