Desktop Metal has filed a second lawsuit against Nano Dimension, with the company now alleging that Nano breached the terms of their merger agreement when it moved to acquire Markforged in September.
It follows a lawsuit filed by Desktop Metal last month in which it claimed Nano Dimension had not used 'reasonable best efforts' to obtain regulatory approval of its proposed takeover of Desktop 'as soon as practicable'. An expedited trial for this lawsuit is expected to take place in February.
That lawsuit has been brought by Desktop Metal amid upheaval at Nano Dimension. There have been doubts over whether Nano Dimension would complete its agreed takeover of Desktop Metal after significant turnover at board level and the termination of CEO Yoav Stern's employment in December. All current board members have been nominated by Murchinson, a Nano Dimension shareholder, who has been public in its scepticism of Nano's proposed acquisitions of both Desktop Metal and Markforged.
Desktop Metal's latest lawsuit, however, names Markforged as a defendant alongside Nano Dimension.
Nano Dimension announced its intention to acquire Markforged less than six weeks after its deal to buy out Desktop Metal was made public. As of January 2nd, 2025 - when Markforged announced it had been named as a defendant in a Desktop Metal lawsuit - Markforged had 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.
The lawsuit was filed by Desktop Metal two days earlier on December 31, 2024 via the Delaware Court of Chancery. Desktop Metal's complaint is said to allege that Nano breached the terms of its merger agreement with Desktop Metal by subsequently entering into a merger agreement with Markforged, and closing the Markforged deal first would jeopardise Nano's ability to close the Desktop Metal Merger. Desktop Metal is therefore seeking an order from the court - among other forms of relief - enjoining consummation of the merger until the Desktop Metal merger has closed.
A Markforged press release has stated that it believes Desktop Metal's claims and requested relief against Markforged are 'without merit.' The company says it intends to 'vigorously defend' itself against them.
Nano Dimension has so far not responded to this second Desktop Metal lawsuit, but did release the following statement of the first lawsuit:
"The Company believes the lawsuit is without merit and inconsistent with the terms of the Merger Agreement, particularly with respect to the Company’s right to work through the review process that is under way with the Committee on Foreign Investment in the United States ("CFIUS"). The Company believes the lawsuit is nothing more than an effort by Desktop Metal to prevent the Company from exercising its rights under the Merger Agreement and to impose deadlines and obligations that are inconsistent with that agreement. The Company intends to vigorously defend itself and preserve its rights under the Merger Agreement."
