A very cold merger
The Atomic Layers: S5E26 (00142)
Atomic Layer of the Day:
I’m not sure how things are on your side, but here in Poland, this year’s Christmas is green and mild, with temperatures above freezing. I won’t speculate on who or what is responsible, but the fact is that this winter feels more like autumn. For now, snow is something I have to summon only from my memory…
In the AM industry, however, things look quite different. While the outdoor temperatures may be mild, the relationship between Nano Dimension and Desktop Metal seems to be frozen solid, like an arctic chill. On Friday, December 20, frustrated by the prolonged formalities of the merger announced in July, Desktop Metal decided to take action and filed a lawsuit.
In this lawsuit, they demand that Nano Dimension stop slacking off and expedite negotiations with CFIUS (the Committee on Foreign Investment in the United States), which has raised objections to the deal. I covered this in detail here:
That was Friday afternoon (CET). By Monday, December 23—Christmas Eve—Nano Dimension responded.
However, it seems unlikely that their response was what Desktop Metal had hoped to receive under the Christmas tree:
The Company (Nano) 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.
And that’s it. End of statement.
What does this mean? Simply put, Nano Dimension no longer seems interested in acquiring Desktop Metal.
What remains unclear is whether:
they are no longer interested at all, or
they no longer want to proceed under the existing terms.
Beyond this key question, there are several others:
Who authorized this statement? Was it initiated by the company’s CEO or the new board?
Does Nano Dimension plan to renegotiate the terms, or will they wait until there’s no one left at Desktop Metal to negotiate with?
Nano Dimension claims that Desktop Metal is trying to “impose deadlines and obligations that are inconsistent with that agreement.” Is this just PR spin, or is everything proceeding according to schedule? In other words, who’s telling the truth, and who’s not?
It’s clear from the statement that Nano Dimension intends to play for time—both resisting Desktop Metal’s pressures and emphasizing that they won’t relinquish their “rights,” which, as I understand, are currently what’s prolonging the merger process.
But let’s set aside the legal technicalities for a moment. Let’s assume that this dispute eventually ends, and the merger goes through. After all that, both sides sit down at the same table to outline the next steps, assign responsibilities, set timelines, and agree on how progress will be reported.
How do you picture that?
After everything that happened during the failed 2023 merger between Desktop Metal and Stratasys, and after the current situation, do you think both parties will simply reconcile?
Like in mafia movies and TV shows? “Yeah, we killed one of your guys, but it wasn’t personal—it was just business. Let’s move on.”
How functional would this new company even be? Who would have the upper hand? Does anyone really believe that, post-merger, both sides will see themselves as equals and work collaboratively toward consensus?
No… This company will operate in the cold. Deadly cold. Like the Eastern Bloc and Western Bloc during the latter half of the 20th century. After a cold merger comes a cold partnership.
Unless…
What if none of this actually matters anymore? What if this is all just about signing the necessary papers, setting up golden parachutes, jumpig out the plane, and disappearing for a while?
How ridiculous does that last scenario seem to you in this whole situation?
Atomic Layer from the Past:
12-26-2013: Computerworld reported that Organovo expects to unveil the world’s first 3D-printed human liver in 2014.
News & Gossip:
No news or gossip for today. Enjoy your Holiday!