Nordson to buy KRG-backed Vention Medical AT for $705 mln

Nordson Corp has agreed to acquire KRG Capital-backed Vention Medical’s advanced technologies business for $705 million in cash. Morgan Stanley & Co. LLC is serving as financial adviser to Nordson on the deal. Salem, New Hampshire-based Vention AT is a maker of minimally invasive interventional delivery devices, catheters and advanced components for the medical technology market.

Correction: An earlier headline and report of this item misstated that Nordson is backed by KRG Capital. That information has been since corrected. 

PRESS RELEASE

WESTLAKE, Ohio–(BUSINESS WIRE)–Nordson Corporation (Nasdaq: NDSN) announced today that it has entered into a definitive agreement to acquire Vention Medical’s Advanced Technologies (Vention AT) business, a leading designer, developer and manufacturer of minimally invasive interventional delivery devices, catheters and advanced components for the global medical technology market, for $705 million in an all cash transaction.

Headquartered in Salem, New Hampshire, Vention AT reported sales of $150 million and EBITDA of $48 million for the trailing twelve months ended January 31, 2017. The transaction will be financed through cash and debt.

“We are extremely pleased to add a high quality, differentiated market leader in minimally invasive delivery devices and components to Nordson’s existing medical platform,” said Michael F. Hilton, Nordson President and Chief Executive Officer. “This acquisition aligns with the medical growth strategy we have consistently articulated, brings significant scale to what is already one of Nordson’s fastest growing businesses, and enhances strategically important capabilities including design and development, extrusion, complex medical tubing and balloon manufacturing, nitinol forming and other specialty material expertise. We see Vention AT as an ideal complement to our current offering of single-use fluid management components, biomaterial delivery devices, and high end cannula and tubing, and we are excited to bring our combined capabilities to the many leading medical OEM customers we share.” Vention AT employs approximately 775 people and will operate as part of Nordson’s Advanced Technology Systems segment.

Benefits of the Transaction
Adds scale in attractive and rapidly growing end markets: Offers leadership position in minimally invasive interventional delivery end markets that are growing at a high single digit rate.

Enhances strategic manufacturing and product capabilities: Adds design, development, prototyping and regulatory expertise; high end tubing, catheter and balloon manufacturing expertise; material expertise.

Expands product portfolio: Offers more than 20,000 SKUs to more than 1,500 customers with a significant portion of single use consumables that generate a steady stream of recurring revenue. Highly complementary to Nordson’s current offering of single-use fluid management components, biomaterial delivery devices, and high end cannula and tubing.

Expands applications and end markets served: Brings expertise in coronary/peripheral vascular, minimally invasive, structural heart, electrophysiology, urology, kyphoplasty and several other high growth therapeutic areas.

Delivers attractive financial benefits: Expected to accelerate Nordson top and bottom line growth and be accretive to EBITDA margins. Nordson expects $0.05 to $0.10 accretion to EPS in fiscal year 2017, including estimated purchase accounting charges.

Provides customer synergies: Deepens and expands Nordson’s exposure to large OEM’s and emerging innovators.

Selected cross-selling opportunities.

Provides presence in key medical regions: Footprint in Minneapolis, Ireland and Israel, among others.

Aligns with articulated acquisition strategy: Follows other successful Nordson acquisitions in the medical space including Value Plastics, Micromedics, LinkTech Quick Couplings and Avalon Catheters.

Further balances Nordson’s Advanced Technology Systems segment around less cyclical end markets.

Transaction Details and Advisors
Vention Medical is a portfolio company of KRG Capital Partners. Vention Medical consists of the Advanced Technologies (Vention AT) business and a separate Device Manufacturing Services (Vention DMS) business, a contract manufacturing operation not core to Nordson’s strategic direction. Nordson’s acquisition of Vention AT is expected to close during Nordson’s second fiscal quarter, pending customary regulatory clearances.

As is customary in transactions of this nature, certain information regarding Vention AT is subject to restrictions on disclosure until closing. Following the close of the transaction, additional financial information, including audited financial statements, will be provided by Nordson in its filings with the Securities and Exchange Commission.

Morgan Stanley & Co. LLC is serving as financial advisor to Nordson, and Jones Day is serving as a legal advisor.
Conference Call and Webcast for Investors

Nordson management will provide additional background on the Vention AT transaction and other recent fiscal year 2017 acquisitions at 8:30 am eastern on Tuesday, February 21 as part of the company’s previously scheduled first quarter results conference call and webcast. The conference call may be accessed by dialing US/Canada Toll-Free (877) 303-1593 or (973) 935-8149. Participants will need to specify Conference ID # 64914948. A webcast of the call may be accessed via Nordson’s website at www.nordson.com/investors.

A slide deck with additional information on Vention AT and other recent fiscal 2017 acquisitions is also available at www.nordson.com/investors.

About Nordson
Nordson Corporation engineers, manufactures and markets differentiated products and systems used to dispense, apply and control adhesives, coatings, polymers, sealants, biomaterials, and other fluids, to test and inspect for quality, and to treat and cure surfaces. These products are supported by application expertise and direct global sales and service. Nordson serves a wide variety of consumer non-durable, durable and technology end markets including packaging, nonwovens, electronics, medical, appliances, energy, transportation, construction, and general product assembly and finishing. Founded in 1954 and headquartered in Westlake, Ohio, the company has operations and support offices in nearly 40 countries. Visit Nordson on the web at www.nordson.com, www.twitter.com/Nordson_Corp or www.facebook.com/nordson.