|
Item 1.01
|
Entry into a Material Definitive Agreement
|
On December 7, 2021, Xometry, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Thomas Publishing Company, a New York corporation (“Thomas”), NAASOM Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Shareholder Representative Services LLC, as the shareholders’ representative thereunder. Pursuant to the Merger Agreement, Merger Sub will be merged with and into Thomas, with Thomas continuing as the surviving company and becoming a wholly owned subsidiary of the Company (the “Acquisition”).
The aggregate consideration payable in exchange for all of the outstanding equity interests of Thomas is $300 million subject to customary adjustments as set forth in the Merger Agreement, payable in cash and shares of the Company’s Class A common stock. The Company expects to pay approximately $198.5 million of cash and to issue approximately 2,073,422 shares of the Company’s Class A common stock to holders of Thomas shares. Holders of Thomas shares that are not accredited investors will receive all-cash consideration.
The Acquisition has been approved by the board of directors of each of the Company and Thomas, and more than 90% of the shareholders of Thomas have entered into agreements to support the transaction.
The Merger Agreement contains representations, warranties and covenants of the Company, Thomas and Merger Sub that are customary for a transaction of this nature.
The Merger Agreement also contains customary indemnification provisions whereby the shareholders of Thomas will indemnify the Company for certain losses arising out of inaccuracies in, or breaches of, the representations, warranties and covenants of Thomas, pre-closing taxes of Thomas, and certain other matters, subject to certain caps and thresholds.
The Acquisition is expected to close on or about December 10, 2021. The obligation of each party to consummate the Acquisition is also conditioned on the other party’s representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated by reference herein. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Thomas or Merger Sub. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in a confidential disclosure schedule provided by Thomas to the Company in connection with the signing of the Merger Agreement. This confidential disclosure schedule contains information that modifies, qualifies and creates exceptions to the representations and warranties and certain covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purposes of allocating risk between the Company and Thomas rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement should not be relied on as characterization of the actual state of facts about the Company, Thomas or Merger Sub.