Markforged Announces Litigation Due to Pending Merger with Nano Dimension

Markforged Holding Corp. has announced that a complaint has been filed relating to its pending merger with Nano Dimension Ltd. in which Markforged is named as a defendant.

As previously announced, on September 25, 2024, Markforged entered into an agreement and plan of merger with Nano pursuant to which Nano will, subject to the terms and conditions in the merger agreement, acquire all outstanding shares of Markforged, with Markforged surviving the Merger as an indirect wholly-owned subsidiary of Nano.

Completing the transaction is subject to certain closing conditions, including required regulatory approvals, and as of January 2, 2025, Markforged has obtained approval for all regulatory filings required pursuant to the merger agreement except for its filing with the Committee on Foreign Investment in the United States.

On December 31, 2024, Desktop Metal, Inc. filed a complaint captioned Desktop Metal, Inc. v. Nano Dimension Ltd., et al. in the Delaware Court of Chancery in which Nano and Markforged are among the named defendants. The complaint generally alleges that Nano breached the terms of its merger agreement with Desktop Metal by subsequently entering into the merger agreement with Markforged, and that closing the merger prior to the pending merger between Desktop Metal and Nano would jeopardize the parties’ ability to close the Desktop Metal Merger.

In the complaint, Desktop Metal is seeking, among other forms of relief, an order from the court enjoining consummation of the merger until the Desktop Metal Merger has closed.

Although Markforged cannot make an assessment as to the outcome of the lawsuit at this time, Markforged believes that Desktop Metal’s claims and requested relief against Markforged are without merit and intends to vigorously defend against them.

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

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