Nano Dimension has entered into an agreement to acquire Markforged.
According to a joint statement, the deal has been unanimously approved by the boards of both additive manufacturing companies and is expected to close in the first quarter of 2025. The acquisition is said to be worth 115 million USD, based on 5.00 USD per Markforged share, which represents a 71.8% premium to Markforged’s VWAP and a 67.8% premium to Markforged’s 90 day VWAP both as of September 24th.
Following the closing of Nano Dimension’s merger with Desktop Metal announced earlier this year, the combined company is expected to have approximately 475 million USD of projected cash, cash equivalents, and marketable securities post-transaction.
The news comes after an announcement earlier this week that saw Markforged enter into a 25 million USD Settlement and Patent License Agreement with Continuous Composites following the filing of a patent-infringement lawsuit in 2021. Per today’s announcement, as of June 30th, 2024, Markforged had cash and cash equivalents, including restricted cash, of 93.9 million USD, which includes 19.1 million USD to cover certain liabilities associated with the lawsuit. The company also announced the implementation of a reverse stock split earlier this month in response to a New York Stock Exchange noncompliance notice received last year. The news caused Markforged co-founder Gregory Mark to call for Formlabs to merge with or acquire his former company, stating that the companies 'would fit nicely together' and that the pair 'have talked about it over the year.'
Subject to the terms and conditions of the merger agreement, Nano Dimension will acquire all of the outstanding shares of Markforged in cash. Completing the transaction is subject to certain closing conditions, including the approval of Markforged’s stockholders, and required regulatory approvals. The transaction is not subject to a financing condition and Nano Dimension says it intends to finance the transaction using its cash on hand.
With Markforged's focus on worktop polymer, composite and metal extrusion, as well as a larger format composite technology and metal binder jet, Nano Dimension believes the acquisition will deliver ‘the most complete set of AM solutions in terms of printing technologies and materials’ and ‘a clear path to profitability’ with a combined revenue of 340 million USD, based on fiscal year 2023.
Yoav Stern, Chief Executive Officer and member of the board of directors of Nano Dimension, said, “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. I am excited to work with Shai Terem and his team, who have done an exceptional job developing their cutting-edge solutions.”
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.”
Nano Dimension described the combined companies as ‘a materials-oriented organisation’ which it believes will be bolstered by Markforged’s experience in composites and lead to increased recurring revenue.
It follows a rollercoaster few years of additive manufacturing-related M&A news, headlined by Nano Dimension and Desktop Metal's involvement in a saga that saw Stratasys trying to merge with Desktop Metal, Nano Dimension attempting to acquire Stratasys and, finally Nano Dimension voting against a planned Stratasys-Desktop merger. In July, Nano Dimension went on to pursue its own acquisition of Desktop Metal in a deal projected to be worth as little as 135 million USD, and as of last month, announced it was a step closer to completing the acquisition after clearing a Department of Justice HSR review.
