Current Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | July 15, 2011 |
Nordson Corporation
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(Exact name of registrant as specified in its charter)
| Ohio | 0-7977 | 34-0590250 |
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_____________________
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 28601 Clemens Road, Westlake, Ohio | 44145 | |
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(Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: | 440-892-1580 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On July 15, 2011, Nordson Corporation ("Nordson") entered into a Stock Purchase Agreement (the "Purchase Agreement") with VP Acquisition Holdings, Inc., a Delaware corporation ("Value Plastics"), the securityholders of Value Plastics, Inc. (the "Sellers") and American Capital, Ltd., in its capacity as the securityholder representative (the "Securityholder Representative"), pursuant to which Nordson agreed to acquire all of the capital stock of Value Plastics (the "Acquisition"). Value Plastics is a designer and manufacturer of highly engineered, disposable, fluid connection components used in mission-critical flow control applications for the health-care and medical device markets. The Acquisition is expected to be consummated in the third calendar quarter of 2011.
Under the Purchase Agreement, Nordson will acquire Value Plastics on a cash free and debt free basis for an aggregate purchase price of $250,000,000, subject to certain adjustments (including a customary working capital adjustment) (the "Purchase Price"). Nordson expects to draw down a portion of its $400,000,000 unsecured credit facility to pay the Purchase Price.
The Purchase Agreement contains customary representations, warranties and covenants made by Nordson, Value Plastics and the Sellers. Subject to certain exceptions, the representations and warranties of Value Plastics and the Sellers survive until April 30, 2012. Specified fundamental representations and warranties, such as organization and title to assets, survive indefinitely. Representations and warranties relating to taxes and employee benefits survive until the date that is 90 days after the expiration of the statute of limitations. Indemnification claims are generally capped at $12,500,000, except for indemnification claims relating to the breach of certain fundamental representations and warranties, the breach of certain representations and warranties relating to taxes and employee benefits and fraud and the intentional and knowing breach of certain limited covenants, which are capped at the Purchase Price. Indemnification claims are also subject to a $50,000 individual and $2,500,000 aggregate threshold.
This Agreement may be terminated at any time prior to the Closing by the mutual written consent of Nordson and the Securityholder Representative, by Nordson or the Securityholder Representative upon a material breach of the Purchase Agreement (subject to certain customary limitations) and by Nordson or the Securityholder Representative if the transactions contemplated by the Purchase Agreement have not been consummated on or before September 13, 2011 (subject to certain customary limitations). The closing of the Acquisition is subject to certain customary closing conditions and the expiration of any applicable waiting periods under competition laws, including, without limitation, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
This Current Report on Form 8-K and the exhibits furnished herewith contain forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, without limitation, statements with respect to the Nordson’s planned acquisition of Value Plastics. These forward-looking statements include statements regarding expectations as to the completion of the Acquisition and the other transactions contemplated by the Purchase Agreement. The forward-looking statements contained herein involve risks, uncertainties and assumptions that could cause actual results to differ materially from those referred to in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. Factors that could cause actual results to materially differ include that Nordson’s planned acquisition of Value Plastics is subject to conditions which may not be satisfied, in which event the Acquisition may not close. More information about Nordson and risks related to Nordson’s business are detailed in Nordson’s most recently filed Quarterly Report on Form 10-Q and other reports filed with the Securities and Exchange Commission under the headings "Risk Factors" and "Safe Harbor Statements Under The Private Securities Litigation Reform Act of 1995." Nordson undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 9.01 Financial Statements and Exhibits.
99.1 Press release of Nordson Corporation dated July 20, 2011.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nordson Corporation | ||||
| July 20, 2011 | By: |
Robert E. Veillette
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| Name: Robert E. Veillette | ||||
| Title: Vice President, General Counsel and Secretary | ||||
Exhibit Index
Exhibit No.
Description
Press release of Nordson Corporation dated July 20, 2011
Nordson Corporation
28601 Clemens Road
Westlake, Ohio 44145 USA
FOR RELEASE:
CONTACT:
James R. Jaye
Director, Communications & Investor Relations
440.414.5639
Jim.Jaye@nordson.com
Nordson Corporation Announces Agreement to Acquire Value Plastics, Inc.
| • | Highly profitable growth company expands Nordson’s position in global medical markets |
| • | Best-in-class margins enhance Nordson’s high quality financial profile |
| • | Transaction expected to be accretive within the first twelve months post-acquisition |
| • | Value Plastics will operate as part of Nordson’s Advanced Technology Systems segment |
Westlake, Ohio, USA – July 20, 2011 — Nordson Corporation (Nasdaq: NDSN) today announced it has entered into a definitive agreement to acquire Value Plastics, Inc., (“Value Plastics”), a leading designer and manufacturer of precision engineered, plastic molded, single-use fluid connection components used primarily in critical flow control applications for healthcare and medical device markets. Headquartered in Fort Collins, Colorado, Value Plastics employs approximately 75 people. The transaction is expected to close during Nordson’s fourth fiscal quarter.
“Value Plastics has generated outstanding growth over an extended period by providing differentiated, single-use, precision molded plastic components that are delivered through a highly efficient sales process and supported by exceptional customer service. This model represents the same highly successful approach that we employ within our Nordson EFD product line today,” said Nordson President and CEO Michael F. Hilton. “In addition, Value Plastics supports Nordson’s strategic objective of building upon our medical and life sciences platform and complements our existing growing positions in biomaterial delivery devices and medical device assembly. Value Plastics is an ideal addition to the Nordson portfolio, where our global reach and infrastructure will provide opportunities to leverage the business’ profitable growth beyond its primary domestic markets served and into general industrial markets. In line with this strategy, Value Plastics will operate as part of Nordson’s Advanced Technology Systems segment, which operates on a global basis.”
The $250 million purchase price, subject to adjustment as provided in the purchase agreement, will be financed with availability under an existing $400 million revolving credit facility. The transaction is expected to be accretive to Nordson’s earnings in the first full year of acquisition.
Value Plastics’ product line includes quick connect fittings, luer fittings, check valves, tube-to-tube fittings, threaded fittings and blood pressure monitoring components. These products are generally low dollar cost, high value-add, mission-critical components of the larger systems they enable. Major applications for these products include general insufflation, irrigation and aspiration sets, single-use container systems, anesthesia, cardiovascular surgery, ophthalmic surgery, cataract surgery and blood management.
Additional background information regarding the Value Plastics transaction can be found on Nordson’s investor web site at www.nordson.com/investors . As is customary in transactions of this nature, certain information regarding Value Plastics is subject to restrictions on disclosure until closing. Following closing of the transaction, additional financial information, including audited financial statements, will be provided by Nordson in its filings with the Securities and Exchange Commission.
Information in this press release may contain “forward-looking statements,” as defined by the Private Securities Litigation Reform Act of 1995. Examples include statements regarding the parties’ ability to consummate the proposed transaction and timing thereof, the benefits and impact of the proposed transaction, including accretion to earnings, the ability to achieve the synergies and value creation that are contemplated by the parties and Nordson’s ability to promptly and effectively integrate Value Plastics’ business. Additional examples of forward-looking statements are statements identified by words or phrases such as “are expected to,” “will likely result,” “is anticipated,” “estimates,” “will continue,” “outlook,” “project,” or similar expressions.
These forward looking statements are based on current expectations and involve risks and uncertainties. Consequently, Nordson Corporation’s actual results could differ materially from the expectations expressed in the forward-looking statements. No assurances can be given that the events anticipated by the forward-looking statements will transpire, or if any of them do so, what impact they will have on the results of operations or financial condition of Nordson. Factors that could cause the Company’s actual results to differ materially from the expected results include, but are not limited to: the ability of the parties to obtain all necessary regulatory consents to the proposed transaction; the overall strength and stability of general economic conditions, both in the United States and in global markets, including the timing and strength of the current recovery; fluctuations in currency exchange rates; a sales mix different from assumptions; deferral of orders; customer-requested delays in system installations; and unanticipated delays. All such statements speak only as of the date made, and Nordson undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Additional information concerning these statements and other factors can be found in Nordson’s filings with the SEC.
Nordson Corporation is one of the world’s leading producers of precision dispensing equipment that applies adhesives, sealants, coatings and other materials to a broad range of consumer and industrial products during manufacturing operations. The company also manufactures equipment used in the testing and inspection of electronic components as well as technology-based systems for curing and surface treatment processes. Headquartered in Westlake, Ohio, Nordson has direct operations and sales support offices in more than 30 countries. For more information on Nordson, visit www.nordson.com or follow us at www.twitter.com/Nordson—Corp or www.facebook.com/Nordson .
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