Nano Dimension Ltd. and Markforged Holding Corporation jointly announced that they have entered into a definitive agreement pursuant to which Nano Dimension will acquire all outstanding shares of Markforged in an all-cash transaction for $5.00 per share.
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In acquiring Markforged, Nano Dimension is acquiring a company with scale and efficiency. Markforged’s 2023 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%, with potential to expand further. The combined company post-closing, including both Desktop Metal and Markforged, is expected to have a strong balance sheet with a total expected cash & cash equivalents, which includes marketable securities, of $475 million.
Nano Dimension is poised to lead the industry with its July 3rd, 2024 announced agreement to acquire Desktop Metal, Inc. (NYSE: DM) (“Desktop Metal”), and the Markforged acquisition is expected to further expand Nano Dimension’s leadership in AM. The combined Nano Dimension-Desktop Metal company would have a revenue based on fiscal year 2023 of $246 million and, as of today’s announcement, the combined company – Nano Dimension, Desktop Metal, and now Markforged – would have a combined revenue based on fiscal year 2023 of $340 million, along with a clear path to profitability.
The aggregate total consideration payable to Markforged’s shareholders is $115 million. This is based on $5.00 per share, which represents 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.
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.
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