The Delaware Court docket of Chancery has ordered Nano Dimension to finish its $183 million merger with Desktop Steel (DM), following a court docket trial held between March 11-12, 2025.
Final yr, Desktop Steel filed a lawsuit in opposition to Nano Dimension, accusing the Israeli micro-3D printing specialist of failing to make “cheap greatest efforts” to realize well timed regulatory approval. In its post-trial opinion and order, the Court docket dominated that Nano had “materially breached the Merger Settlement,” rejected the defendant’s counterclaims, and granted Desktop Steel particular efficiency.
Nano should signal a nationwide safety settlement with the US Committee on Overseas Funding inside 48 hours of the Court docket’s March 24 order. That is the ultimate situation for closing the deal. Moreover, if Nano fails to finalize the merger by March 31, 2025, DM might lengthen the deadline till its completion.
Beneath Court docket of Chancery Rule 54(b), the ruling is straight away appealable to the Delaware Supreme Court docket as a result of it constitutes a ultimate judgment on the particular efficiency claims. Desktop Steel intends to maneuver swiftly and shut the merger settlement as shortly as doable “whereas persevering with to serve its clients, staff and different stakeholders.” Ric Fulop, CEO of the Massachusetts-based industrial 3D printer producer, beforehand warned that failing to finish the deal might result in a “deadly prognosis” for Desktop Steel.
After the Court docket’s ruling, DM’s inventory surged 97.3%, rising from $2.22 on March 24 to $4.38 the next day. In keeping with Bloomberg knowledge, Desktop Steel’s inventory surge marks its largest intraday soar ever. In the meantime, Nano Dimension dropped 19.9%, falling from $2.11 to a low of $1.69 on March 25.
Nano Dimension to finish Desktop Steel merger?
In July 2024, Nano Dimension agreed to accumulate Nano Dimension in an all-cash deal price roughly $183 million, or $5.50 per share. On the time, then-Nano Dimension CEO Yoav Stern claimed the mix would create a bigger, extra diversified firm to speed up development and generate long-term worth for shareholders. The mixed entity was reported to supply a robust monetary profile, with $246M in joint FY 2023 income, 28% of which was recurring.
The merger settlement got here amid a interval of financial challenges for Desktop Steel. In Q2’24, the corporate’s income fell by 26.9% YoY to $38.9 million, whereas working loss grew 108.8% YoY to -$101.3 million. Throughout a Q2 2024 earnings name with Nano Dimension traders, Fulop argued that the enterprise mixture “represents the very best path ahead” for his firm. He additionally famous that the failure to finalize the settlement might mark the top of Desktop Steel’s existence.
In December 2024, questions have been raised over the deal’s future when Desktop Steel filed its lawsuit in opposition to Nano Dimension. The defendant denied the allegations, arguing that the go well with was “with out benefit” and “inconsistent with the phrases of the Merger Settlement.”
DM shortly adopted this with a second lawsuit naming US FDM 3D printer OEM Markforged as a co-defendant. The go well with alleges that Nano’s deliberate $115 million acquisition of Markforged, introduced in September 2024, violated its settlement with Desktop Steel, threatening its completion.
Nano Dimension’s boardroom modifications additionally raised doubts in regards to the firm’s M&A exercise. Initially of December 2024, a shareholder vote noticed Yoav Stern faraway from the Nano Dimension Board. The choice got here in the course of the firm’s Annual Basic Assembly of Shareholders (AGM), which additionally noticed incumbent Director Michael X. Garrett eliminated. Ofir Baharav and Robert Pons, nominated by activist shareholder Murchinson Ltd., have been additionally elected to the Board of Administrators.
Following the AGM, six of Nano Dimension’s incumbent administrators, Dr. Yoav Nissan-Cohen, Eitan Ben-Eliahu, Oded Gera, Roni Kleinfeld, Chris Moran, and Georgette Mosbacher, additionally resigned from the Board. On the time, this left Baharav and Pons, Kenneth Traub, and Dr. Joshua Rosensweig because the remaining Nano Dimension Board members.
Earlier than 2024 ended, Murchinson scored one other victory when Yoav Stern was eliminated as Nano Dimension CEO. The activist investor was a long-time critic of Stern’s management, repeatedly difficult his stewardship by elevating considerations over capital allocation and poor governance.
Stern was a vocal advocate of M&A exercise, and his removing raised considerations across the Markforged and Desktop Steel agreements. Earlier than the 2024 AGM, Murchinson printed a letter calling the provides for Desktop Steel and Markforged “overpriced” and “misguided. In a press launch, the group referred to as on the restructured board to “fastidiously and critically look at … the deserves and success of previous and current acquisitions.”
Regardless of Murchinson’s reservations, the Court docket ruling leaves Nano Dimension with little alternative however to finish the merger.
3D printing M&A exercise
Mergers and acquisitions exercise has been a key theme within the 3D printing trade this yr.
Earlier this month, US-based specialty metals options supplier United Efficiency Metals (UPM) acquired Fabrisonic LLC, an Ohio-based steel 3D printing manufacturing firm. The deal will see UPM, an affiliate of O’Neal Industries, improve and broaden its manufacturing capabilities. Following the acquisition, Fabrisonic will be a part of UPM’s specialty processing community. Jason Riley, Basic Supervisor of Fabrisonic, claimed that the deal “marks an vital improvement for Fabrisonic” and helps the agency “lengthen our attain and proceed delivering options to our clients.”
Elsewhere, direct-to-consumer (DTC) 3D printing furnishings startup Mannequin No. was just lately acquired by additive manufacturing printing service supplier IC3D. Earlier than the sale, Mannequin No. had confronted pertinent challenges in scaling its operations. This was negatively impacted by the excessive prices of sustaining and upgrading its specialised 3D printing gear. The settlement will see CEO Phillip Raub depart the corporate, with none of Mannequin No.’s staff transitioning to IC3D.
Who received the 2024 3D Printing Trade Awards?
Subscribe to the 3D Printing Trade publication to maintain up with the newest 3D printing information.
You may as well observe us on LinkedIn, and subscribe to the 3D Printing Trade Youtube channel to entry extra unique content material.
Featured picture exhibits Nano Dimension places of work in Munich. Picture by Michael Petch.
