Nano Dimension Ltd. (Nasdaq:
NNDM), an industry leader in
Additively
Manufactured
Electronics (
AME) /
3D
-Printed
Electronics
(PE), and
Micro
Additive
Manufacturing
(
Micro-
AM), announced today that
it has signed and closed a definitive agreement to acquire Essemtec
AG (“ESSEMTEC”, https://essemtec.com/en/) based in Lucerne Canton,
Switzerland.
ESSEMTEC’s product portfolio is comprised of
production equipment for placing and assembling electronic
components on printed circuit boards (PCBs). They are a leader in
adaptive highly flexible surface mount technology (SMT)
pick-and-place equipment, sophisticated dispenser suitable for both
high-speed and micro-dispensing, and intelligent production
material storage and logistic system. Its products are equipped
with a sophisticated software package which makes extensive and
efficient material management possible.
ESSEMTEC’s equipment and software have been
having impact with customers since their first machine was
introduced. As their high-tech solution can be adjusted quickly and
easily to meet wide ranging requirements, they are able to respond
to all manner of customer needs, particularly in
high-mix-low-volume production environment. Their portfolio of
products will continue to be available to the thousands of
organizations that have called themselves a customer of ESSEMTEC,
while also being part of the AME revolution that Nano Dimension is
driving with its existing technology.
ESSEMTEC financial highlights:
- 12 months ended 12/31/2020 revenue was $17.2 million; gross
margin was 60%
- 8 months ended in 08/31/2021 revenue was $15.4 million; gross
margin was 60%
- Backlog (signed purchase orders) as of 09/17/2021 was
approximately $6.9 million
Transaction outline:
- Nano Dimension will pay ESSEMTEC shareholders a total sum, in
cash, ranging between $15.1 million to $24.8 million
- $15.1 million will be paid upon closing
- An additional amount of up to $9.7 million will be paid over 14
months based on a pre-agreed performance-based formulas.
https://www.youtube.com/essemtec |
ESSEMTEC video assortment. |
https://vimeo.com/639289488 |
ESSEMTEC company video presentation |
https://vimeo.com/596456503 |
ESSEMTEC Invitation Productronica 2021 |
https://vimeo.com/478592222 |
ESSEMTEC Video about solution with comments |
Franz-Xaver Strueby, Chief Executive Officer of ESSEMTEC,
commented, “It is an exciting combination of two leading technology
leaders serving the PCB and wider electronic industry
segments. The combination of Nano Dimension’s strength in the
Americas with ESSEMTEC’s strong presence in Europe will enhance
both product lines. Additionally, I believe that the merger
of the technologies will yield enormous influence and
transformational momentum in the world of 3D printed electronics
and assembly. The ESSEMTEC team, as well as me personally, are
looking forward to continuing our journey as part of the combined
teams of ESSEMTEC and Nano Dimension.”
Yoav Stern, Chairman and Chief Executive Officer
of Nano Dimension, shared, “ESSEMTEC’s scientists and engineers and
other team members, all of whom joined Nano Dimension upon closing
of this transaction, are leading experts and industry veterans in
machine building, software, mechanical automation, and robotics.
They are going to continue to be led by their present management
crew, supported by Ziki Peled, COO of Nano Dimension.”
Mr. Stern added, “ESSEMTEC’s present products
fit Nano Dimension’s PCB and PCB assembly markets, as well as the
Original Equipment Manufacturers (OEM) verticals which we serve. As
such, we hope to leverage the distribution channels and
go-to-market efforts of both organizations. In parallel, our mutual
vision is to merge the technologies of our micro-electronic
3D-fabrication machines for Hi-PEDs®
(Hi-Performance
Electronic Devices) with
ESSEMTEC’s fuller suite of
in-fabrication-process-equipment-assembly capabilities.”
“No less important”, Mr. Stern said, “is our
intention to use our newly acquired deep learning based artificial
intelligence technologies from our DeepCube acquisition to become
the “robotic brains” for ESSEMTEC systems. We expect this will
improve yield and throughput and drive a more seamless integration
with Nano Dimension’s AME systems. ESSEMTEC’s machines fit the
larger picture of Nano Dimension’s vision, aiming to establish
“INDUSTRY 4.0” solutions, which entail building an artificial
intelligence “distributed digital manufacturing
application” rather than just machines as capital
equipment. The end goal is to reach a capability for maintaining an
inventory of high-end PCB devices, micro-mechanical parts and
Hi-PEDs® in digital form: print and assemble 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.”
Sullivan & Worcester Tel Aviv and CMS Switzerland acted as
legal counsel to Nano Dimension in connection with the
acquisition.
INVESTORS CONFERENCE CALL:
November 8, 2021, at 9:00 AM
ETNano Dimension will host an investor call to update on
the above acquisition, on November 8, 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. If you are
unable to connect using the toll-free number, please try the
international dial-in number.U.S. Dial-in
Number: 1-866-744-5399 Israel Dial-in
Number: 972-3-9180692 At: 9:00 a.m. Eastern
Time, 6:00 a.m. Pacific TimeParticipants
can register for the conference call by navigating
to https://Veidan.activetrail.biz/nanodimension-2021.
A REPLAY will be available
after the end of the conference call on the Nano Dimension
website.
About ESSEMTECESSEMTEC AG is a
company with its development and production site in Switzerland.
Its product portfolio is comprised of production equipment for
electronic assembly and more. ESSEMTEC’s technology solutions can
be adjusted quickly and easily to meet wide ranging
requirements. ESSEMTEC’s core business is adaptive highly
flexible SMT pick-and-place equipment, elaborate materials’
dispenser suitable for both high speed dispensing and micro
dispensing as well as an intelligent production material storage
and logistic system.
All ESSEMTEC’s products are equipped with a
sophisticated software package. This software makes an extensive
and efficient material management possible. Beyond that it
establishes a level of user friendliness and creative leeway in the
mounting and dispense design that is unique in the market.
ESSEMTEC’s solutions are installed on five continents and in many
different environments.
About Nano DimensionNano
Dimension’s (Nasdaq: NNDM) vision is to transform the
electronics and similar additive manufacturing
sectors into an environmentally friendly &
economically efficient additive manufacturing Industry 4.0
solution, while enabling a
one-production-step-conversion of digital designs
into functioning devices - on demand, anytime, anywhere.
Nano Dimension plans to execute on this vision
by building an ecofriendly and intelligent distributed network of
additively manufacturing self-learning & self-improving
systems, which are designed to deliver a superior ROI to their
owners as well as to Nano Dimension shareholders and
stakeholders.
The DragonFly LDM® 3D printing
systems serve cross-industry High
Performance Electronic
Devices
(Hi-PEDs®) fabrication needs, by depositing
proprietary conductive and dielectric materials simultaneously,
while concurrently integrating in-situ capacitors, antennas, coils,
transformers, and electromechanical components. The outcomes are
Hi-PEDs® which are integral enablers of autonomous
intelligent drones, cars, satellites, smartphones, and in vivo
medical devices. These products enable iterative development, IP
safety, fast time-to-market, and device performance gains. With
DragonFly LDM®, a revolution happens at the click of a button,
allowing customers to go from CAD to a functional device in a
matter of hours instead of weeks; creating products with better
performance; reducing the size and weight of electronic parts and
devices; enabling innovation; and, critically important, protecting
IP, all the while limiting environmental pollution and chemical
waste.
Nano Dimension’s Fabrica 2.0
micro additive manufacturing system enables the production of
microparts based on a Digital Light Processor (DLP) engine that
achieves repeatable micron levels resolution. The Fabrica 2.0 is
engineered with a patented array of sensors that allows a closed
feedback loop, using proprietary materials to achieve very high
accuracy while remaining a cost-effective mass-manufacturing
solution. It is used in the areas of micron level resolution of
medical devices, micro-optics, semi-conductors, micro-electronics,
micro-electro-mechanical systems (MEMS), micro fluidics and life
sciences instruments.
For more information, please visit
www.nano-di.com.
Forward Looking StatementsThis
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 the potential
benefits to Nano Dimension of the acquisition of Essemtec, the
potential benefits of ESSEMTEC’s products and their ability to
enhance Nano Dimension’s products, the potential for additional
payments to ESSEMTEC’s shareholders, the ability of the merger of
Nano Dimension’s and ESSEMTEC’s technologies to yield influence and
momentum in the world of 3D printed electronics and assembly, the
expectation that ESSEMTEC’s scientists and engineers and other team
members will join Nano Dimension, the ability to leverage the
distribution channels and go-to-market efforts of both
organizations, the vision to merge the technologies of Nano
Dimension’s micro-electronic 3D-fabrication machines for Hi-PEDs®
with ESSEMTEC’s fuller suite of
in-fabrication-process-equipment-assembly capabilities, the
intention to use Nano Dimension’s deep learning based artificial
intelligence technologies to become the “robotic brains” for
Essemtec systems and the expectation that this will improve yield
and throughput and drive a more seamless integration with Nano
Dimension’s AME systems. 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)
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