Nano Dimension Ltd. and Infinite Epigenetics, Inc. Business Combination Term Sheet

Nano Dimension Ltd. has entered into a non-binding term sheet with Infinite Epigenetics, Inc. for a proposed business combination. Infinite Epigenetics is an AI-powered preventive health and diagnostics company. The transaction is valued at $890 million for Infinite Epigenetics. Nano Dimension shareholders are expected to retain a meaningful minority ownership in the combined company, with Nano Dimension's valuation based on its net cash plus a 20% premium, plus the valuation of its remaining assets. The combined company is expected to operate under the Infinite Epigenetics name and retain the Nasdaq listing. The term sheet includes a 30-day exclusivity period. If a definitive agreement is not reached by Nano's next Extraordinary General Meeting, Nano Dimension may be required to reimburse Infinite Epigenetics for certain expenses up to $3 million. The transaction is subject to due diligence, definitive agreement negotiation, board and shareholder approvals, regulatory approvals, and other customary conditions.