Desktop Metal Dismisses Markforged from Previously Filed Complaint
January 24 2025 - 8:00AM
Markforged Holding Corporation (“Markforged”) (NYSE: MKFG), the
company strengthening manufacturing resiliency by enabling
industrial production at the point of need, announced today that
Desktop Metal, Inc. (“Desktop Metal”) has voluntarily dismissed
Markforged without prejudice from its previously filed complaint
against Nano Dimension Ltd. (“Nano”) and Markforged brought in
connection with Markforged’s pending merger with Nano (the
“Action”).
As previously announced, on September 25, 2024,
Markforged entered into an Agreement and Plan of Merger (the
“Merger Agreement”) with Nano pursuant to which Nano will, subject
to the terms and conditions in the Merger Agreement, acquire all
outstanding shares of Markforged (the “Merger”), with Markforged
surviving the Merger as an indirect wholly-owned subsidiary of
Nano. Completing the transaction is subject to certain closing
conditions, including required regulatory approvals, and as of
January 24, 2025, Markforged has obtained approval for all
regulatory filings required pursuant to the Merger Agreement except
for its filing with the Committee on Foreign Investment in the
United States.
As previously disclosed on January 2, 2025,
Desktop Metal filed a complaint captioned Desktop Metal, Inc. v.
Nano Dimension Ltd., et al. in the Delaware Court of Chancery (the
“Court”) in which Nano and Markforged were named as defendants (the
“Complaint”). The Complaint generally alleges that Nano breached
the terms of its merger agreement with Desktop Metal by
subsequently entering into the Merger Agreement with Markforged,
and that closing the Merger prior to the pending merger between
Desktop Metal and Nano (the “Desktop Metal Merger”) would
jeopardize the parties’ ability to close the Desktop Metal Merger.
In the Complaint, Desktop Metal requested, among other forms of
relief, an order from the Court enjoining consummation of the
Merger until the Desktop Metal Merger has closed. Markforged
believes that Desktop Metal’s claims and the requested relief
against Markforged are without merit.
On January 22, 2025, Desktop Metal filed a
notice of voluntary dismissal with the Court to dismiss Markforged
from the Action, without prejudice.
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. Specifically this press release
includes statements regarding: (i) the ability of Markforged and
Nano to complete the transactions contemplated by the Merger
Agreement, including the parties’ ability to satisfy the conditions
to the consummation of the Merger contemplated thereby, (ii)
dismissal of Markforged from the Action, (iii) Markforged’s
intentions with respect to completion of the Merger, (iv) the
impact of the combination of Desktop Metal, Nano and Markforged,
(v) Markforged’s beliefs regarding the merits of the Complaint, and
(vi) Nano’s or Markforged’s objectives, plans and strategies.
Because such statements deal with future events and are based on
Nano’s and Markforged’s current expectations, they are subject to
various risks and uncertainties. The acquisition is subject to
closing conditions, some of which are beyond the control of Nano or
Markforged. Actual results, performance, or achievements of Nano or
Markforged 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 (i)
the ultimate outcome of the proposed transaction between Nano and
Markforged, including the impact, if any, of litigation between
Desktop Metal and Nano, or any other litigation, on the
transaction, (ii) the ultimate outcome of the proposed transaction
between Nano and Desktop Metal, (iii) the effect of the
announcement of the proposed transaction on the ability of Nano and
Markforged to operate their businesses and retain and hire key
personnel and to maintain favorable business relationships, (iv)
the timing of the proposed transaction, (v) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the proposed transaction, (vi) the ability to
satisfy closing conditions to the completion of the proposed
transaction (including regulatory approval), (vii) other risks
related to the completion of the proposed transaction and actions
related thereto, and (viii) the risks and uncertainties discussed
under the heading “Risk Factors” in Nano’s annual report on Form
20-F filed with the SEC on March 21, 2024, and in any subsequent
filings with the SEC, and under the heading “Risk Factors” in
Markforged’s annual report on Form 10-K filed with the SEC on March
15, 2024, and in any subsequent filings with the SEC. You should
note that such combined company information has not been prepared
in accordance with and does not purport to comply with Article 11
of Regulation S-X under the U.S. Securities Act of 1933, as
amended. Except as otherwise required by law, each of Nano and
Markforged 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.
MediaSam Manning, Public
Relations Managersam.manning@markforged.com
InvestorsAustin Bohlig,
Director of Investor Relationsinvestors@markforged.com
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