Business Context and Reporting Period
This Form 6-K filing by Nano Dimension Ltd. covers the month of April 2021, specifically reporting on a transaction closed on April 26, 2021. The Company signed a definitive share purchase agreement to acquire NanoFabrica Ltd., a leader in micro-mechanics 3D printing, by purchasing all of its issued and outstanding share capital.
Key Financial Metrics and Transaction Structure
The total consideration for the acquisition ranges from approximately $54.9 million to $59.4 million, payable in cash and American Depository Shares (ADSs). The filing does not provide standalone revenue, profit, or cash flow metrics for Nano Dimension for the period, as this report focuses exclusively on the acquisition terms.
- Total Consideration: $54.9 million to $59.4 million.
- Cash Component: Approximately $27.49 million total, structured as follows:
- $23.0 million paid at closing to all shareholders.
- $1.13 million deferred payment to founders.
- $3.36 million contingent earn-out payment to founders.
- Equity Component: Approximately $32.0 million in ADSs paid to selling shareholders.
- Earn-out Targets: The contingent payment is based on NanoFabrica achieving approximately $2.8 million in revenue and $1.74 million in gross profit between June 1, 2021, and May 30, 2022.
Material Changes and Transaction Details
The primary material change is the acquisition of NanoFabrica. Key structural details include:
- Founder Retention: ADSs valued at approximately $10.07 million issued to founders are subject to a progressive holdback of up to 730 days, conditioned on a two-year employment period.
- Price Protection: Founders are entitled to price protection on ADSs released after 12 months; if the 30-day volume-weighted average price falls below 75% of the closing value, the Company must compensate the difference in cash or additional ADSs.
- Registration: The Company committed to filing a registration statement with the SEC for the resale of 3,733,795 ADSs within two weeks of closing.
- Management: Dr. Jon Donner, CEO and co-founder of NanoFabrica, will serve as General Manager of the NanoFabrica Division.
Guidance, Risks, and Contingencies
The filing contains forward-looking statements regarding the integration of NanoFabrica and the performance of its products. Key risks and contingencies include:
- Earn-out Contingency: The $3.36 million earn-out is held by a paying agent and will be returned to the Company if NanoFabrica fails to meet the specified revenue and gross profit targets.
- Market Risks: Actual results may differ due to market conditions and the satisfaction of closing conditions.
- Legal Restrictions: The report does not constitute an offer to sell securities in jurisdictions where such an offer would be unlawful prior to registration.
Investor Verification Checklist
- Verify the final closing value of the transaction and the exact number of ADSs issued.
- Monitor NanoFabrica's revenue and gross profit performance against the $2.8 million and $1.74 million targets for the earn-out period.
- Review the filed registration statement for the resale of 3,733,795 ADSs.
- Assess the impact of the $23 million cash outflow on the Company's liquidity position.
- Track the retention of Dr. Jon Donner and other key NanoFabrica personnel to ensure holdback milestones are met.