ATRI - Atrion Corporation Enters Into Merger Agreement with Nordson Corporation | Benzinga
ALLEN, Texas, May 28, 2024 (GLOBE NEWSWIRE) -- Atrion Corporation (NASDAQ:ATRI), a developer and manufacturer of products primarily for medical applications, today announced that it has entered into an agreement and plan of merger with Nordson Corporation pursuant to which Nordson will acquire Atrion for $460 per share in cash, representing a total equity value of approximately $815 million. The transaction enterprise value reflects a multiple of 20.2 times Atrion's 2023 EBITDA, and the $460 per share price represents a 15% premium to Atrion's 90-day average daily volume-weighted average stock price.
The proposed transaction was unanimously approved by the Boards of Directors of Atrion and Nordson. David Battat, President and CEO of Atrion said, "The multiple of over twenty times Atrion's 2023 EBITDA reflects the substantial value of the business my co-workers have worked so hard to build. I am immensely proud of our team, and I believe Nordson is a great home to continue to grow our business and to advance our people and products."
Completion of the proposed transaction is expected in the third quarter of 2024, subject to the satisfaction of customary closing conditions, including the receipt of customary regulatory clearances and approvals. Three of Atrion's largest stockholders, holding approximately 22% of Atrion's outstanding shares, have entered into voting and support agreements with Nordson under which they have agreed, on customary terms and conditions, to vote all their Atrion shares in favor of the proposed transaction.
Truist Securities is acting as the exclusive financial advisor to Atrion on the transaction, and A&O Shearman is acting as legal counsel to Atrion.
Transaction Details
Under the terms of the merger agreement, a wholly owned subsidiary of Nordson will merge into Atrion, with Atrion as the surviving corporation, and each outstanding share of Atrion common stock will be converted into the right to receive $460 per share. The merger is subject to the satisfaction of customary closing conditions, including the approval of the holders of a majority of the outstanding shares of Atrion's common stock.
About Atrion Corporation
Atrion Corporation develops and manufactures products primarily for medical applications. Atrion's website is www.atrioncorp.com.
Forward-Looking Statements
Statements in this press release that are forward looking are based upon current expectations, and actual results or future events may differ materially. Therefore, the inclusion of such forward-looking information should not be regarded as a representation by us that our objectives or plans will be achieved. Such statements include, but are not limited to, statements regarding the financial and business impact and anticipated benefits of the transaction, the closing of the transaction and the timing thereof, business plans and strategy, product launches and product performance and impact. Words such as "expects," "believes," "anticipates," "intends," "should," "plans," and variations of such words and similar expressions are intended to identify such forward-looking statements.
Forward-looking statements contained herein involve numerous risks and uncertainties, including the risk factors described in Part I, Item 1A. Risk Factors in our most recent Annual Report on Form 10-K and the specific risk factors discussed herein and ...