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Desktop Metal, Inc. (NYSE:DM) ("Desktop Metal") today announced that it has filed a lawsuit against Nano Dimension Ltd. ("Nano Dimension") in the Delaware Court of Chancery (the "Court"), alleging that Nano Dimension has breached its obligation to use reasonable best efforts to obtain regulatory approval as soon as practicable in connection with the merger agreement between the parties (the "Merger Agreement"). The Court has scheduled an expedited hearing on December 30, 2024, to hear Desktop Metal's motion for an expedited trial to be held in January.
Desktop Metal seeks specific performance, including, but not limited to, requiring Nano Dimension to cooperate in seeking approval by the Committee on Foreign Investment in the United States ("CFIUS"), including finalizing negotiations and executing the mitigation agreement proposed by CFIUS (as required by the Merger Agreement), and to close the merger within five business days of receiving CFIUS' approval.
Desktop Metal also seeks a declaration of the Court that, among other things, Nano Dimension has failed to perform its obligations to use reasonable best efforts to obtain regulatory approval and remains obligated to use its reasonable best efforts to take all actions necessary to consummate the merger as soon as reasonably possible, and injunctive relief enjoining Nano Dimension from terminating the Merger Agreement or taking any action inconsistent with its obligations under the Merger Agreement.
All other regulatory conditions have been satisfied under the Merger Agreement and the remaining regulatory condition to closing the merger is receipt of CFIUS approval. The merger between Desktop Metal and Nano Dimension represents a significant strategic opportunity for both companies, combining complementary strengths to create value for shareholders, employees and customers. Desktop Metal remains focused on upholding the contractual obligations agreed upon by both parties, closing the transaction and delivering on the potential of the merger. Desktop Metal is confident that a closing of the merger may be completed expeditiously.
