Summary by Futu AI
Nano Dimension announced on September 25, 2024, that it has entered into a definitive merger agreement to acquire Markforged in an all-cash transaction. Under the terms, Markforged shareholders will receive $5.00 per share in cash. Following the merger, Markforged will become an indirect wholly-owned subsidiary of Nano Dimension and will be delisted from the NYSE.The merger agreement includes provisions for the treatment of Markforged's equity awards, with vested stock options being cancelled for cash consideration and unvested RSUs being converted into Nano Dimension replacement RSUs. The deal has received support from key Markforged stakeholders, with approximately 37% of voting shares committed through voting agreements with major shareholders, executives and directors.The transaction is subject to customary closing conditions, including Markforged shareholder approval, regulatory clearances, and the absence of material adverse effects. The deal includes a termination fee of $4.6 million payable by Markforged under certain circumstances. The merger is expected to close by June 25, 2025, with a possible extension to September 25, 2025, if regulatory approvals are pending.