Desktop Metal Wins Delaware Chancery Court Battle for Forced Acquisition by Nano Dimension

Deal News | May 30, 2025 | EIN

In a landmark ruling on March 24, 2025, the Chancellor Kathaleen McCormick of the Delaware Court of Chancery ordered Nano Dimension Ltd to comply with its merger agreement and acquire Desktop Metal, Inc., a financially distressed 3D printing firm. The court's decision underscores the importance of enforceable contractual provisions in mergers involving distressed targets. Desktop Metal had been experiencing financial decline, with a going-concern qualification added to its SEC filings prior to merger negotiations. The acquisition required approval from the Committee on Foreign Investment in the US (CFIUS), but the process was delayed by Nano Dimension's actions, which were influenced by a major stockholder's proxy contest. The court found that Nano Dimension breached its 'reasonable best efforts' and 'hell or high water' obligations by not pursuing CFIUS approval in good faith. Despite claims of a failed no-bankruptcy condition, the court favored Desktop Metal, highlighting specific provisions and the prevention doctrine. The ruling ultimately favored Desktop Metal's demand for specific performance, ordering Nano Dimension to execute a National Security Agreement within 48 hours and comply with all merger agreement terms.

Sectors

3D Printing
Mergers and Acquisitions
Government Contracting

Geography

United States – Desktop Metal is a U.S. company involved in a transaction requiring approval from the Committee on Foreign Investment in the United States (CFIUS).
Israel – Nano Dimension Ltd is an Israel-based company involved in the acquisition of Desktop Metal.

Industry

3D Printing – The industry involves companies that design and manufacture machines, materials, and technologies used for producing three-dimensional objects. Desktop Metal operates in this sector.
Mergers and Acquisitions – This industry involves the consolidation of companies or assets, typical in transactions like the one between Desktop Metal and Nano Dimension.
Government Contracting – Involves companies providing goods, services, or products for government use. Desktop Metal has contracts related to missile defense and nuclear capabilities.

Financials

– The article does not provide specific financial details like the deal price or revenue figures.

Participants

Name	Role	Type	Description
Desktop Metal, Inc.	Target Company	Company	A company that produces industrial-use 3D printers, involved in a merger transaction with Nano Dimension.
Nano Dimension Ltd.	Bidding Company	Company	An Israel-based company attempting to acquire Desktop Metal, experiencing internal opposition to the deal.
Delaware Court of Chancery	Government	Government	The legal entity that ruled in favor of Desktop Metal, enforcing the merger agreement with Nano Dimension.
Chancellor Kathaleen McCormick	Judge	People	The chancellor of the Delaware Court of Chancery who issued the ruling to enforce the acquisition.
Committee on Foreign Investment in the U.S. (CFIUS)	Regulatory Body	Government	A U.S. government committee reviewing the transaction as a condition for its completion due to national security implications.