Desktop Metal Inc. (NYSE: DM), a leader in additive manufacturing, has initiated legal action against Nano Dimension Ltd. (“Nano Dimension”) in the Delaware Court of Chancery. The lawsuit alleges that Nano Dimension has breached its contractual obligation under the merger agreement between the two companies by failing to use “reasonable best efforts” to obtain regulatory approval promptly. This regulatory approval is a key condition for the merger’s completion.
The lawsuit stems from Nano Dimension’s alleged failure to meet its obligations under the merger agreement, particularly in relation to securing clearance from the Committee on Foreign Investment in the United States (CFIUS). As part of the agreement, Nano Dimension is required to work diligently to obtain CFIUS approval and finalize any necessary mitigation measures for the deal to proceed.
The Delaware Court of Chancery has scheduled an expedited hearing for December 30, 2024, to review Desktop Metal’s motion for an expedited trial. This trial, if granted, will take place in January 2025. The outcome of this hearing could have significant implications for the merger and the future of the companies involved.
Desktop Metal’s Claims and Objectives
In its lawsuit, Desktop Metal seeks “specific performance,” which is a legal remedy that requires Nano Dimension to fulfill its contractual duties under the merger agreement. Specifically, Desktop Metal is asking the Court to compel Nano Dimension to take immediate action to secure CFIUS approval, including finalizing the necessary negotiations and executing a mitigation agreement as proposed by CFIUS. This agreement is crucial for resolving national security concerns raised by the U.S. government, a common requirement for foreign acquisitions involving sensitive technology or industries.
In addition to demanding specific performance, Desktop Metal is also seeking a declaratory judgment from the Court. The company wants the Court to formally declare that Nano Dimension has failed to meet its obligations under the merger agreement and that Nano Dimension must continue to exert “reasonable best efforts” to fulfill all regulatory requirements necessary for the merger to close. This includes any further actions required to secure approval from CFIUS and ensuring that the transaction proceeds as agreed.
Desktop Metal is also requesting injunctive relief, which would prevent Nano Dimension from taking actions that could undermine or terminate the merger agreement. This includes preventing Nano Dimension from acting in ways that would be inconsistent with its obligations to close the merger in a timely manner. The company has expressed its desire to move forward with the merger promptly, emphasizing the strategic value it holds for both companies and their respective stakeholders.
Remaining Regulatory Condition
According to the merger agreement, all regulatory conditions have already been met, with the exception of CFIUS approval. Desktop Metal has maintained that the only remaining step to finalize the merger is obtaining this crucial clearance. Once CFIUS approval is granted, the deal can move forward rapidly.
The merger between Desktop Metal and Nano Dimension is seen as a significant strategic opportunity for both companies. By combining their strengths, the merger is expected to create substantial value for shareholders, employees, and customers alike. The two companies believe their complementary technologies and market positions will allow them to drive innovation in the field of additive manufacturing, with the potential to redefine the future of 3D printing across multiple industries.
Desktop Metal remains steadfast in its commitment to upholding the contractual obligations that both parties agreed upon. The company is focused on ensuring the transaction is completed swiftly and that the full potential of the merger is realized. Desktop Metal remains confident that, with the right legal and regulatory actions, the merger can be closed in the near future.
Background on Desktop Metal and Its Innovation in Additive Manufacturing
Desktop Metal is at the forefront of Additive Manufacturing 2.0, a new era of on-demand, digital mass production for industrial, medical, and consumer products. The company’s innovative technologies include 3D printing systems that deliver speed, cost-efficiency, and high part quality—key factors in transforming industries and pushing the boundaries of what is possible in manufacturing.
The company is known for its breakthrough 3D printing methods, particularly binder jetting and digital light processing, technologies that are revolutionizing how manufacturers create products. Desktop Metal’s systems are capable of printing a wide range of materials, including metals, polymers, sand, ceramics, foam, and even recycled wood, positioning the company as a leader in the sustainable manufacturing movement.
Desktop Metal’s technology is already being used by manufacturers around the world to streamline production, save costs, reduce waste, and increase operational flexibility. Its solutions allow for the creation of complex designs that were previously considered impossible to manufacture, opening up new possibilities for industries ranging from aerospace and automotive to healthcare and consumer goods.
By combining with Nano Dimension, Desktop Metal believes the merged entity will be even better positioned to accelerate the development of new additive manufacturing technologies and drive value for stakeholders. The merger would bring together complementary expertise in 3D printing, electronics, and industrial production, creating a powerful force for innovation in the manufacturing world.
