Nano Dimension Ltd. (Nasdaq:
NNDM), an industry leading
Additively
Manufactured
Electronics (
AME)/
PE
(3D-Printed Electronics) provider, announced today that it
has signed and closed a definitive agreement to acquire NanoFabrica
Ltd. (“NanoFabrica”) (https://www.nano-fabrica.com/), a world
leader in technology and turn-key systems for precise
3D-micro-printing (or precision additive manufacturing). Nano
Dimension will pay the shareholders of NanoFabrica a total ranging
between $54.9 million to $59.4 million. Out of that, between
$23 million to $27.5 million will be paid in cash (depending upon
NanoFabrica meeting certain performance milestones and the founders
of NanoFabrica continuing to work for a defined period after the
acquisition), and approximately $32 million was paid in American
Depositary Shares (ADSs) of Nano Dimension (approximately 30% of
which cannot be sold for various periods of up to 24 months after
the closing of the transaction). Certain cash payments will be
based on NanoFabrica’s revenue and gross margin performance in the
next 12 months.
NanoFabrica is a prominent player in the field
of precision digital manufacturing. Its industrial Additive
Manufacturing systems have an unprecedented micron-resolution with
ultra-fine features, details, accuracy, and precision – enabled by
the innovative Micro Adaptive Projection technology. NanoFabrica
brings the power of Additive Manufacturing to applications
that require high precision, overlapping the typical target
markets of Nano Dimension
(https://www.nano-fabrica.com/industries): Aerospace, aviation,
high-end electronics and automotive, medical, optics, research,
education and more. NanoFabrica’s technology and machines are
designed to enable digital mass manufacturing of precise and
complex parts. With advanced hardware, software and materials and a
team of experts and industry veterans, they are positioned to
potentially transform businesses through micro-part manufacturing
innovation.
(https://www.nano-fabrica.com/media1).
NanoFabrica’s scientists and engineers, all of
whom are expected to now join Nano Dimension, are leading experts
and industry veterans in materials, software, mechanical
automation, and robotics. They are going to continue to be led by
NanoFabrica’s two founders:
- Dr. Jon Donner, who holds a PhD in nano optics and earned a
double degree in physics and electrical engineering.
- Mr. Eyal Shelef, who worked at Hewlett-Packard Company for 16
years in R&D, building large industrial machines and developing
some of the most advanced materials for the digital printing
industry as well as managing algorithm development, process control
and advanced chemistry manufacturing processes. Eyal has registered
over 35 patents under his name.
Yoav Stern, Chief Executive Officer of Nano
Dimension, stated, “NanoFabrica fits Nano Dimension’s vertical
original equipment manufacturers’ (OEM) target markets, and as such
will be leveraged by the distribution channels and go-to-market
efforts of both. In parallel, our mutual vision is to merge the
technologies of our micro-electronic 3D-fabrications machines for
Hi-PEDsTM
(Hi-Performance
Electronic Devices) with
NanoFabrica’s micro-mechanic 3D printing. The future of
Hi-PEDsTM and miniaturized high-performance printed circuit boards
(PCBs) is interlaced with micro-mechanical printing applications to
fit the adage “The Next Big thing is Small.”
“In addition,” Mr. Stern said, “NanoFabrica’s
machines fit the larger picture of Nano Dimension’s vision, aiming
to establish “INDUSTRY 4.0” solutions, which entail building an
artificial intelligence/machine learning (AI/ML)
“distributed digital fabrication application”
rather than just building machines as capital equipment. The
“AI/ML/DL Distributed Electronic Fabrication Application” will be
furnished by additional edge devices in the form of NanoFabrica’s
3D-micro-printing systems. Eventually, the end goal is to reach a
capability for maintaining an inventory of high-end PCB devices,
micro-mechanical parts and Hi-PEDsTM in digital form: print them as
you need them, where you need them, only the quantity you need, in
the best quality at competitive prices, as it is done in highest
yield and throughput possible for that point in time, specifically
in high mix/low volume scenarios.”
Dr. Jon Donner, Chief Executive Officer and
co-founder of NanoFabrica, who will become General Manager of the
NanoFabrica Division of Nano Dimension, commented: “Today is an
exciting day for NanoFabrica and for the entire field of precision
manufacturing. We have set out on a mission to transform this
traditional analog non-environmentally friendly industry, and by
joining the segment leader, Nano Dimension, we will be able to
fulfill our mission statement much faster and in more elaborate
fashion. By combining the advanced capabilities of deep learning
together with our manufacturing systems, we hope to improve
printing speed by five times and yield by 20 times. Henceforth, by
integrating our ultra-precise miniaturization capability with Nano
Dimension’s Hi-PEDsTM
(High-Performance-Electronic-Devices),
we shall become a transformative power in our vertical markets.
Nano Dimension-NanoFabrica’s combined offering will greatly
increase the number of applications that can be relevant for mass
manufacturing on our planned neural network of digital
manufacturing systems.”
Sullivan & Worcester Tel-Aviv is acting as
legal counsel to Nano Dimension in connection with the
acquisition.
INVESTORS CONFERENCE CALL:
Thursday, April 29, 2021, at 9:00 AM
ETNano Dimension will host an investor call to update on
the above acquisition, on Thursday, April 29, 2021, at 9:00
a.m. ET. To attend the conference call, please dial one of
the following teleconferencing numbers. Please begin by placing
your call five minutes before the conference call commences.
U.S. Dial-in Number: 1.866.744.5399Israel
Toll Free Number: 03.9180644 At: 9:00 a.m.
Eastern Time, 6:00 a.m. Pacific
TimeA REPLAY: will be available on
the Company’s IR website after the end of the conference call.
Participants will be required to state their name and company upon
entering the call.
About NanoFabrica
NanoFabrica is a leader in the field of
precision digital manufacturing. Their industrial Additive
Manufacturing systems have an unprecedented micron-resolution with
ultra-high features, details, accuracy, and precision– enabled by
the innovative Micro Adaptive Projection technology. NanoFabrica
brings the power of Additive Manufacturing to applications
that require high precision such as: aerospace, electronics,
automotive, medical, optics, education and more. NanoFabrica aims
high to enable digital mass manufacturing of precise and complex
parts. With advanced hardware, software and materials and a team of
experts and industry veterans, NanoFabrica is on a mission to
transform businesses through micro-part manufacturing
innovation.
About Nano Dimension
Nano Dimension (Nasdaq: NNDM) is a provider of
intelligent machines for the fabrication of Additively Manufactured
Electronics (AME). High fidelity active electronic and
electromechanical subassemblies are integral enablers of autonomous
intelligent drones, cars, satellites, smartphones, and in vivo
medical devices. They necessitate iterative development, IP safety,
fast time-to-market, and device performance gains, thereby
mandating AME for in-house, rapid prototyping and production. The
DragonFly LDM® system is being deployed in a wide range of
industries, including academic and research institutions, defense,
aerospace, autonomous automotive, robotics, and biotech. Its
ability to enable on-site prototyping in a matter of hours instead
of weeks; create products with better performance; reduce the size
and weight of electronic parts and devices; enable innovation; and
critically important, protect IP, is a paradigm shift in how
industry and research institutions will research, develop, and
produce High-Performance Electronic Devices (Hi-PEDs™.) Nano
Dimension machines serve cross-industry needs by depositing
proprietary consumable conductive and dielectric materials
simultaneously, while concurrently integrating in-situ capacitors,
antennas, coils, transformers, and electromechanical components, to
function at unprecedented performance. Nano Dimension bridges the
gap between PCB and semiconductor integrated circuits. A revolution
at the click of a button: From CAD to a functional high-performance
AME device in hours, solely at the cost of the consumable
materials. For more information, please visit www.nano-di.com.
Forward Looking Statements
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995 and other
Federal securities laws. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates” and similar
expressions or variations of such words are intended to identify
forward-looking statements. For example, Nano Dimension is using
forward-looking statements in this press release when it discusses
that NanoFabrica’s scientists and engineers are expected to join
Nano Dimension and will be led by Dr. Jon Donner and Mr. Eyal
Shelef, that Dr. Jon Donner will become General Manager of
NanoFabrica Division of Nano Dimension, the potential of Fabrica’s
3D-micro-printing systems in Nano Dimension’s industry, NanoFabrica
pursuing opportunities as part of Nano Dimension’s strategy, Nano
Dimension’s vision to merge the technologies of micro-electronic
3D-fabrications machines for Hi-PEDsTM with NanoFabrica’s
micro-mechanic 3D printing, and Nano Dimension’s vision
of INDUSTRY 4.0 solutions. Because such statements deal with future
events and are based on Nano Dimension's current expectations, they
are subject to various risks and uncertainties. Actual results,
performance or achievements of Nano Dimension could differ
materially from those described in or implied by the statements in
this press release. The forward-looking statements contained or
implied in this press release are subject to other risks and
uncertainties, including those discussed under the heading “Risk
Factors” in Nano Dimension’s annual report on Form 20-F filed with
the Securities and Exchange Commission (“SEC”) on March 11, 2021,
and in any subsequent filings with the SEC. Except as otherwise
required by law, Nano Dimension undertakes no obligation to
publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events. References and
links to websites have been provided as a convenience, and the
information contained on such websites is not incorporated by
reference into this press release. Nano Dimension is not
responsible for the contents of third-party websites.
NANO DIMENSION INVESTOR RELATIONS
CONTACTYael Sandler, CFO | ir@nano-di.com
U.S. Investor Relations:Dave GentryRedChip
Companies Inc.Dave@redchip.com407-491-4498 or 1-800-RED-CHIP
(733-2447)
- NanoFabrica Ltd.
- NanoFabrica Ltd.
- NanoFabrica Ltd.
- NanoFabrica Ltd.
- NanoFabrica Ltd.
- NanoFabrica Ltd.
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