Nano Dimension signs term sheet to merge with Infinite Epigenetics for $890M

Nano Dimension Ltd. (NASDAQ: NNDM) announced it entered into a non-binding term sheet for a business combination with Infinite Epigenetics, an artificial intelligence-powered preventive health and diagnostics company. The transaction values Infinite Epigenetics at $890 million.

Under the proposed structure, Nano Dimension would acquire 100% of Infinite Epigenetics through a merger or similar transaction. The combined company would operate under the Infinite Epigenetics name and trade on Nasdaq under the proposed ticker "IEAI."

Existing Nano Dimension shareholders would retain a minority ownership interest in the combined company based on a stated value that reflects a 20% premium to Nano Dimension's estimated net cash at closing. The parties expect the combined company to have over $400 million in cash at closing.

Infinite Epigenetics operates through two subsidiaries: TruDiagnostic, a clinical epigenetic testing laboratory founded in 2019, and Tally Health, a consumer longevity company founded in 2021. The company has collected more than 120,000 epigenetic samples since 2020 and generated revenue through its diagnostic operations.

The company focuses on four chronic diseases: cardiovascular disease, Type 2 diabetes, chronic obstructive pulmonary disease, and metabolic dysfunction-associated steatotic liver disease. Infinite Epigenetics uses artificial intelligence to analyze epigenetic data, which represents gene expression influenced by lifestyle and environmental factors.

Nano Dimension conducted a strategic review of approximately 20 companies before selecting Infinite Epigenetics. The term sheet provides for a 30-day exclusivity period during which Nano Dimension will conduct due diligence and the parties will negotiate a definitive agreement.

The transaction requires completion of due diligence, negotiation of definitive agreements, board and shareholder approvals, regulatory approvals, and other customary closing conditions. No assurance can be made that the parties will complete the transaction.

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