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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
November 12, 2021
Date of Report (Date of earliest event reported)
DESKTOP METAL, INC.
(Exact name of registrant as specified in its
charter)
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Delaware
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001-38835
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83-2044042
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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63
3rd Avenue
Burlington, Massachusetts 01803
(Address of principal executive offices) (Zip Code)
(978)
224-1244
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A Common Stock, par value $0.0001 per share
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DM
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.01 Completion of Acquisition or Disposition of Assets
On November 12, 2021, Desktop Metal, Inc.
(the “Company” or “Desktop Metal”) completed its previously announced acquisition of The ExOne Company
(now known as ExOne Operating, LLC) (“ExOne”), pursuant to the Agreement and Plan of Merger, dated as of August 11,
2021 (the “Merger Agreement”), by and among Desktop Metal, Texas Merger Sub I, Inc., a Delaware corporation and
wholly owned subsidiary of Desktop Metal (“Merger Sub I”), Texas Merger Sub II, LLC., a Delaware limited liability
company and wholly owned subsidiary of Desktop Metal (“Merger Sub II”), and ExOne, pursuant to which (i) Merger
Sub I merged with and into ExOne, with ExOne as the surviving corporation and (ii) ExOne merged with and into Merger Sub II (the
“Mergers”), with Merger Sub II surviving the Mergers as a wholly owned subsidiary of Desktop Metal. At the effective
time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of ExOne (“ExOne
Shares”) issued and outstanding immediately prior to the Effective Time (other than the shares that are owned by Desktop Metal,
ExOne, Merger Sub I or Merger Sub II), was converted into the right to receive (a) $8.50 in cash, without interest, and (b) 2.1416
shares of Desktop Metal Class A common stock, par value $0.0001 per share (“Desktop Metal Class A common stock”).
At the Effective Time, (a) each outstanding
unvested option to purchase ExOne Shares was converted into an option to acquire a number of Desktop Metal Class A common stock equal
to the product obtained by multiplying the number of shares of ExOne common stock subject to such option by 3.1416, with an exercise price
per share of Desktop Metal Class A common stock equal to the quotient obtained by dividing the exercise price per share of ExOne
common stock by 3.1416; (b) each outstanding vested option to purchase ExOne common stock was cancelled and the holder thereof became
entitled to receive the excess of the merger consideration over the aggregate exercise price of such ExOne vested option, so long as such
ExOne vested option’s exercise price was less than the merger consideration; (c) each award of restricted shares of ExOne subject
to the ExOne Change of Control Severance Plan (“ExOne COC RSAs”) vested and were cancelled and the holder of such ExOne
COC RSA received the merger consideration; (d) each award of restricted shares of ExOne common stock not subject to the ExOne Change
of Control Severance Plan (“ExOne RSAs”) vested and were cancelled and the holder of such ExOne RSA received the merger
consideration; and (e) each award granted under the 2021 Executive Stock Performance Program was converted into ExOne Shares (the
“ESPP Award”), with the shares subject to such ESPP Award becoming vested and such vested shares were cancelled and
the holder received the merger consideration.
In connection with the closing of the Mergers,
Desktop Metal paid approximately $191.4 million in cash and issued approximately 48.2 million shares of Desktop Metal Class A
common stock to former holders of ExOne Shares, including 0.6 million shares of Desktop Metal Class A common stock to former
holders of ExOne vested options, ExOne COC RSAs, ExOne RSAs and ExOne ESPP Awards.
The issuance of Desktop Metal Class A common
stock in connection with the Merger Agreement was registered under the Securities Act of 1933 pursuant to Desktop Metal’s registration
statement on Form S-4 (Registration No. 333-259564) declared effective by the Securities and Exchange Commission (the “SEC”)
on October 8, 2021 (the “Registration Statement”). The proxy statement/prospectus in the Registration Statement
contains additional information about the Mergers.
The ExOne Shares, which traded under the symbol
“XONE,” will no longer trade on, and are being delisted from, the Nasdaq Stock Market.
The foregoing description of the Mergers contained
in this Item 2.01 does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed
as Exhibit 2.1 to this Current Reporting on Form 8-K and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure
On November 12, 2021, Desktop Metal issued
a press release announcing the closing of the Mergers. A copy of the press release is attached as Exhibit 99.1 to the Current Report
on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired.
The audited consolidated financial statements of
ExOne, as of and for the years ended December 31, 2020 and 2019, including the independent auditor’s report thereon and the
notes related thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
The unaudited interim consolidated financial statements
of ExOne, as of September 30, 2021, and for the nine months ended September 30, 2021 and 2020, and the notes related thereto,
are filed as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated herein by reference.
(b) Pro
Forma Financial Information.
The pro forma financial information required by
this item will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current
Report is required to be filed.
(d) Exhibits.
The exhibits listed in the following Exhibit Index
are filed as part of this Report.
EXHIBIT INDEX
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2.1
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Agreement and Plan of Merger, dated as of August 11, 2021, by and among Desktop Metal, Inc., Texas Merger Sub I, Inc.,
Texas Merger Sub II, Inc., and The ExOne Company (incorporated by reference to Exhibit 2.1 of the Form 8-K/A of Desktop Metal
Inc. filed with the SEC on August 12, 2021).
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99.2
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Audited consolidated financial statements of The ExOne Company as of and for the years ended December 31, 2020 and 2019, including
the independent auditor’s report thereon, and the notes related thereto (incorporated by reference to ExOne’s Annual Report
on Form 10-K (Part II, Item 8 therein) filed on March 11, 2021).
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99.3
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Unaudited interim consolidated financial statements of The ExOne Company as of September 30, 2021, and for the nine months ended
September 30, 2021 and 2020, and the notes related thereto (incorporated by reference to ExOne’s Quarterly Report on Form 10-Q
(Part I, Item 1 therein) filed on November 12, 2021).
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: November 12, 2021
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DESKTOP METAL, INC.
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By:
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/s/ Meg Broderick
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Name:
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Meg Broderick
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Title:
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General Counsel and Corporate Secretary
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Exhibit 99.1
CONFIDENTIAL INFORMATION
Desktop
Metal Completes Acquisition of ExOne,
Cementing Its
Leadership in Additive Manufacturing for Mass Production
November 12, 2021
BOSTON – Desktop Metal, Inc. (NYSE: DM) (“Desktop
Metal”) today announced it has successfully completed its acquisition of The ExOne Company (NASDAQ: XONE) (“ExOne”)
following approval by a majority of ExOne’s shareholders.
The acquisition reinforces Desktop Metal’s leadership in additive
manufacturing (AM) for mass production. ExOne extends Desktop Metal’s product platforms with complementary solutions to create an
unparalleled AM portfolio that offers industry-leading throughput, flexibility, and materials breadth, providing customers with a variety
of options to address their specific application. Desktop Metal is committed to supporting ExOne’s existing customers around the
world, as well as leveraging its global distribution network alongside ExOne’s direct sales force to provide businesses of all sizes
with broader access to its AM 2.0 solutions and expanding materials library.
“This acquisition is a landmark moment for the additive manufacturing
industry and creates an unmatched portfolio that strengthens Desktop Metal’s ability to accelerate the adoption of AM 2.0,”
said Ric Fulop, Founder and CEO of Desktop Metal. “We are proud to welcome ExOne’s talented team to Desktop Metal and to move
forward as one company focused on the mass production of end-use parts through AM. We’ve begun the process of careful integration
with the goal of driving outsized growth for the combined company in the years to come. We believe Desktop Metal is uniquely positioned
to provide the widest range of end-use applications, and we are excited about the value creation opportunity for our customers, partners,
shareholders, and employees."
Under the terms of the agreement, ExOne shareholders
received $8.50 in cash and $16.43 in shares of Desktop Metal common stock for each share of ExOne common stock, for a total purchase price
of approximately $24.93 per share, representing a transaction value of $561.3 million, including ExOne cash and cash equivalents, based
on the 20-day volume weighted average price (VWAP) of Desktop Metal common stock on November 9, 2021. Desktop Metal and ExOne notified
NASDAQ of the completion of the acquisition and requested that NASDAQ file a notification of delisting with the Securities and Exchange
Commission (“SEC”) on ExOne’s behalf. Desktop Metal expects that the delisting of ExOne’s common stock from the
NASDAQ stock exchange will formally become effective by 5:30pm EST on November 12, 2021.
ExOne will continue to operate as a wholly owned subsidiary of Desktop
Metal and will remain headquartered in North Huntingdon, Pennsylvania.
About Desktop Metal
Desktop Metal, Inc., based in Burlington, Massachusetts, is accelerating the transformation of manufacturing with an expansive
portfolio of 3D printing solutions, from rapid prototyping to mass production. Founded in 2015 by leaders in advanced manufacturing, metallurgy,
and robotics, the company is addressing the unmet challenges of speed, cost, and quality to make additive manufacturing an essential tool
for engineers and manufacturers around the world. Desktop Metal was selected as one of the world’s 30 most promising Technology
Pioneers by the World Economic Forum, named to MIT Technology Review’s list of 50 Smartest Companies, and the 2021 winner of Fast
Company’s Innovation by Design Award in materials.
For more information, visit www.desktopmetal.com.
Forward-looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained
in this press release, including statements regarding the anticipated benefits of the described transaction, the anticipated impact of
the transaction on Desktop Metal’s future results of operations and financial position, the amount and timing of synergies from
the proposed transaction, and other aspects of Desktop Metal’s operations or results, are forward-looking statements. These statements
involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements
to be materially different from any future results, performance or achievements expressed in or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,”
“expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,”
“contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue”
or the negative of these terms or other similar expressions. The forward-looking statements in this press release are only predictions.
Desktop Metal has based these forward-looking statements on current information and management’s current expectations and beliefs.
These forward-looking statements speak only as of the date of this press release and are subject to a number risks and uncertainties,
including, without limitation, the following: the effect of the transaction on the ability of Desktop Metal to retain and hire key personnel
and maintain relationships with customers, suppliers and others with whom they do business; risks that the transaction disrupts current
plans and operations; the successful integration of Desktop Metal’s and ExOne’s businesses and realization of synergies and
benefits; the ability of Desktop Metal to implement business plans, forecasts and other expectations following the completion of the transaction;
the risk that actual performance and financial results following completion of the transaction differ from projected performance and results;
and business disruption following the transaction. For additional information about other risks and uncertainties that could cause actual
results of the transaction to differ materially from those described in or implied by the forward-looking statements in this proxy statement/prospectus
of Desktop Metal’s business, financial condition, results of operations and prospects generally, please refer to Desktop Metal’s
reports filed with the SEC, including without limitation the “Risk Factors” and/or other information included in the Form 8-K
filed by Desktop Metal in connection with the closing of the transaction, the Form 10-Q filed with the SEC on August 11, 2021
and such other reports as Desktop Metal has filed or may file with the SEC from time to time. While the list of factors presented here
is considered representative, no such list should be considered to be a complete statement of all risks and uncertainties. Unlisted factors
may present significant additional obstacles to the realization of forward-looking statements. Except as required by applicable law, Desktop
Metal will not update any forward-looking statements to reflect new information, future events, changed circumstances or otherwise.
Investor Relations:
Jay Gentzkow
jaygentzkow@desktopmetal.com
(781) 730-2110
Media Relations:
Lynda McKinney
lyndamckinney@desktopmetal.com
(978) 224-1282