No Offer or Solicitation
This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Additional Information about the Transaction and Where to Find It
In connection with the proposed transaction, DM filed a definitive proxy statement with the SEC on August 15, 2024. DM may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document that DM may file with the SEC. The definitive proxy statement has been mailed to shareholders of DM. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders can obtain free copies of the proxy statement and other documents containing important information about DM and the proposed transaction at the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company are available free of charge on DM’s website at https://ir.desktopmetal.com/sec-filings/all-sec-filings.
Participants in the Solicitation
Nano Dimension, DM and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from DM shareholders in respect of the proposed transaction. Information about the directors and executive officers of Nano Dimension, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Nano’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, which was filed with the SEC on March 21, 2024. Information about the directors and executive officers of DM, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in DM’s proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on April 23, 2024 and DM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on March 15, 2024. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement and other relevant materials filed with the SEC regarding the proposed transaction. Investors should read the proxy statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from Nano Dimension or DM using the sources indicated above.
NANO DIMENSION INVESTOR RELATIONS CONTACT
Tomer Pinchas, CFO & COO | ir@nano-di.com
Unaudited Consolidated Statements of Financial Position as at | ||||||
June 30, | December 31, | |||||
2023 | 2024 | 20232 | ||||
(In thousands of USD) | (Unaudited) | (Unaudited) | ||||
Assets | ||||||
Cash and cash equivalents | 454,555 | 231,777 | 309,571 | |||
Bank deposits | 499,841 | 532,042 | 541,967 | |||
Restricted deposits | 60 | 60 | 60 | |||
Trade receivables | 12,523 | 12,150 | 12,710 | |||
Other receivables | 5,360 | 5,134 | 11,290 | |||
Inventory | 19,546 | 19,289 | 18,390 | |||
Total current assets | 991,885 | 800,452 | 893,988 | |||
Restricted deposits | 858 | 875 | 881 | |||
Investment in securities | 172,185 | 81,342 | 138,446 | |||
Deferred tax | 249 | — | — | |||
Other receivables | 826 | — | — | |||
Property plant and equipment, net | 14,014 | 15,969 | 16,716 | |||
Right-of-use assets | 14,135 | 10,104 | 12,072 | |||
Intangible assets | — | 2,235 | 2,235 | |||
Total non-current assets | 202,267 | 110,525 | 170,350 | |||
Total assets | 1,194,152 | 910,977 | 1,064,338 | |||
Liabilities | ||||||
Trade payables | 3,216 | 2,935 | 4,696 | |||
Other payables | 21,173 | 20,374 | 25,265 | |||
Current portion of lease liability | 4,611 | 3,558 | 4,473 | |||
Current portion of bank loan | 274 | 139 | 38 | |||
Total current liabilities | 29,274 | 27,006 | 34,472 | |||
Liability in respect of government grants | 1,882 | 2,019 | 1,895 | |||
Employee benefits | 2,485 | 3,698 | 2,773 | |||
Liability in respect of warrants | 140 | — | — | |||
Long term lease liability | 10,168 | 7,652 | 8,742 | |||
Deferred tax liabilities | — | — | 75 | |||
Bank loan | 647 | 347 | 595 | |||
Total non-current liabilities | 15,322 | 13,716 | 14,080 | |||
Total liabilities | 44,596 | 40,722 | 48,552 | |||
Equity | ||||||
Non-controlling interests | 892 | 618 | 1,011 | |||
Share capital | 396,238 | 405,690 | 400,700 | |||
Share premium and capital reserves | 1,298,124 | 1,301,022 | 1,299,542 | |||
Treasury shares | (24,768 | ) | (167,651 | ) | (97,896 | ) |
Foreign currency translation reserve | 1,176 | 1,252 | 2,929 | |||
Remeasurement of net defined benefit liability (IAS 19) | 1,448 | (726 | ) | 707 | ||
Accumulated loss | (523,554 | ) | (669,950 | ) | (591,207 | ) |
Equity attributable to owners of the Company | 1,148,664 | 869,637 | 1,014,775 | |||
Total equity | 1,149,556 | 870,255 | 1,015,786 | |||
Total liabilities and equity | 1,194,152 | 910,977 | 1,064,338 |
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