Item 8.01 Other Events.
As previously disclosed, on August 11, 2021, The ExOne Company ("ExOne" or the
"Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and among Desktop Metal, Inc., a Delaware corporation ("Desktop
Metal"), Texas Merger Sub I, Inc., a Delaware corporation and a wholly owned
subsidiary of Desktop Metal ("Merger Sub I"), Texas Merger Sub II, LLC, a
Delaware limited liability company and a wholly owned subsidiary of Desktop
Metal ("Merger Sub II"), and ExOne, pursuant to which, subject to the terms and
conditions set forth therein, Merger Sub I will merge with and into ExOne (the
"First Merger"), and immediately thereafter ExOne, as the surviving corporation
of the First Merger, will merge with and into Merger Sub II (the "Second
Merger," and together with First Merger, the "Mergers"), with Merger Sub II
surviving the Second Merger and continuing as a wholly owned subsidiary of
Desktop Metal.
The Mergers are subject to the satisfaction or permitted waiver of certain
closing conditions, including, among other things, the expiration or termination
of any applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Waiting Period"). The HSR Waiting
Period expired on October 28, 2021 at 11:59 p.m. Eastern Time.
Subject to obtaining ExOne stockholder approval and the satisfaction of other
closing conditions to the Mergers, ExOne and Desktop Metal expect to complete
the Mergers during the fourth quarter of 2021.
Additional Information and Where to Find It
This communication relates to a proposed transaction between DM and the Company.
In connection with the proposed transaction, DM has filed a registration
statement on Form S-4 with the SEC, which included a document that serves as a
preliminary proxy statement with respect to ExOne and a prospectus with respect
to DM's Class A common stock to be issued in the proposed transaction.ExOne
subsequently filed a definitive proxy statement with the SEC on October 8, 2021.
On or about October 12, 2021, ExOne sent the definitive proxy statement to all
of ExOne's stockholders as of the record date in connection with the meeting to
be held to request stockholder approval of the proposed transaction. Each party
also will file other documents regarding the proposed transaction with the SEC.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY
ARE URGED TO READ THE REGISTRATION STATEMENT, DEFINITIVE PROXY STATEMENT AND ALL
OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and the Company's stockholders may obtain free copies of the proxy
statement/prospectus and other documents that are filed or will be filed with
the SEC by DM or the Company through the website maintained by the SEC at
www.sec.gov. The documents filed by DM with the SEC also may be obtained free of
charge at DM's website at ir.desktopmetal.com. The documents filed by the
Company with the SEC also may be obtained free of charge at the Company's
website at investor.exone.com.
Participants in the Solicitation
DM and the Company and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders in connection with the proposed transaction. Information about the
Company's directors and executive officers and their ownership of the Company's
common stock is set forth in the Company's proxy statement for its Special
Meeting of Stockholders on Schedule 14A filed with the SEC on October 8, 2021.
Information about DM's directors and executive officers is set forth in DM's
proxy statement for its Annual Meeting of Stockholders on Schedule 14A filed
with the SEC on June 17, 2021. To the extent that holdings of DM's or the
Company's securities have changed since the amounts printed in DM's or the
Company's proxy statement, such changes have been or will be reflected on
Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC.
Additional information regarding the interests of those persons and other
persons who may be deemed participants in the proposed transaction may be
obtained by reading the proxy statement/prospectus regarding the proposed
transaction when it becomes available. You may obtain free copies of these
documents as described in the preceding paragraph.
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No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell
or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote of approval, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act.
Safe Harbor Regarding Forward Looking Statements
This communication relates to a proposed business combination transaction
between DM and the Company and may contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act with respect to the
Company's future financial or business performance, strategies, or expectations.
Forward-looking statements typically are identified by words or phrases such as
"trend," "potential," "opportunity," "pipeline," "believe," "comfortable,"
"expect," "anticipate," "current," "intention," "estimate," "position,"
"assume," "outlook," "continue," "remain," "maintain," "sustain," "seek,"
"achieve," as well as similar expressions, or future or conditional verbs such
as "will," "would," "should," "could" and "may."
The Company cautions that forward-looking statements are subject to numerous
assumptions, risks and uncertainties, which change over time. Forward-looking
statements speak only as of the date they are made and the Company assumes no
duty to and does not undertake to update forward-looking statements. Actual
results could differ materially from those anticipated in forward-looking
statements and future results could differ materially from historical
performance.
In addition to risk factors previously disclosed in the Company's filings with
the SEC, including its Annual Report on Form 10-K, the following factors, among
others, could cause results to differ materially from forward-looking statements
or historical performance: the severity and duration of world health events,
including the COVID-19 outbreak and the related economic repercussions and
operational challenges; the ability of DM and ExOne to consummate the proposed
transaction in a timely manner or at all, including the ability to secure
regulatory approvals; impact to ExOne's business if the transaction is not
consummated; successful integration of DM's and ExOne's businesses and
realization of synergies and benefits; the ability of DM to implement business
plans, forecasts and other expectations following the completion of the
transaction; risk that actual performance and financial results following
completion of the transaction differ from projected performance and results;
business disruption following the transaction; ExOne's ability to consistently
generate operating profits; fluctuations in ExOne's revenues and operating
results; ExOne's competitive environment and its competitive position; ExOne's
ability to enhance its current 3D printing machines and technology and to
develop and introduce new 3D printing machines; ExOne's ability to qualify more
industrial materials in which it can print; demand for ExOne's products; the
availability of skilled personnel; the impact of loss of key management; the
impact of customer specific terms in machine sale agreements in determining the
period in which ExOne recognizes revenue; risks related to global operations
including effects of foreign currency and COVID-19; dependency on certain
critical suppliers; nature or impact of alliances and strategic investments;
reliance on critical information technology systems; the effect of litigation,
contingencies and warranty claims; liabilities under laws and regulations
protecting the environment; the impact of governmental laws and regulations;
operating hazards, cyberattacks, war, terrorism and cancellation or
unavailability of insurance coverage; the impact of disruption of ExOne's
manufacturing facilities or ExOne Adoption Centers; the adequacy of ExOne's
protection of its intellectual property; expectations regarding demand for
ExOne's industrial products, and other matters with regard to outlook; and other
factors beyond our control, including the impact of COVID-19. A more fulsome
discussion of the risks related to the proposed transaction will be included in
the proxy statement/prospectus. For additional information about other risks and
uncertainties that could cause actual results of the transaction to differ
materially from those described in the forward-looking statements in this
communication of ExOne's business, financial condition, results of operations
and prospects generally, please refer to the Company's reports filed with the
SEC, including without limitation the "Risk Factors" and/or other information
included in the Form 8-K to be filed by the Company in connection with the
transaction, the Form 10-Q filed with the SEC on August 11, 2021 and such other
reports as ExOne has filed or may file with the SEC from time to time. For
additional information about risks and uncertainties that may cause actual
results of the transaction to differ materially from those described, please
refer to DM's reports filed with the SEC, including without limitation the "Risk
Factors" and/or other information included in such reports. While the list of
factors presented here is, and the list of factors presented in the proxy
statement/prospectus will be 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, neither DM nor
ExOne will update any forward-looking statements to reflect new information,
future events, changed circumstances or otherwise.
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