Nano Dimension Proposes Merger with Infinite Epigenetics
Nano Dimension announced it has entered into a non-binding term sheet for a proposed business combination with Infinite Epigenetics. Under the term sheet, the proposed transaction contemplates that Nano Dimension, or a successor publicly traded company, would acquire 100% of the equity interests of Infinite Epigenetics through a merger, consolidation or other transaction structure to be mutually agreed by the parties. Upon closing of the proposed transaction, if any, the combined company is expected to operate under the Infinite Epigenetics name and continue trading on the Nasdaq Capital Market under the proposed ticker symbol (IEAI). Existing Nano Dimension shareholders are expected to retain a minority ownership interest in the combined company based on a stated value for Nano shares that reflects a 20% premium to Nano Dimension's estimated net cash at closing, subject to final negotiation and execution of a definitive agreement. The parties expect that the combined company will have over $400M in cash at closing. Additionally, the pre-combination Nano Dimension shareholders would receive a contingent value right entitling them to certain net proceeds, if any, received by a newly formed entity and liquidation trust from the disposition of certain Nano legacy assets following the closing of the combination. The term sheet provides for a 30-day period of mutual exclusivity, during which Nano Dimension will conduct confirmatory due diligence on Infinite Epigenetics, and the parties will finalize the terms of a definitive merger agreement. Matthew Dawson, co-founder and CEO of Infinite Epigenetics, is expected to serve as CEO of the combined company. The board is expected to include representatives designated by Nano, as well as Infinite Epigenetics leaders and directors. Nano Dimension expects to announce additional details regarding the proposed business combination if and when a definitive agreement is executed.