Desktop Metal, Inc. (NYSE:DM) entered into an agreement to acquire The ExOne Company (NasdaqGS:XONE) from a group of shareholders for approximately $600 million on August 11, 2021. Under the terms of the agreement, ExOne shareholders will receive $8.5 in cash and $17 in shares of Desktop Metal common stock for each share of ExOne common stock, for a total consideration of $25.5 per share, representing a transaction value of $575 million, subject to a collar mechanism as described below and implying a 47.6% premium to the closing price of ExOne's common stock on August 11, 2021 and a 43.9% premium based on the 30-day average closing price of ExOne common stock. Upon closing of the transaction, current Desktop Metal shareholders will own between 85 and 88% and current ExOne shareholders are expected to own between 12 and 15% of the combined company, respectively. The transaction value also implies an acquisition multiple of 6.4x 2021 consensus revenue estimates for ExOne. Each share of common stock of ExOne issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $8.5 per ExOne Share and a number of shares of Class A common stock of DM, $0.001 par value per share (a “DM Share”) equal to an Exchange Ratio subject to adjustment to ensure that (i) the cash consideration in the Mergers does not exceed 45% of the total consideration in the Mergers and (ii) the number of DM Shares to be issued in the Mergers does not exceed 19.9% of the issued and outstanding DM Shares. Post completion of the acquisition, ExOne will become wholly owned subsidiary of Desktop Metal. In the event of termination, ExOne will be required to pay DM a termination fee of $11.5 million. ExOne will remain headquartered in North Huntingdon, Pennsylvania.

The transaction is subject to the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of all outstanding shares of ExOne common stock entitled to vote thereon, expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, NYSE's approval of the DM Shares to be issued in the Merger being listed on the NYSE, delivery of a tax opinion by McGuireWoods LLP, or if McGuireWoods LLP is unable or unwilling to deliver such opinion, of Latham & Watkins LLP, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, for United States federal income tax purposes, the Mergers, taken together, will qualify as a “reorganization” under Section 368(a) of the Internal Revenue Code of 1986, as amended, the registration statement registering the merger consideration becoming effective, the satisfaction of regulatory approvals and other customary conditions. Kent Rockwell, ExOne's Chairman of the Board of Directors and largest shareholder has entered into a Support Agreement in which he will vote his 4.2 million shares in favor of the transaction. The board of directors of each of DM and ExOne have unanimously approved the Merger Agreement and the transactions contemplated thereby. The ExOne board of directors recommends that ExOne stockholders vote “FOR” the transaction. On October 20, 2021, ExOne and Desktop Metal received clearance from the German Federal Ministry for Economic Affairs and Energy. As of November 9, 2021, the transaction has been approved by The ExOne Company shareholders. The transaction is expected to close in the fourth quarter of 2021. As of November 9, 2021, the transaction is expected to close within three business days after today.

Credit Suisse Securities (USA) LLC is acting as exclusive financial advisor and Daniel Hoffman, Jason Morelli, Sarah Gagan, David Della Rocca, Sam Weiner, James Barrett, Emily Taylor, Elisabeth Martin, Jason Cruise, Ian Conner, Max Hauser, Jana Dammann de Chapto, Peter Todaro, Heather Deixler and Les Carnegie of Latham & Watkins LLP is acting as legal advisor to Desktop Metal. Stephen Butkow, Bryan Dow, Jason Stack, Austin Swank, Bri Futerman and Thien Nguyen of Stifel are acting as exclusive financial advisors and fairness opinion providers and Hannah T. Frank, Scott E. Westwood and Gary S. Regan of McGuireWoods LLP is acting as legal advisors to ExOne. James J. Barnes and Masha Trainor of Blank Rome LLP and McGuireWoods LLP acted as legal advisors to John F. Hartner, Chief Executive Officer & Director, The ExOne Company. Stuart Rogers of Alston & Bird LLP acted as legal advisor to Credit Suisse Securities (USA) LLC. The Proxy Advisory Group, LLC acted as proxy solicitor to The ExOne.

Desktop Metal, Inc. (NYSE:DM) completed the acquisition of The ExOne Company (NasdaqGS:XONE) from a group of shareholders on November 12, 2021. Desktop Metal expects that the delisting of ExOne's common stock from the NASDAQ stock exchange will formally become effective on November 12, 2021. ExOne shareholders received $8.5 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. ExOne will continue to operate as a wholly owned subsidiary of Desktop Metal and will remain headquartered in North Huntingdon, Pennsylvania. Pursuant to the Merger Agreement, as of the Effective Time each of S. Kent Rockwell, Paul A. Camuti, John F. Hartner, John Irvin, Gregory Pashke, William F. Strome, Roger W. Thiltgen and Bonnie Wachtel resigned as a member of the board of directors of ExOne and ExOne became a member-managed Delaware limited liability company with no directors. At the Effective Time, John F. Hartner, Douglas D. Zemba, Loretta L. Benec, Rick Lucas and Michael Doshen ceased to be officers of ExOne, and Ric Fulop became the President, James Haley became the Treasurer and Meg Broderick became the Secretary of ExOne.