Nordson Corp Files 8-K for Material Definitive Agreement

TL;DR

Nordson Corp just signed a big deal, filing an 8-K. Details to come.

AI Summary

On May 28, 2024, Nordson Corporation entered into a Material Definitive Agreement. The filing also includes financial statements and exhibits related to this agreement. Specific details of the agreement, including parties involved and financial terms, are not fully disclosed in the provided text but are indicated as material.

Why It Matters

This filing signals a significant business transaction for Nordson Corporation, potentially impacting its future operations, financial performance, and stock value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could involve significant financial commitments or strategic shifts, but the lack of specific details makes the immediate risk level uncertain.

Key Players & Entities

• Nordson Corporation (company) — Registrant
• May 28, 2024 (date) — Date of earliest event reported
• 28601 Clemens Road (address) — Principal executive offices
• Westlake, Ohio (location) — Principal executive offices location
• 44145 (zip_code) — Principal executive offices zip code

FAQ

Key Financial Figures

• $0.10 — anding share of common stock, par value $0.10 per share, of Atrion (the "Common Stock
• $460.00 — t to receive an amount in cash equal to $460.00 per share of Common Stock, without inte
• $20,000,000 — e obligated to pay a termination fee of $20,000,000 in cash to Nordson if the Merger Agreem
• $40,725,000 — o pay to Atrion a one-time fee equal to $40,725,000 in cash, if the Merger Agreement is ter

Filing Documents

• d816726d8k.htm (8-K) — 66KB
• d816726dex21.htm (EX-2.1) — 492KB
• d816726dex22.htm (EX-2.2) — 61KB
• d816726dex23.htm (EX-2.3) — 60KB
• 0001193125-24-148409.txt ( ) — 968KB
• ndsn-20240528.xsd (EX-101.SCH) — 3KB
• ndsn-20240528_lab.xml (EX-101.LAB) — 17KB
• ndsn-20240528_pre.xml (EX-101.PRE) — 11KB
• d816726d8k_htm.xml (XML) — 3KB

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of May 28, 2024, by and among Nordson Corporation, Alpha Medical Merger Sub, Inc. and Atrion Corporation 2.2 Voting and Support Agreement, dated as of May 28, 2024, by and among Nordson Corporation, Montclair Harbour LLC, David A. Battat and Emile A. Battat 2.3 Voting and Support Agreement, dated as of May 28, 2024, by and among Nordson Corporation, Stupp Bros., Inc. and John P. Stupp Jr. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request. 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 S

Forward-Looking Statements

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, assumpti

View Full Filing

View this 8-K filing on SEC EDGAR