Good day, ladies and gentlemen. Welcome to Nano Dimension's and Markforged joint investor call in light of yesterday morning's announcements of an agreement for Nano Dimension to acquire Markforged. My name is Rocco, and I'm your operator for today's event. On the call with us today are Nano Dimension's Yoav Stern, CEO, and member of the board of directors, Zivi Nedivi, President, and Tomer Pinchas, CFO and COO, along with Markforged's Shai Terem, CEO and President, and Assaf Zipori, CFO. Before we begin, may I remind our listeners that certain information provided on this call may contain forward-looking statements, and the safe harbor statement outlined in today's earnings press release also pertains to statements made on this call. If you have not received a copy of the press release, please view it at the investor relations section of the company's website. A replay of today's call will also be available on the investor relations section of the company's website. Yoav and Shai will begin the call with news on the combined company and deal, followed by a question and answer session, at which time the management team will answer questions. I would now like to turn the call over to Nano Dimension's Yoav Stern and Markforged's Shai Terem. Yoav and Shai, over to you. Thank you very much. This is Yoav speaking. Shai, thank you very much for participating with the teams, Zivi and Tomer from Nano and Assaf, CFO from Markforged. We have a very, very exciting days and weeks and months ahead. Today is the first day, and in slide number six, you'll be able to get a little bit of a taste of why we're excited about. This slide number six describes to you products that are Nano Dimension's electronic products and Desktop Metal metal products and others, and then Nano Dimension micro polymer products, as the amount was smaller, you can see beside the quarter. And this set of amazing products from the combined company of Nano Dimension. Desktop Metal's metal products as per slide number seven, which are products from Markforged. We start, as I always say, in this industry, everything starts with amazing material, because if the material is not there, then the rest of it doesn't work. Shai, you want to speak a little bit about your product? Sure. Thank you, Yoav, and good morning, everyone. We at Markforged here are focused on bringing industrial production to the point of need, and as you can see here, some examples of parts printed on our Digital Forge solution, which is one of the most reliable solution to the factory floor, and you can see here parts which are printed with the advanced composites, including continuous fiber reinforcement and, of course, metal. You can see here, for example, a copper welding chuck, which is actually used on an automotive manufacturing floor as we speak. Thanks, Shai. One of the key concept of building a platform that will lead this industry is that we are going to work on domains which are mutual to all of us. Domains can be defined as vertical markets with a specific application solutions for them. If you look at slide number nine, I think, which is the four points, and starts with the strengthening the leadership in additive manufacturing. You can't do it unless you have synergy in distribution channels, synergy in go-to-market. We all sell to industrial automation companies, aerospace industry, military and defense, automotive, specific Desktop Metal, very strong in healthcare and dental, and we sell, of course, to academy research institutions. Not different is Markforged, which is joining us. We are building a comprehensive portfolio for solutions that will enable the combined company to do two things: A, to lead this industry, and B, to do it while it is working and improving its profitability. That's a key thing that doesn't exist in this industry, and that's the reason the industry, and so much as public companies, is not showing the value. We intend to get the value to be surfaced by focusing on being able to turn it into profitable by having three companies together. Point number one in this is, of course, the portfolio of products. If you see the slide where you see the products, including binder jetting, digital light processing, additive inkjets, and the fused filament fabrication from Markforged, this is a combination of the products and/or combination of technologies. The products are in the fields that we discussed before, electronics, microprocessing of polymers, and the special materials. Now, Shai can definitely speak to that as they are bringing this into the picture. Shai, would like to say a few words on that? Sure. On the composite side and also on the metal side, our core technology is around extrusion. We have a range of materials from desktop printers all the way to the FX20, which is the large, high-temp scale for aerospace application. And these printers are helping our customers to build functional parts that replace CNC parts, machine parts, right on the factory floor at the point of need. By now, we have about 15,000 connected and active printers out there in the field, and we are very excited to join the large portfolio of Nano Dimension. ... Thank you, Shai. Next slide will speak at point number two, which is the important segment of metal AM. The industry and the usage of additive manufacturing is just part of the digital Industry 4.0 concept that we are carrying within ourselves, because we have not only additive manufacturing, but the part where additive manufacturing is penetrating the most and is showing the biggest amount of applications is the metal AM. Be it in defense and aerospace, be it in research, of course, be it in car industry, and by bringing in Markforged, we not only bring the FX or Onyx or the PX100 machines that are the industrial related machines that are using the materials. We are bringing into our portfolio the material, which is both a replacement for metal by being a polymer reinforced with fibers, and developed into giving solutions for polymers standalone by themselves. So we're very, very strong together with Desktop Metal in our application and foray into the metal. In the metal industry, we're talking about into manufacturing, not into prototyping. The next slide is point number three. Again, reinforces the materials, and I can't say it enough. Shai just mentioned it. I'll say it again to you. The one thing that attracted me in this industry to start with five years ago is the amount of work I felt I could do on materials. And the minute I met Shai and the team in Markforged a few years ago, I looked at their materials, which is, call it composite materials or call it replacement for metal. It's really a breakthrough, and we're very, very excited that they are here together with us as part of the group. The next slide discusses point number four, the financial strength of Markforged. Growth and sales of close to $100 million, $95 million, close to $95 million in 2023. Attractive, extremely attractive. Over 30% of it was recurring revenue. Guys, this is the razor and the razor blade. We're talking now, Desktop Metal with recurring revenue, which is closer to those numbers. We're talking about Markforged, together with Nano, will be a company that holds that almost has what's called ARR, annual revenue, like when you have to, from software. The minute we have the machine in place, we start to have recurring revenue on an annual basis, and Markforged is a big component on it. Secondly, they have close to 50% gross margins. This industry will not survive as a profitable industry if gross margins are not being 50 and above, better, closer to 60. And that's our aim by bringing Markforged to be part of this platform that we are, have been building and have been patiently building over the last three years. Now is the major, or the largest forays with the combination of the three companies. And we will take the margins up, and we will deliver dollars to the bottom line. The near-term efficiencies, as a result of the synergies, are expected to be immediate. All the three companies are located in Boston, that means headquarters of Nano Dimension are moving to Boston. Its headquarters for North America always was in Boston. It's true for Desktop Metal and for Markforged, where you have a lot of savings there. And not to speak about turning three public companies into one public company. A lot of money saved there. And then point number four, kind of summarizes three points that I mentioned earlier. The scale will be a company that on pro forma basis for the end of two thousand and twenty-three, with $340 million in revenue. And, the capital we have, cash to support the growth, is $475 million cash and cash equivalents at the close, which means we have about $2 a share of cash. Now, not more than that, because we used the money to buy $340 million of revenue and to merge it together. And it is going to be profitable because our focus is not only to grow the top line, but rather to build a business model that grows the bottom line. The next transaction. Sorry, the next slide speaks about transaction summary. Just that, everything is published, but I'll just mention it to everybody here. We acquired, we're acquiring 100% of Markforged. It's all in cash. It is translated to $5 in cash, so $5 per share per Markforged share, which is a 71% premium. We give or take 71% premium to the day before we close, and 68% premium to ninety days VWAP average of traded volume, traded share price and volume. Nice premium for the shareholders of Markforged, which we're very happy for, and a very good price for us. The total consideration is $115 million. But if you look at the amount of cash that Markforged had at the end of June 2024, last number that was formally reported, they had $93 million of cash. Some of it was restricted, so even on a net, it was $73-$74 million of cash, and we're paying $115 million. So it's a company that Markforged, that is, or has already started its focus on bottom line. It did a turnaround, moves by reducing headcount and heads, hence reduced the amount of cash they are burning on an annual and a quarterly basis. And we're very excited when they'll join us, that this process will continue in combination with us and Desktop. The transaction is fully financed by us. We don't need any financing, outside financing, and it's expected to close in, you know, two, three months. Hopefully, the end of the year or beginning of Q1, around that time. depends. Closing, it depends on Markforged shareholders approving it in a shareholder's vote, which we expect to be successful based on the information we have today, and as much as regulatory approvals, it's only CFIUS. We don't need the HSR approval. So, CFIUS is a organization that we are working with now also on approvals with Desktop Metal transactions, so we're very familiar with. Very, very exciting. The next slide will show you a little bit of history, just for perspective. I'm not going to repeat everything that happened in the last three years since the end of 2021. But during 2023, 2024, it's really two and a half years, we performed seven acquisitions of smaller, very strategic companies that created the base from which we launched the Q3 2024 large acquisitions, which I promised for two, three years that we will do, but we were waiting for the right price. We would have not done this a year or two earlier because the price was wrong. Now, price was right. Now, we have structure that would enable the three companies to deliver results, and the payment and the cost of it will be totally justifiable and not overly paid. It causes us to feel that while the financial structure is right in place, we are lucky to be joined not only with numbers, but with the teams that are coming from Markforged today and came from Desktop Metal, to create a real platform, which will be industry leader in so much as innovation, people management, and creativity. Shai, you would like to maybe to summarize on your side? Sure. Thank you, Yoav. We are very proud and excited to join this amazing platform. A lot of innovation that goes into real production application, a very strong balance sheet and scale. We believe we can together lead this industry. Thank you, Shai. Operator, we would be happy to answer questions if there are. Thank you. If you would like to ask a question, please press star then one on your telephone keypad. If your question has already been addressed, and you'd like to remove yourself from queue, please press star then two. Once again, that's star then one if you have a question. Today's first question comes from Greg Palm with Craig-Hallum Capital Group. Please go ahead. Yeah. Hey, everyone. Thanks for taking the questions, and congrats on the deal. Maybe, you know, just starting, can you give us a little bit of, you know, sort of background info and, you know, the process that was run and in terms of the deal price, specifically $5 a share, you know, a little bit more color on how you landed there, you know, exactly, you know, from a, you know, revenue or valuation multiple, especially in light of, you know, what you paid for Desktop Metal, which seems, at least on an enterprise value standpoint, seems to be a little bit more. On my point, Shai will speak on his angle. On my point of view, we have been looking at the valuation. It's not so much a share per share price. We look at the total enterprise value, including the cash, including the value of the business, and we looked at the total number of dollars that goes out of our pocket to buy that. We had our bankers from Greenhill work on the numbers and compare very, very in-depth work as comparative analysis to other valuations in this and other industries. We feel that, first of all, in a revenue per... Sorry, in a price comparing to revenue, which is the lowest price that been paid in this industry. From the other side, on a price per share, the shareholders of Markforged are getting a very nice premium of, you know, 60%-70%. Very, very nice premium, which is acceptable, by the way. It's a market, and I'm happy to pay market, and I'm happy that the shareholders of Markforged will be receiving what it's worth. So the combination is that both sides, like in every deal, it's a win-win situation. It was a good price for us and a good price for the shareholders of Markforged, and it's supported by the two bankers, which did each one its work by itself, and it's supported by the process that will be published in your proxy. Shai, you want to add to that? It's in the same line. Thank you, Yoav. Thank you, Greg, so we will be filing the proxy statement with all the details, so you'll be able to, you guys will be able to see it later. With that, as Yoav said, this transaction represents a very nice premium to our shareholders, and it's all in cash, and once considering the cash utilization closing, the enterprise value is substantially higher than what it is today, but we have a few more months to go. Okay. Okay, next one, please. If I could, you know, ask about the management team. I think, Yoav, you had talked about staying on as CEO when you announced the Desktop Metal transaction. Is that still the case? Yes. in the combined now, and any other changes to the management team that you maybe foresee? Yes, I'll stay, and the management team is expected to join our management of the combined company. Some of the people will move to different roles, necessarily in focus, but we are creating an office of the CEO, which will be the most senior members of management of both companies. We don't see. We didn't see weakness, serious weakness in the top management of the three companies. We see certain opportunities to change roles and improve the efficacy of the combined management, which is what we'll do. Unfortunately, there's only one CEO, and somebody needs to be that, and that will be me. But we're working as a team. Okay. And then, you know, let's just assume that both the Desktop Metal and Markforged deals go through. You, you'll have a pretty comprehensive product portfolio following that. Do you see any holes? I mean, are there any other technologies that you think you'll either want or maybe need to add at some point in the future? Yeah. The answer, the answer is yes. There's very, very clear technologies that I intend to add in the future, but I'm not going to describe it now because it's, it is, involving information that is inside information. Okay. I will leave it there. Thanks. Thanks, everyone. Thank you very much for your interest, sir. Thank you. And as a reminder, ladies and gentlemen, if you'd like to ask a question, please press star then one. And our next question for today comes from Troy Jensen with Cantor Fitzgerald. Please go ahead. Hey, gentlemen, first off, congrats. I think, as you know, I'm a huge fan of Markforged, and the products have always been, you know, high quality and whatnot, so I wish you guys all the best on this. But, congrats, Shai, Assaf, and the team. But, how about quick first, I guess my first thought would be, just metal platforms. I agree with the strength that you're seeing right now in metals or that the industry is. You know, as you combine these three companies together, Yoav, you're going to have, you know, the ExOne, you're going to have Desktop Metal, and you're going to have Digital Metal. So I'm just kind of curious to know your thoughts on product consolidation and, you know, which, which is the best binder platform to kind of consolidate on? The best binder jetting program or products will win, obviously, but right now, as we're studying the technologies, we see a lot of complementary characteristics, actually, where the main problem of this industry historically, you know, that, Troy, we spoke about it a lot, is not necessarily the technology, but people didn't build technologies with the thinking in mind of application and solution. So the fact that we have the few technologies, we intend to organize them according to application and solution, and certain binder technologies are complementary to each other because they go to different applications based on specific characteristics of the materials and the technology, and that's what we intend to do. Obviously, once you add the materials, which are composite materials on the side of Markforged and the reinforced polymers, you're now giving answers to the industry, to the call it the metal need for metal manufacturing, with a lot of other application and products that are combining the best application development and application fit in the industry. Okay, perfect. Just, yeah, I understand there will be product consolidation. That's a lot of the benefits or the cost savings and whatnot, and we can't talk about them now, but you know, we'll see as it rolls out, but I guess my other thought, too, is just your Stratasys ownership now. You know, with Markforged, you are going to be the largest shareholder of Stratasys and their largest competitor. Yeah. But can you kind of talk about that? Yeah. And- The new leader. Go ahead. I'm sorry. I'm sorry, I'm sorry. No, no, go ahead, please. I'm sorry. ... Now, as I say, I always had this thesis that I thought you guys were waiting and going to get FDM through the acquisition of Stratasys. And to piggyback on Greg's question, does this kind of kill the idea of, you know, getting bigger in FDM? No. First of all, we are the largest shareholder of Stratasys. That didn't change. We are talking to Stratasys from a very different angle now. Obviously, you understand that. We're talking to them about potential strategic cooperation. We're talking to them about a very friendly relationship where we can leverage each other with each other's strengths and weaknesses. We have a plan to continue to stay a major shareholder in Stratasys. We invested the money originally, it was a strategic investment, and it was not a trading exercise, and we intend to stay there. It depends on the events in the market and our capability to deliver dollars to the bottom line. We may change that position even for the better, but it will be in cooperation with Stratasys. Okay, get it. Then how about you made a comment about having $2 in cash. Is that all liquid, or does that include the shares, the longer-term strategic investment in Stratasys? The $2 in cash is a rounded figure. It's actually maybe $2.2, which includes the holdings in Stratasys. If you look at the press release, it says we have $475 million of cash and cash equivalent. The cash equivalent is the holdings in Stratasys, so together it's $475 million. Now we have 219 million shares, give or take. So, divide 475 to 219, you get to the, give or take, $2 a share. Gotcha. All right. All All right, I get it. And last one, I'll... I just don't think there's probably a lot of questions, so hog the floor here a bit. But how about just the thought of rebranding now? You know, with all these new platforms coming together, are you gonna still be Nano Dimension, or are we gonna- No. -See a brand effort out of you? No, we're not going to be Nano Dimension. We're going to rebrand the whole group. As we see it today, it's an industry leader between the two or three industry leaders that you have traditionally, historically. I don't think we want to compare ourselves to ourselves. We want to compare ourselves to the new guy on the block, to the more innovative, to the more successful- I agree. In as much as a certain of products, and therefore, we're going to rebrand. Yeah, totally agree. All right, well, Yoav, congrats. Thank you for consolidating the industry here and leading it at least, and Shai and team, congrats also. Thank you very much, Troy. Good luck. Okay. Our next question today. Yes, sir. It comes from Catherine Thompson with Edison. Please go ahead. Hi there. I think on the last earnings call, when you were asked about any further potential M&A, you talked about being very focused on integration, but that you would do more M&A within kind of management's bandwidth. With this acquisition you've just announced now, is that it for kind of management bandwidth for the next twelve months or so? Or could we still see further add-on M&A in the next twelve months? You may see add-ons, while I don't believe you'll see add-ons in this size, because we're going to be focusing on the next twenty-four months, twelve plus twelve, in structuring the business right, developing the channels together with synergy, developing the financial structure that will take dollars to the bottom line. So I don't expect a major acquisition unless it's a merger or something, but not, not necessarily planned. I expect potentially smaller acquisitions that will need to be in order to complement certain gaps in the product line. Okay, and then I'm not sure how much you can say about this, but I know when we last spoke, you were talking about the integration plans that were being put together for, you know, day one of Desktop Metal closing. I'm assuming now with this deal coming along as well, does that kind of throw some of those plans up in the air, or I guess, were you doing this already in the knowledge that you were hoping to buy Markforged as well? The second part of your sentence, we obviously knew. Okay. And so everything is calculated into the day one, and then there'll be a day two. Right. Okay. Thank you. Thank you very much. Thank you. As a reminder to ask a question, please press star then one. We'll pause for just a moment to assemble our roster. Ladies and gentlemen, this concludes our question and answer session. I'd like to turn the conference back over to Yoav for any closing remarks. Okay. Thank you very much, operator. Thank you very much for everybody that participated today. We have a few hundred, I think, and we'll check it out, but if you want to follow up, please feel free to write us. We would like to keep now in contact with three groups of shareholders, which we're very excited about, that are going to become part of them, liquid, with being paid, and part of them may want to invest or reinvest in the new Nano, which will include their former company, companies merged together. We will encourage this very, very much. Please consider our share being undervalued, comparing to what we are and who we are today. And it's a beautiful opportunity, and we would love to have you as shareholders. Thank you very much. Shai, thank you very much for participating. Thank you, everybody. Thank you. This concludes today's conference. We thank you all for attending Nano Dimension's conference call. You may now disconnect your lines and have a wonderful rest of the day.