Nano Dimension to Buy Markforged

Nano Dimension Ltd. and Markforged Holding Corp. jointly announced that they have entered into a definitive agreement whereby Nano Dimension will buy all outstanding shares of Markforged in a $5-per-share all-cash transaction. 

 

By buying Markforged, Nano Dimension will acquire a company reportedly noted for its scale and efficiency. By the numbers, Markforged’s 2023 revenue was reportedly $93.8 million with 47.4% gross margin and 48.6% non-GAAP gross margin. Its second quarter (2024) gross margin was 48.3% with a non-GAAP gross margin of 51.9%. The merfed company post-closing, including Desktop Metal and Markforged, is anticipated to have a total expected cash & cash equivalents (including marketable securities) of $475 million. 

In the wake of Nano Dimension's agreement to acquire Desktop Metal on July 3, 2024, that acquisition and the new Markforged acquisition are expected to grow Nano Dimension’s presence in additive manufacturing (AM), Nano Dimension reports. The combined Nano Dimension-Desktop Metal company is expected to have a revenue based on fiscal year 2023 of $246 million. With this latest news, the combined company of Nano Dimension, Desktop Metal, and now Markforged is projected to have a combined revenue based on fiscal year 2023 of $340 million. 

The aggregate total consideration payable to Markforged’s shareholders is $115 million, based on $5 per share. As of June 30, 2024, Markforged had cash and cash equivalents, including restricted cash, of $93.9 million. Restricted cash includes $19.1 million to cover certain liabilities associated with the Continuous Composites lawsuit.

“Markforged is an exceptional company with innovative AM materials and solutions for true production," says Yoav Stern, chief executive officer and member of the board of directors of Nano Dimension. "Their prowess is validated by their more than 15,000 installed and connected systems in the field with many leading names across key industry verticals.

"This is all the more substantial when we think about the anticipated closing of our deal with Desktop Metal," Stern continues. "We believe the combination of Nano Dimension, Desktop Metal, and Markforged further strengthens our unique opportunity in creating value for our shareholders, customers, and employees as we work to deliver profitable growth, exceptional services, and notable career development opportunities.”

“We’re excited to bring together our pioneering, complementary product portfolios that will further enhance our ability to serve our customers in high-growth industries with a more complete offering of highly innovative solutions used on the factory floor. Not only is our product offering unique, but together we will have the scale and balance sheet strength to become an even more trusted partner to our customers, who are leaders across several industries," adds Shai Terem, chief executive officer, president, and member of the board of directors of Markfoged.”

Strategic and Financial Benefits

With expansion of Nano Dimension’s product portfolio to include fused filament fabrication for high-performance applications, which Nano Dimension believes will open up a wide range of solutions, the transaction is projected to combine the strengths of the respective company offerings. 

Nano Dimension’s existing movement in the materials domain will be expanded with Markforged’s expertise in composite materials, specifically continuous fiber reinforcement. The capabilities in continuous fiber encompass metal, polymer based applications, and structural and weight improvements that can open up new areas of AM. 

Combining resources across the organizations is expected to result in better efficiencies and cost savings. 

Transaction Highlights

Subject to terms and conditions of the merger, Nano Dimension will acquire all outstanding shares of Markforged for $5 per share in cash. 

Completing the transaction is subject to certain closing conditions, including the approval of Markforged’s stockholders, and required regulatory approvals. 

Timing and Approvals

The transaction, which was unanimously approved by the boards of directors of both companies, is expected to close in the first quarter of 2025, subject to customary closing condition. 

Financing

The transaction is not subject to a financing condition. Nano Dimension intends to finance the transaction using its cash on hand. 

Sources: Press materials received from the company and additional information gleaned from the company’s website.