Nano Dimension to acquire Markforged in $115 million deal
September 25, 2024
Nano Dimension, based in Waltham, Massachusetts, USA, has announced a $115 million deal to acquire Markforged Holding Corporation, based in Watertown, Massachusetts, USA. Entering into a definitive agreement, the all-cash transaction will see Nano Dimension purchase all outstanding Markforged shares for $5.00 per share.
The announcement follows Nano Dimension’s agreement to acquire Desktop Metal in July 2024.
The combined Nano Dimension-Desktop Metal-Markforged company would have revenue of $340 million based on fiscal year 2023. Post-closing, the combined company is expected to have a strong balance sheet with a total expected cash and cash equivalents, which includes marketable securities, of $475 million.
In purchasing Markforged, Nano Dimension said it is acquiring a company with scale and efficiency. In 2023, Markforged’s revenue was $93.8 million with a 47.4% gross margin and 48.6% non-GAAP gross margin, and a second quarter of 2024 gross margin of 48.3% and non-GAAP gross margin of 51.9%. This had the potential to expand further, added Nano Dimension.
As of June 30th, 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.
The total payable to Markforged’s shareholders of $115 million, based on $5 per share, was said to represent a 71.8% premium to Markforged’s September 24th, 2024 VWAP and a 67.8% premium to Markforged’s 90-day VWAP as of September 24th, 2024.
“In combining with Markforged, Nano Dimension is taking bold action in its journey towards becoming a digital manufacturing leader and being a foundational pillar of Industry 4.0,” stated Yoav Stern, Chief Executive Officer and member of the board of directors of Nano Dimension. “Markforged is an exceptional company with innovative AM materials and solutions for true production. Their prowess is validated by their more than fifteen thousand installed and connected systems in the field with many leading names across key industry verticals.”
“I am excited to work with Shai Terem and his team, who have done an exceptional job developing their cutting-edge solutions. This is all the more substantial when we think about the anticipated closing of our deal with Desktop Metal. 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,” continued Stern.
Shai Terem, Chief Executive Officer, President, and member of the board of directors of Markforged, added, “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. We look forward to working with Nano Dimension to join great companies and their devoted teams that can serve our stakeholders to the maximum extent possible.”
Completing the transaction is subject to certain closing conditions, including the approval of Markforged’s stockholders, and required regulatory approvals. The transaction is not subject to a financing condition, it was added, with Nano Dimension intending to finance the transaction using its cash on hand.
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