Markforged (the “Company”), creator of an integrated metal and carbon fiber additive manufacturing platform, The Digital Forge, today announced it has entered into a definitive agreement to merge with one (NYSE: AONE), a special purpose acquisition company sponsored by A-star and founded and led by technology industry veteran Kevin Hartz. Upon completion of the transaction, the combined company will retain the Markforged name and will be listed on the New York Stock Exchange under the ticker symbol “MKFG.”
Founded in 2013, Markforged’s AI-powered and intuitive additive manufacturing platform delivers tangible value to customers by solving demanding applications across key verticals, including industrial automation, aerospace, military and defense, space exploration, healthcare and medical and automotive. The platform seamlessly combines precise and reliable 3D printers with industrial-grade materials and cloud-based machine learning software, providing modern manufacturers with the resources to create more resilient and agile supply chains while saving time and money.
- A differentiated solution. Markforged invented a new industrial-grade process that replaces traditionally manufactured plastic, steel and aluminum end-use parts with both easy-to-print metal and the Company’s proprietary continuous Carbon Fiber Reinforced (CFR) composites. This solution is powered by an integrated modern software platform that continuously updates and learns via AI, driving faster innovation and deployment. The Company has a full suite of Industrial and Professional grade printers being sold to customers today, as well as more than 170 issued and pending patents. As adoption of these technologies continues to spread across the $13 trillion global manufacturing industry, the Company is well-positioned to become a critical partner to leading manufacturers of the future.
- Strong track record. Markforged’s products are already in 10,000 facilities across 70 countries. The Company has printed more than 10 million parts across the entire product development lifecycle, from R&D to aftermarket repair. Markforged has a proven operating model and a strong track record of growth since inception and generated revenue of approximately $70 million in 2020.
- Large and growing market opportunity. The additive manufacturing industry represents a large and growing market opportunity. The industry has grown from $2 billion in 2012 to an expected $18 billion in 2021, and it is projected to reach $118 billion in 2029. As additive technology matures in its ability to create cost-effective end-use parts, industry growth is driven largely by the acceleration of existing supply chain consolidation and reshoring trends.
“Our mission and vision are to reinvent manufacturing by bringing the power and agility of connected software to the world of industrial manufacturing. Today is a pivotal milestone as we progress towards making that vision a reality,” said Shai Terem, President and CEO of Markforged. “We’ve been at the forefront of the additive manufacturing industry, and this transaction will enable us to build on our incredible momentum and provide capital and flexibility to grow our brand, accelerate product innovation, and drive expanded adoption among customers across key verticals. We’re focused on making manufacturing even better by capitalizing on the huge opportunity ahead, and we are making this important leap through our new long-term partnership with Kevin Hartz and the entire team at one, a group of seasoned founders and operators with unparalleled experience. Their expertise and guidance will be invaluable as we continue to reinvent manufacturing today, so our customers can build anything they imagine tomorrow.”
Kevin Hartz, Founder and CEO of one, commented, “Markforged has already reinvented the additive manufacturing industry and is well-positioned for robust growth benefiting from the velocity of digitization. When launching one, our priority was to partner with a company with exceptional founders, visionaries and operators taking a differentiated approach in large and growing markets – Markforged ticked all of those boxes and more. We’re thrilled to be working closely with the entire Markforged team, comprised of highly engaged founders, visionary leaders and world-class engineers, uniquely positioned to lead a revolution in modern manufacturing.”
Greg Mark, Founder and Chairman of Markforged, said, “When I co-founded Markforged, our mission was to reinvent manufacturing by driving innovation and creating products and technologies that have the potential to transform an entire industry. I’ve been thrilled that Markforged has thrived in its successful pursuit of these ambitions with a growing network of customers across major sectors and around the world. As we take Markforged to the next level, we have found the ideal partner in one. Kevin and his team recognize not only Markforged’s ability to transform the way businesses innovate, but also the brilliant, passionate employees that make this company so unique.”
The combined company will have an estimated post-transaction equity value of approximately $2.1 billion at closing. The transaction will provide $425 million in gross proceeds to the Company, assuming no redemptions by one shareholders, including a $210 million PIPE at $10.00 per share from investors including Baron Capital Group, funds and accounts managed by BlackRock, Miller Value Partners, Wasatch Global Investors and Wellington Management, as well as commitments from M12 – Microsoft’s Venture Fund and Porsche Automobil Holding SE, existing Markforged shareholders. Net transaction proceeds will support Markforged’s continued growth across key verticals and strengthen its competitive advantage with new products, proprietary materials and expanded customer use cases.
Current Markforged shareholders are expected to hold approximately 78% of the issued and outstanding shares of common stock immediately following the closing. The transaction, which has been unanimously approved by the boards of directors of both Markforged and one, is expected to close in the summer of 2021, subject to the approval of both one and Markforged stockholders and regulatory approvals, as well as and other customary closing conditions.
Following the completion of the transaction, Shai Terem will continue to lead Markforged as President and CEO. Kevin Hartz will join the Company’s board.
Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by one with the Securities and Exchange Commission and available at www.sec.gov.
Citigroup Global Markets Inc. is serving as lead financial advisor and capital markets advisor to Markforged. William Blair is also acting as financial advisor and capital markets advisor to Markforged, and Goodwin Procter LLP is serving as legal counsel.
Goldman Sachs & Co. LLC is serving as exclusive financial advisor to one and Cadwalader, Wickersham & Taft LLP is serving as legal counsel.
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are serving as co-placement agents on the PIPE.
Investor Webcast Information
In connection with this announcement, management of Markforged and one will host an investor webcast to discuss the transaction on Wednesday, February 24, 2021 at 8:00 a.m. EST. The webcast can be accessed here. For those who wish to participate by telephone, please dial 1-877-407-9039 (U.S.) or 1-201-689-8470 (International) and reference the Conference ID 13716849. The conference call will be accompanied by a detailed investor presentation. A copy of the investor presentation can be found by accessing https://investors.markforged.com.