Item 8.01 Other Events.
Merger Agreement
As previously announced, on August 26, 2020, Trine Acquisition Corp., a Delaware
corporation ("Trine") entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and among Trine, Sparrow Merger Sub, Inc., a wholly owned
subsidiary of Trine ("Merger Sub"), and Desktop Metal, Inc. ("Desktop Metal").
Pursuant to the terms of the Merger Agreement, a business combination between
Trine and Desktop Metal will be effected through the merger of Merger Sub with
and into Desktop Metal, with Desktop Metal surviving the merger as a wholly
owned subsidiary of Trine (the "Merger").
Trine filed with the Securities and Exchange Commission (the "SEC") a
registration statement on Form S-4 on September 15, 2020, which was subsequently
amended and declared effective by the SEC on November 10, 2020 (the "Form S-4"),
which includes a document that serves as a proxy statement and prospectus of
Trine and a consent solicitation statement of Desktop Metal (the "proxy
statement/consent solicitation statement/prospectus") in connection with the
Merger. As is common in transactions of this type, lawsuits have been filed by
purported stockholders challenging the completeness and accuracy of the
disclosures in the Form S-4 and seeking to compel additional disclosures prior
to a shareholders meeting and/or closing of the transaction.
The supplemental disclosures contained below should be read in conjunction with
the proxy statement/consent solicitation statement/prospectus, which is
available on the Internet site maintained by the SEC at http://www.sec.gov,
along with periodic reports and other information Trine files with the SEC. To
the extent that the information set forth herein differs from or updates
information contained in the proxy statement/consent solicitation
statement/prospectus, the information set forth herein shall supersede or
supplement the information in the proxy statement/consent solicitation
statement/prospectus. All page references are to pages in the proxy
statement/consent solicitation statement/prospectus, and terms used below,
unless otherwise defined, have the meanings set forth in the proxy
statement/consent solicitation statement/prospectus.
Litigation Related to the Merger
Following the filing of the proxy statement/consent solicitation
statement/prospectus, two lawsuits were filed in the United States District
Court for the Southern District of New York making similar allegations: Waqqad
v. Trine Acquisition Corp., et al., No. 1:20-cv-10056, filed on December 1,
2020; and Peay v. Trine Acquisition Corp. et al., No. 1:20-cv-10137, filed on
December 2, 2020.
Trine and Desktop Metal believe that these actions are without merit and no
supplemental disclosures are required under applicable law. However, to
eliminate the burden, expense, and uncertainties inherent in such litigation,
and without admitting any liability or wrongdoing, Trine and Desktop Metal are
voluntarily making certain supplemental disclosures to the proxy
statement/consent solicitation statement/prospectus, set forth below. Nothing in
these supplemental disclosures shall be deemed an admission of the legal
necessity or materiality under applicable law of any of the disclosures set
forth herein. Trine and Desktop Metal, as applicable, specifically deny all
allegations in the foregoing complaints, including that any additional
disclosure was or is required. Trine and Desktop Metal also note that the
Desktop Metal financial projections included in the supplemental disclosure
below were previously included in the investor presentation filed by Trine
pursuant to SEC Rule 425 filed on August 26, 2020 (File No. 001-38835),
following the announcement of the Merger.
Supplemental Proxy Statement/Consent Solicitation Statement/Prospectus
Disclosures
The following disclosure supplements the table at the top of page 183 of the
proxy statement/consent solicitation statement/prospectus:
Forecast Year Ended December 31,
(USD in millions) 2020E 2021E 2022E 2023E 2024E 2025E
Cash Flow from Operations $ (77.9 ) $ (25.6 ) $ (3.7 ) $ 33.2 $ 110.7 $ 240.5
Capital Expenditures $ (3.2 ) $ (6.0 ) $ (7.0 ) $ (8.0 ) $ (10.0 ) $ (10.0 )
Free Cash Flow
$ (81.1 ) $ (31.6 ) $ (10.7 ) $ 25.2 $ 100.7 $ 230.5
The financial measures set forth above, as well as estimated Revenue, Gross
Profit and Adjusted EBIDA for 2020 through 2025, do not include estimated public
company-related costs of approximately $6 million per year.
The following disclosure supplements the paragraph beginning with "In late June
2020" on page 184 of the proxy statement/consent solicitation
statement/prospectus:
"Prior to the execution of the engagement letter, Desktop Metal had no
historical relationship with Credit Suisse (other than informal ordinary course
discussions with representatives from Credit Suisse (and other investment banks)
from time to time regarding publicly available general updates with respect to
Desktop Metal's business and general equity market conditions)."
The following disclosure supplements the paragraph beginning with "Later on
August 7, 2020" on page 187 of the proxy statement/consent solicitation
statement/prospectus:
"Prior to the execution of the engagement letter, Trine had no historical
relationship with Credit Suisse."
The first paragraph on page 188 is supplemented by replacing it in its entirety
with the following:
"On August 9, 2020, representatives of Trine contacted BTIG, LLC ("BTIG") and
Cantor Fitzgerald & Co. ("Cantor"), underwriters in Trine's IPO, to inform them
of the Letter Agreement and the potential business combination transaction
between Trine and Desktop Metal. While BTIG and Cantor had served as
underwriters in Trine' IPO, neither BTIG nor Cantor served as a financial
advisor in respect of the Business Combination."
The following disclosure supplements the paragraph beginning with "No
compensation of any kind" on page 267 of the proxy statement/consent
solicitation statement/prospectus:
"HPS participated as a Subscriber in the PIPE but did not receive a fee from
Trine in connection with its role as a Subscriber in the PIPE."
* * *
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication is being made in respect of the proposed merger transaction
involving Trine and Desktop Metal. Trine has filed a registration statement on
Form S-4 with the SEC, which includes a proxy statement of Trine, a consent
solicitation statement of Desktop Metal and a prospectus of Trine, and each
party has filed other documents regarding the proposed transaction with the SEC.
A definitive proxy statement/consent solicitation statement/prospectus has also
be sent to the stockholders of Trine and Desktop Metal, seeking any required
stockholder approval. Before making any voting or investment decision, investors
and security holders of Trine and Desktop Metal are urged to carefully read the
entire registration statement and proxy statement/consent solicitation
statement/ prospectus and any other relevant documents filed with the SEC, as
well as any amendments or supplements to these documents, because they will
contain important information about the proposed transaction. The documents
filed by Trine with the SEC may be obtained free of charge at the SEC's website
at www.sec.gov. In addition, the documents filed by Trine may be obtained free
of charge from Trine at www.Trineac.com. Alternatively, these documents can be
obtained free of charge from Trine upon written request to Trine Acquisition
Corp., 405 Lexington Avenue, 48th Floor, New York, New York 10174, Attn:
Secretary, or by calling (212) 503-2855.
Trine, Desktop Metal and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the stockholders of Trine, in favor of the approval of the Merger. Information
regarding Trine's directors and executive officers is contained in the proxy
statement/consent solicitation statement/prospectus. Additional information
regarding the interests of those participants, the directors and executive
officers of Desktop Metal and other persons who may be deemed participants in
the transaction may be obtained by reading the registration statement and the
proxy statement/consent solicitation statement/prospectus and other relevant
documents filed with the SEC. Free copies of these documents may be obtained as
described in the preceding paragraph.
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of any securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such other jurisdiction.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 including, but not limited to,
Trine's and Desktop Metal's expectations or predictions of future financial or
business performance or conditions. Forward-looking statements are inherently
subject to risks, uncertainties and assumptions. Generally, statements that are
not historical facts, including statements concerning our possible or assumed
future actions, business strategies, events or results of operations, are
forward-looking statements. These statements may be preceded by, followed by or
include the words "believes," "estimates," "expects," "projects," "forecasts,"
"may," "will," "should," "seeks," "plans," "scheduled," "anticipates" or
"intends" or similar expressions. Such forward-looking statements involve risks
and uncertainties that may cause actual events, results or performance to differ
materially from those indicated by such statements. Certain of these risks are
identified and discussed in the Form S-4 under "Risk Factors" and in Trine's
Form 10-K for the year ended December 31, 2019 under Risk Factors in Part I,
Item 1A. These risk factors will be important to consider in determining future
results and should be reviewed in their entirety. These forward-looking
statements are expressed in good faith, and Trine and Desktop Metal believe
there is a reasonable basis for them. However, there can be no assurance that
the events, results or trends identified in these forward-looking statements
will occur or be achieved. Forward-looking statements speak only as of the date
they are made, and neither Trine nor Desktop Metal is under any obligation, and
expressly disclaim any obligation, to update, alter or otherwise revise any
forward-looking statement, whether as a result of new information, future events
or otherwise, except as required by law. Readers should carefully review the
statements set forth in the reports, which Trine has filed or will file from
time to time with the SEC.
In addition to factors previously disclosed in Trine's reports filed with the
SEC and those identified elsewhere in this communication, the following factors,
among others, could cause actual results to differ materially from
forward-looking statements or historical performance: ability to meet the
closing conditions to the Merger, including approval by stockholders of Trine
and Desktop Metal on the expected terms and schedule and the risk that
regulatory approvals required for the Merger are not obtained or are obtained
subject to conditions that are not anticipated; delay in closing the Merger;
failure to realize the benefits expected from the proposed transaction; the
effects of pending and future legislation; risks related to disruption of
management time from ongoing business operations due to the proposed
transaction; business disruption following the transaction; risks related to the
impact of the COVID-19 pandemic on the financial condition and results of
operations of Trine and Desktop Metal; risks related to Trine's or Desktop
Metal's indebtedness; other consequences associated with mergers, acquisitions
and divestitures and legislative and regulatory actions and reforms; risks of
the highly competitive nature of the additive manufacturing industry and the
need to consistently innovate to effectively respond to the changing needs to
product developers and engineers; the risks of failure to meet customers'
quality specifications; the risks of being unable to successfully commercialize
products under development; the risks of being unable to introduce new 3D
printers, high-performance systems and consumables acceptable to customers or to
improve the technology, software or consumables used in Desktop Metal's current
systems in response to changing technology and end-user needs; the risks of
product mix shifting too far into lower margin products, and reducing Desktop
Metal's profitability; the risks of demand for Desktop Metal's products not
increasing adequately or as anticipated .
Any financial projections in this communication are forward-looking statements
that are based on assumptions that are inherently subject to significant
uncertainties and contingencies, many of which are beyond Trine's and Desktop
Metal's control. While all projections are necessarily speculative, Trine and
Desktop Metal believe that the preparation of prospective financial information
involves increasingly higher levels of uncertainty the further out the
projection extends from the date of preparation. The assumptions and estimates
underlying the projected results are inherently uncertain and are subject to a
wide variety of significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially from those
contained in the projections. The inclusion of projections in this communication
should not be regarded as an indication that Trine and Desktop Metal, or their
representatives, considered or consider the projections to be a reliable
prediction of future events.
Annualized, pro forma, projected and estimated numbers are used for illustrative
purpose only, are not forecasts and may not reflect actual results.
This communication is not intended to be all-inclusive or to contain all the
information that a person may desire in considering an investment in Trine and
is not intended to form the basis of an investment decision in Trine. All
subsequent written and oral forward-looking statements concerning Trine and
Desktop Metal, the proposed transaction or other matters and attributable to
Trine and Desktop Metal or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
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