Nordson Medical Corporation entered into an agreement to acquire Atrion Corporation (NasdaqGS:ATRI) for approximately $810 million on May 28, 2024. Nordon will pay $460 per share in cash. The transaction will be funded through a combination of cash on hand and newly issued financial debt. In case of termination of the transaction under certain circumstances, Atrion would be required to pay a termination fee of $20 million and Nordson may required to pay a termination fee of $40.725 million under certain circumstances. The proposed transaction was unanimously approved by the Boards of Directors of Atrion and Nordson. The transaction is subject to the satisfaction of customary closing conditions, including the receipt of customary regulatory clearances, waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and approval of the holders of a majority of the outstanding shares of Atrion?s common stock. Completion of the proposed transaction is expected in the third quarter of 2024 or expected to close by end of fiscal 2024.

Truist Securities, Inc. acted as the exclusive financial advisor and fairness opinion provider to Atrion on the transaction, and Clare O?Brien and Derrick Lott of Allen & Overy LLP acted as legal counsel to Atrion. Morgan Stanley & Co. LLC acted as financial advisor and James P. Dougherty and Shanu Bajaj of Davis Polk & Wardwell LLP acted as legal advisor to Nordson Corporation. Stuart Rogers of Alston & Bird LLP acted as legal advisors to Morgan Stanley & Co. LLC.