- Expands Nordson MEDICAL’s total addressable market
- Highly complementary with Nordson’s customer base and core
competencies
- Broadens Nordson’s exposure to higher-growth and stable medical
end markets
- Nordson to host investor call at 8:30 a.m. ET today
Nordson Corporation (Nasdaq: NDSN) today announced that it has
entered into a definitive agreement to acquire Atrion Corporation
(Nasdaq: ATRI), a leader in proprietary medical infusion fluid
delivery and niche cardiovascular solutions, for $460.00 per share
in cash. This reflects a valuation of 15X Atrion’s 2024 full-year
estimated EBITDA, inclusive of synergies Nordson expects to
generate in the first two years of its ownership. The acquisition
expands Nordson’s medical portfolio into new markets and therapies,
supported by long-term secular growth trends.
Sundaram Nagarajan, president and chief executive officer of
Nordson Corporation, said, “Over nearly 15 years, Nordson has built
a strong medical portfolio through organic and acquisitive growth.
This attractive end market has several long-term secular growth
drivers, including aging of the population, increasing healthcare
spending and procedures, adopting of minimally-invasive surgical
techniques, continuing innovation and medical OEM outsourcing. We
have long admired Atrion’s technology portfolio, and today’s
announcement represents a step forward in expanding our medical
offerings for our customers. Leveraging our NBS Next growth
framework and medical business expertise, we see significant
operational synergies, while supporting the long-term growth of the
business.”
Headquartered in Allen, Texas, Atrion is a manufacturer of
proprietary medical products, generating approximately $169 million
in annual revenue in 2023. Established in 1944, Atrion supports
customers globally through three specialized FDA registered
manufacturing facilities located in the United States. Atrion's
portfolio consists of three key businesses that will significantly
expand Nordson’s addressable market in infusion and cardiovascular
therapies:
- Halkey Roberts is a leader in infusion fluid delivery
solutions, including single-use OEM medical components such as
swabable and pressure relief valves.
- Atrion Medical is a leading provider of OEM interventional
inflation devices for balloon catheterization, stent deployment and
fluid delivery in structural heart, ENT and GI procedures.
- Quest Medical’s highly differentiated myocardial protection
devices and single-use consumables deliver real-time precise drug
administration during cardiovascular surgery.
Stephen Lovass, executive vice president, Nordson Medical and
Fluid Solutions segment, added, “In addition to its strong product
and patent portfolios, Atrion’s highly talented organization, as
well as its three FDA registered design and manufacturing
facilities, will be important additions to Nordson MEDICAL. We look
forward to being able to offer our medical customers a more
comprehensive offering of solutions.”
The $460.00 per share in cash price for Atrion represents a
total transaction enterprise value of approximately $800 million.
The transaction is expected to close prior to Nordson’s fiscal
year-end 2024, pending applicable regulatory and stockholder
approvals and will be funded through a combination of cash on hand
and newly issued financial debt.
Morgan Stanley & Co. LLC acted as exclusive financial
advisor and Davis Polk & Wardwell LLP acted as legal advisor to
Nordson Corporation.
Conference Call / Webcast
Nordson will host a conference call to discuss the acquisition
at 8:30 am ET today.
Date: May 28, 2024 Time: 8:30 AM ET Link to
listen: https://events.q4inc.com/attendee/535176409
Investors who are interested in listening to the webcast, but
are not able to participate during the scheduled time, can access
the replay by visiting Nordson’s investor website.
About Nordson
Nordson Corporation is an innovative precision technology
company that leverages a scalable growth framework through an
entrepreneurial, division-led organization to deliver top tier
growth with leading margins and returns. The Company’s direct sales
model and applications expertise serves global customers through a
wide variety of critical applications. Its diverse end market
exposure includes consumer non-durable, medical, electronics and
industrial end markets. Founded in 1954 and headquartered in
Westlake, Ohio, the Company has operations and support offices in
over 35 countries. Visit Nordson on the web at www.nordson.com,
www.twitter.com/Nordson_Corp or www.facebook.com/nordson.
Additional Information and Where to Find It
Atrion Corporation (“Atrion”) expects to file with the
Securities and Exchange Commission (“SEC”) and furnish to its
stockholders a proxy statement on Schedule 14A (the “Proxy
Statement”), as well as other relevant documents regarding the
transactions contemplated by the Agreement and Plan of Merger (the
“Agreement”), dated as of May 28, 2024, by and among Atrion,
Nordson Corporation (“Nordson”), and Alpha Medical Merger Sub, Inc.
(the “Transaction”). The information to be included in the
preliminary Proxy Statement will not be complete and may be
changed. After filing its definitive Proxy Statement with the SEC,
Atrion will mail its definitive Proxy Statement and a proxy card to
Atrion’s stockholders entitled to vote at a special meeting
relating to the Transaction, seeking their approval of the
applicable Transaction-related proposals. The Proxy Statement will
contain important information about the Transaction and related
matters. This communication is not a substitute for the Proxy
Statement Atrion plans to file with the SEC in connection with the
Transaction.
INVESTORS AND SECURITY HOLDERS OF ATRION ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE, AS WELL AS OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE
INTO THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO SUCH DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT ATRION, NORDSON, THE TRANSACTION AND THE OTHER TRANSACTIONS
CONTEMPLATED BY THE AGREEMENT THAT HOLDERS OF ATRION’S SECURITIES
SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING VOTING.
Investors and security holders will be able to obtain free
copies of the Proxy Statement and other documents filed with the
SEC when available without charge through the website maintained by
the SEC at www.sec.gov or, in the case of documents filed by
Atrion, from Atrion’s website
https://atrioncorp.com/investor-relations/ or, in the case of
documents filed by Nordson, by directing a request to Lara Mahoney,
Vice President, Investor Relations and Corporate Communications at
lara.mahoney@nordson.com, or by calling (440) 204-9985, or from
Nordson’s website
https://investors.nordson.com/overview/default.aspx.
Participants in the Solicitation
Atrion, Nordson and certain of their respective directors,
executive officers and employees may be deemed to be participants
in the solicitation of proxies from Atrions stockholders in
connection with the Transaction.
Information regarding the persons who may, under the rules of
the SEC, be deemed participants in the solicitation of proxies in
connection with the Transaction, including a description of their
direct or indirect interests in the Transaction, by security
holdings or otherwise, will be set forth in the Proxy Statement(s)
and other relevant materials related to the Transaction when they
are filed with the SEC.
Information regarding Atrion’s directors and executive officers
is contained in the sections entitled “Election of Directors” and
“Securities Ownership” included in Atrion’s proxy statement for the
2024 annual meeting of stockholders, which was filed with the SEC
on April 9, 2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/701288/000110465924044922/tm242747d4_def14a.htm)
and in the section entitled “Directors, Executive Officers and
Corporate Governance” included in Atrion’s Annual Report on Form
10-K for the year ended December 31, 2023, which was filed with the
SEC on February 29, 2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/701288/000165495424002411/atri_10k.htm).
Information regarding Nordson’s directors and executive officers
is contained in the sections entitled “Election of Directors” and
“Security Ownership of Nordson Common Shares by Certain Beneficial
Owners and Management” included in Nordson’s proxy statement for
its 2024 annual meeting of stockholders, filed with the SEC on
January 19, 2024 (and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/72331/000119312524010767/d482491ddef14a.htm),
in the section entitled “Information About Our Executive Officers”
included in Nordson’s Annual Report on Form 10-K for the year ended
October 31, 2023, which was filed with the SEC on December 20, 2023
(and which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/72331/000007233123000242/ndsn-20231031.htm),
in Nordson’s Form 8-K filed on August 24, 2023 (and which is
available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000072331/000007233123000150/ndsn-20230823.htm),
in Nordson’s Form 8-K filed on January 16, 2024 (and which is
available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000072331/000007233124000019/ndsn-20240116.htm),
in Nordson’s Form 8-K filed on February 14, 2024 (and which is
available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000072331/000007233124000030/ndsn-20240214.htm),
and in Nordson’s Form 8-K filed on April 23, 2024 (and which is
available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000072331/000007233124000057/ndsn-20240423.htm).
To the extent holdings of Nordson securities by the directors and
executive officers of Nordson have changed from the amounts of
securities of Nordson held by such persons as reflected therein,
such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. These documents can be
obtained free of charge from the sources indicated above.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements present current forecasts and estimates of future
events. These statements do not strictly relate to historical or
current results and can be identified by words such as
“anticipate,” “appear,” “assume,” “believe,” “estimate,” “expect,”
“forecast,” “intend,” “likely,” “may,” “plan,” “project,” “seek,”
“should,” “strategy,” “will,” “can,” “could,” “predict,” “future,”
“potential,” “look,” “build,” “focus,” “create,” “work,”
“continue,” “target,” “poised,” “advance,” “drive,” “aim,”
“approach,” “seek,” “schedule,” “position,” “pursue,” “progress,”
“budget,” “outlook,” “trend,” “guidance,” “commit,” “on track,”
“objective,” “goal,” “opportunity,” “ambitions,” “aspire” and
variations of negatives of such terms or variations thereof. Other
words and terms of similar meaning or import in connection with any
discussion of future plans, actions, events or operating, financial
or other performance identify forward-looking statements.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements regarding
the Agreement and the Transaction, including the expected time
period to consummate the Transaction, the anticipated benefits
(including synergies) of the Transaction and integration and
transition plans, opportunities, anticipated future performance,
expected share buyback programs and expected dividends. All such
forward-looking statements are based upon current plans, estimates,
expectations and ambitions that are subject to risks,
uncertainties, assumptions and other factors, many of which are
beyond the control of Atrion and Nordson, that could cause actual
results to differ materially from the results projected in such
forward-looking statements. These risks, uncertainties, assumptions
and other factors include, without limitation: statements regarding
the expected timing and structure of the Transaction; the ability
of the parties to complete the Transaction; the expected benefits
of the Transaction, such as improved operations, enhanced revenues
and cash flow, synergies, growth potential, market profile,
business plans, expanded portfolio and financial strength; the
timing, receipt and terms and conditions of any required
governmental and regulatory approvals of the Transaction; the
ability of Nordson to successfully integrate the operations of
Atrion and to achieve expected synergies, cost reductions and/or
productivity improvements, including the risk that problems may
arise which may result in the combined company not operating as
effectively and efficiently as expected; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Agreement; the possibility that Atrion’s
shareholders may not approve the Transaction; the risk that the
anticipated tax treatment of the Transaction is not obtained; the
risk that the parties may not be able to satisfy the conditions to
the Transaction in a timely manner or at all; risks related to
disruption of management time from ongoing business operations due
to the Transaction; the risk that any announcements relating to the
Transaction could have adverse effects on the market price of
Atrion’s or Nordson’s common shares; the risk that the Transaction
and its announcement could have an adverse effect on the parties’
business relationships and businesses generally, including the
ability of Atrion and Nordson to retain customers and retain and
hire key personnel and maintain relationships with their suppliers
and customers, and on their operating results and businesses
generally; unexpected future capital expenditures; potential
litigation relating to the Transaction that could be instituted
against Atrion and/or Nordson or their respective directors and/or
officers; third party contracts containing material consent,
anti-assignment, transfer or other provisions that may be related
to the Transaction which are not waived or otherwise satisfactorily
resolved; the competitive ability and position of Nordson following
completion of the Transaction; legal, economic and regulatory
conditions; and any assumptions underlying any of the foregoing;
demand for Atrion and Nordson products; industry and economic
conditions including, but not limited to, supply chain disruptions,
recessionary conditions, inflationary pressures, interest rate and
financial market volatility and the viability of banks and other
financial institutions; availability and cost of energy and raw
materials; levels of global industrial production; competitive and
pricing factors; relationships with key customers and customer
concentration in certain areas; issues related to acquisitions,
divestitures and joint ventures or expansions; various events that
could disrupt operations, including climate change, weather
conditions and storm activity such as droughts, floods, avalanches
and earthquakes, cybersecurity attacks, security threats and
governmental response to them, and technological changes;
legislation and related regulations or interpretations, in the
United States or elsewhere; domestic and international economic and
political conditions, policies or other governmental actions, as
well as war, political unrest, civil disturbance and acts of
terror; changes to tariff, trade or investment policies or laws or
trade agreements; changes in tax law; uninsured losses, including
those from natural disasters, catastrophes, pandemics, theft or
sabotage; environmental, product-related or other legal and
regulatory unforeseen or unknown liabilities, proceedings or
actions; research and development activities and intellectual
property protection; issues involving implementation and protection
of information technology systems; foreign exchange and commodity
price fluctuations; levels of indebtedness; liquidity and the
availability and cost of credit; rating agency actions and Atrion’s
and Nordson’s ability to access short- and long-term debt markets
on a timely and affordable basis; the level of fixed costs required
to run Atrion’s and Nordson’s businesses; levels of goodwill or
other indefinite-lived intangible assets; labor disputes or
shortages, changes in labor costs and labor difficulties; effects
of industry, market, economic, legal or legislative, political or
regulatory conditions outside of Atrion’s or Nordson’s control; and
other factors detailed from time to time in Atrion’s and Nordson’s
SEC filings.
All forward-looking statements in this communication should be
considered in the context of the risks and other factors described
above and in the specific factors discussed under the heading “Risk
Factors” in both Atrion’s and Nordson’s most recent Annual Report
on Form 10-K filed with the SEC, in each case as these risk factors
are amended or supplemented by subsequent Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, which will be incorporated by
reference into the Proxy Statement. Atrion’s reports that are filed
with the SEC are available on Atrion’s website at
https://atrioncorp.com/investor-relations/ and on the SEC’s website
at http://www.sec.gov, and Nordson’s reports that are filed with
the SEC are available on Nordson’s website at
https://investors.nordson.com/overview/default.aspx and on the SEC
website at http://www.sec.gov. Any forward-looking statements speak
only as of the date the statement is made and neither Atrion nor
Nordson undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. It is not
possible to identify all of the risks, uncertainties and other
factors that may affect future results. In light of these risks and
uncertainties, the forward-looking events and circumstances
discussed herein may not occur and actual results may differ
materially from those anticipated or implied in the forward-looking
statements. Accordingly, readers are cautioned not to place undue
reliance on any forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240527809373/en/
Lara Mahoney Vice President, Investor Relations & Corporate
Communications 440.204.9985 Lara.Mahoney@nordson.com
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