Markforged announced the dismissal of claims against it in Desktop Metal's lawsuit related to its merger with Nano Dimension.
Quiver AI Summary
Markforged Holding Corporation announced that Desktop Metal, Inc. has voluntarily dismissed its claims against Markforged related to its ongoing merger with Nano Dimension Ltd. This dismissal follows a complaint filed by Desktop Metal alleging that Nano breached its merger agreement by entering into a deal with Markforged, which could affect the conclusion of Desktop Metal's own merger with Nano. Markforged anticipates that the merger will proceed, having obtained regulatory approvals for all requirements except for one pending with the Committee on Foreign Investment in the United States. The press release emphasizes forward-looking statements about the anticipated merger and related risks.
Potential Positives
- Markforged has been voluntarily dismissed from Desktop Metal's complaint, allowing the company to proceed with its pending merger with Nano Dimension without the burden of litigation.
- The dismissal signifies that the claims against Markforged were not pursued, reinforcing the company's position and credibility in the merger process.
- Markforged has obtained all necessary regulatory approvals for the merger, except for one, indicating strong progress towards the successful completion of the merger with Nano.
- The merger with Nano Dimension positions Markforged to strengthen its manufacturing capabilities and enhance its market presence.
Potential Negatives
- Markforged's dismissal from the complaint raises concerns about the potential legal implications and risks surrounding its merger with Nano, undermining confidence in the transaction.
- The ongoing regulatory approvals, particularly with the Committee on Foreign Investment in the United States, adds uncertainty to the completion of the merger, which could adversely affect Markforged's operational strategy.
- Desktop Metal's previous allegations of breach against Nano, though dismissed concerning Markforged, highlight vulnerabilities in Markforged's competitive positioning and relationship with Nano during the merger process.
FAQ
What recent action did Desktop Metal take regarding Markforged?
Desktop Metal voluntarily dismissed Markforged from its previously filed complaint without prejudice.
What is the current status of the Markforged and Nano merger?
Markforged's merger with Nano is pending regulatory approvals, with all but one approval secured as of January 24, 2025.
Why did Desktop Metal file a complaint against Markforged?
The complaint alleged that Nano breached its merger agreement with Desktop Metal by pursuing the merger with Markforged.
What are the implications of Desktop Metal's dismissal of Markforged?
The dismissal suggests that Markforged is no longer a party to the litigation involving the merger with Nano.
What should investors consider regarding the merger's risk factors?
Investors should review potential risks including regulatory approvals and the impact of ongoing litigation affecting the transactions.
Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.
$MKFG Hedge Fund Activity
We have seen 3 institutional investors add shares of $MKFG stock to their portfolio, and 41 decrease their positions in their most recent quarter.
Here are some of the largest recent moves:
- ARK INVESTMENT MANAGEMENT LLC removed 1,883,230 shares (-100.0%) from their portfolio in Q3 2024, for an estimated $8,983,007
- SENVEST MANAGEMENT, LLC removed 1,593,100 shares (-100.0%) from their portfolio in Q3 2024, for an estimated $7,599,086
- SUMMIT PARTNERS L P removed 1,473,157 shares (-100.0%) from their portfolio in Q3 2024, for an estimated $7,026,958
- DIVISAR CAPITAL MANAGEMENT LLC removed 786,489 shares (-100.0%) from their portfolio in Q3 2024, for an estimated $3,751,552
- NIKKO ASSET MANAGEMENT AMERICAS, INC. removed 648,994 shares (-100.0%) from their portfolio in Q3 2024, for an estimated $3,095,701
- VANGUARD GROUP INC removed 476,199 shares (-100.0%) from their portfolio in Q3 2024, for an estimated $2,271,469
- NEUBERGER BERMAN GROUP LLC removed 346,125 shares (-100.0%) from their portfolio in Q3 2024, for an estimated $1,651,016
To track hedge funds' stock portfolios, check out Quiver Quantitative's institutional holdings dashboard.
Full Release
Exhibit 99.1
WALTHAM, Mass., Jan. 24, 2025 (GLOBE NEWSWIRE) -- Markforged Holding Corporation (“Markforged”) (NYSE: MKFG), the company strengthening manufacturing resiliency by enabling industrial production at the point of need, announced today that Desktop Metal, Inc. (“Desktop Metal”) has voluntarily dismissed Markforged without prejudice from its previously filed complaint against Nano Dimension Ltd. (“Nano”) and Markforged brought in connection with Markforged’s pending merger with Nano (the “Action”).
As previously announced, on September 25, 2024, Markforged entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nano pursuant to which Nano will, subject to the terms and conditions in the Merger Agreement, acquire all outstanding shares of Markforged (the “Merger”), 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 24, 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.
As previously disclosed on January 2, 2025, Desktop Metal filed a complaint captioned Desktop Metal, Inc. v. Nano Dimension Ltd., et al. in the Delaware Court of Chancery (the “Court”) in which Nano and Markforged were named as defendants (the “Complaint”). 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 (the “Desktop Metal Merger”) would jeopardize the parties’ ability to close the Desktop Metal Merger. In the Complaint, Desktop Metal requested, among other forms of relief, an order from the Court enjoining consummation of the Merger until the Desktop Metal Merger has closed. Markforged believes that Desktop Metal’s claims and the requested relief against Markforged are without merit.
On January 22, 2025, Desktop Metal filed a notice of voluntary dismissal with the Court to dismiss Markforged from the Action, without prejudice.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions or variations of such words are intended to identify forward-looking statements. Specifically this press release includes statements regarding: (i) the ability of Markforged and Nano to complete the transactions contemplated by the Merger Agreement, including the parties’ ability to satisfy the conditions to the consummation of the Merger contemplated thereby, (ii) dismissal of Markforged from the Action, (iii) Markforged’s intentions with respect to completion of the Merger, (iv) the impact of the combination of Desktop Metal, Nano and Markforged, (v) Markforged’s beliefs regarding the merits of the Complaint, and (vi) Nano’s or Markforged’s objectives, plans and strategies. Because such statements deal with future events and are based on Nano’s and Markforged’s current expectations, they are subject to various risks and uncertainties. The acquisition is subject to closing conditions, some of which are beyond the control of Nano or Markforged. Actual results, performance, or achievements of Nano or Markforged could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including (i) the ultimate outcome of the proposed transaction between Nano and Markforged, including the impact, if any, of litigation between Desktop Metal and Nano, or any other litigation, on the transaction, (ii) the ultimate outcome of the proposed transaction between Nano and Desktop Metal, (iii) the effect of the announcement of the proposed transaction on the ability of Nano and Markforged to operate their businesses and retain and hire key personnel and to maintain favorable business relationships, (iv) the timing of the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, (vi) the ability to satisfy closing conditions to the completion of the proposed transaction (including regulatory approval), (vii) other risks related to the completion of the proposed transaction and actions related thereto, and (viii) the risks and uncertainties discussed under the heading “Risk Factors” in Nano’s annual report on Form 20-F filed with the SEC on March 21, 2024, and in any subsequent filings with the SEC, and under the heading “Risk Factors” in Markforged’s annual report on Form 10-K filed with the SEC on March 15, 2024, and in any subsequent filings with the SEC. You should note that such combined company information has not been prepared in accordance with and does not purport to comply with Article 11 of Regulation S-X under the U.S. Securities Act of 1933, as amended. Except as otherwise required by law, each of Nano and Markforged undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Media
Sam Manning, Public Relations Manager
[email protected]
Investors
Austin Bohlig, Director of Investor Relations
[email protected]