Nano Dimension and Desktop Metal close to formal merger
The Hart-Scott-Rodino (“HSR”) Act for acquisition of Desktop Metal is cleared
On July 3, 2024, Nano Dimension and Desktop Metal unexpectedly announced that they were merging in a deal worth approximately $180 million. This was surprising because a year earlier, Stratasys had agreed to acquire Desktop Metal, and the main opponent of that transaction was Nano Dimension—a Stratasys shareholder. Simultaneously, Nano’s CEO, Yoav Stern, had made many unfavorable remarks about Desktop Metal, calling them “cash burners” among others....
But that's in the past, and now everything between Stern and Desktop Metal’s CEO, Ric Fulop, is fine. As the saying goes, “It was nothing personal, just business.”
However, just because the parties have reached an agreement doesn't mean they can merge just like that. The shareholders of both companies must approve it (lack of such approval buried the Stratasys deal), and it must be sanctioned by regulatory authorities in the U.S., such as those under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The Hart-Scott-Rodino Act is a U.S. federal law that requires companies to notify the Federal Trade Commission and the Department of Justice about certain proposed mergers and acquisitions. They must then observe a waiting period before closing the transaction, giving U.S. antitrust authorities the opportunity to review the deal. With the waiting period expired, no further regulatory review is required by U.S. antitrust authorities concerning the acquisition.
Now, Nano Dimension has announced that the waiting period has expired. After nearly two months, the companies have overcome a significant regulatory hurdle in their efforts to close the transaction.
The deal is still subject to other customary closing conditions, including approval by Desktop Metal shareholders. However, Nano Dimension and Desktop Metal consider this a “significant step” toward finalizing the acquisition. Both companies state that the target closing timeline in Q4 2024 remains on track.
As a reminder, Nano Dimension will acquire all shares of Desktop Metal in a cash transaction at $5.50 per share. At $5.50 per share, the transaction represents a 27.3% premium to Desktop Metal's closing price and a 20.5% premium to the 30-day VWAP as of July 2, 2024, totaling approximately $183 million, potentially up to $4.07 per share or $135 million in total.
Source: www.nano-di.com