Court Orders Nano Dimension to Comply With Desktop Metal Acquisition

We all heard the story. Back in July 2, 2024, Nano Dimension reached an agreement to acquire Desktop Metal, and Nano Dimension’s CEO at the time, Yoav Stern, emphasized that the acquisition was key to advancing additive manufacturing. Both companies had announced a definitive agreement that would bring strategic and financial benefits. However, problems arose after the announcement as Nano Dimension did not adhere to the terms of the agreement and failed to obtain regulatory approval for the acquisition in a timely manner as required by the agreement.

Then later in the year, Desktop Metal filed a lawsuit, arguing that Nano Dimension had indeed failed to fulfill its obligation to obtain CFIUS approval in a timely manner, especially after some of the discord at the other company after the ousting of Stern. The court set an expedited hearing for December 30, 2024, to consider Desktop Metal’s motion for summary judgment in January. Later, in February 2025, a trial date was set for March 11 and 12, 2025, to further resolve the lawsuit.

The Delaware Court of Chancery ruled in favor of Desktop Metal (photo credits: Delaware Court of Chancery)

Now, the Delaware Court of Chancery, a major commercial court in the USA, has officially ruled in favor of Desktop Metal, announcing the decision on March 24, 2025. The court found that Nano Dimension had breached the acquisition agreement and rejected Nano Dimension’s counterclaims. According to the court, Desktop Metal had fulfilled its obligations under the contract in all material respects.

The court also ordered Nano Dimension to enter into a security agreement with the US authority CFIUS (Committee on Foreign Investment in the United States) within 48 hours – the final condition for the completion of the acquisition. In addition, Nano Dimension is required to pay the full acquisition consideration per share and is prohibited from terminating the agreement or taking any action that is inconsistent with its obligations and impairs its ability to fulfill the agreement.

The court also noted that the judgment was issued as a partial final judgment under Section 54(b), which allows for an immediate appeal. If the deal is not completed by March 31, 2025, Desktop Metal may unilaterally extend the deadline until the merger is actually consummated. With regard to the acquisition, the judgment is final, but Nano Dimension can appeal to the Delaware Supreme Court.

Desktop Metal’s goal now is to complete the acquisition as quickly as possible, with rising stock prices showing the market’s interest in the news. You can read more about the case HERE.

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*Cover Photo Credits: Nano Dimension and Desktop Metal