Nano Dimension Ltd

Nano Dimension has entered into a non-binding term sheet for a proposed business combination with Infinite Epigenetics. The deal would see Nano Dimension or a successor public company acquire 100% of Infinite Epigenetics through a merger or similar structure, with the combined company operating under the Infinite Epigenetics name and trading on Nasdaq under the proposed ticker IEAI. Existing Nano Dimension shareholders are expected to retain a minority stake based on a 20% premium to Nano Dimension's estimated net cash at closing, and the combined company is expected to have over 400 million dollars in cash at closing. Pre-combination Nano Dimension shareholders would also receive a contingent value right tied to net proceeds from the sale of Nano legacy assets. The term sheet includes a 30-day mutual exclusivity period for due diligence and finalization of a definitive agreement, with Infinite Epigenetics co-founder and CEO Matthew Dawson expected to lead the combined company. Separately, Stratasys announced last month a definitive agreement to acquire MarkForged, a wholly owned subsidiary of Nano Dimension, in an all-cash deal valued at 42.5 million dollars, with MarkForged generating approximately 70 million dollars in revenue in 2025.

Nano Dimension and Infinite Epigenetics issued a joint shareholder update defending their proposed $890 million business combination after activist investor Murchinson criticized the deal. Nano Dimension said it reviewed Murchinson's recent letter and noted that final terms are still being negotiated, while emphasizing that Infinite Epigenetics is built on operating businesses, a CLIA-certified methylation laboratory, and defensible proprietary assets. Murchinson, which holds about 7.4% of Nano Dimension's outstanding shares, called the transaction a poor business decision inconsistent with the understanding on which Nano raised capital. The board selected Infinite Epigenetics from a rigorous review of roughly 20 companies as its top growth opportunity, and the deal follows years of tension that included a rejected director replacement bid earlier this year and a 2022 buyout proposal valuing Nano at approximately $995 million.