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Legal Ruling Forces Nano Dimension to Proceed with Acquisition
In a significant legal decision, the Delaware Court of Chancery has ordered Nano Dimension to proceed with its acquisition of Desktop Metal (NYSE: DM). The ruling follows a lawsuit filed by Desktop Metal, alleging that Nano Dimension had failed to meet its obligations to secure regulatory approval for the merger.
The court’s March 24 ruling found that Nano Dimension "materially breached" the merger agreement and rejected all of its counterclaims. The court ordered Nano to execute a national security agreement with the Committee on Foreign Investment in the United States (CFIUS) within 48 hours—the final step required to close the deal.
Merger Agreement Faces Hurdles
Nano Dimension must now pay the full per-share merger consideration and is prohibited from taking any actions that would negatively impact its ability to complete the deal. If the merger is not finalized by March 31, 2025, Desktop Metal has the authority to extend the agreement’s deadline until completion.
The ruling marks a turning point in the ongoing dispute. Desktop Metal, in a press release, confirmed its commitment to closing the merger "as soon as possible" while continuing its operations.
The Complex History of the Acquisition
The court’s decision brings a potential conclusion to a three-year corporate struggle within the additive manufacturing (AM) sector.
Nano Dimension’s Aggressive Expansion: Nano Dimension began its expansion strategy in July 2022 by acquiring a 14% stake in Stratasys, later attempting to take majority control. Stratasys shareholders ultimately rejected the deal.
Nano's Shift to Desktop Metal: After failing to secure Stratasys, Nano Dimension turned to Desktop Metal in 2024, with plans to merge it with Markforged to create a leading AM company.
Investor Resistance: Murchinson, a major Nano Dimension shareholder, opposed the deal and successfully replaced Nano’s leadership team, raising doubts about the merger’s future.
Desktop Metal’s Legal Action: After the leadership change, Nano Dimension became reluctant to finalize the merger, leading Desktop Metal to take legal action.
Final Steps for the Deal’s Completion
With the court’s latest ruling, the merger is set to move forward, barring further delays. However, integrating the two companies remains a challenge, given the corporate leadership shifts and prior investor opposition.
If completed, the merger would reshape the AM landscape, consolidating key industry players under Nano Dimension.
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