We are advising Nordson on the acquisition

Davis Polk is advising Nordson Corporation on its acquisition of Atrion Corporation for $460.00 per share in cash, which represents a total transaction enterprise value of approximately $800 million. The transaction is expected to close prior to October 31, 2024, pending applicable regulatory and shareholder approvals, and will be funded through a combination of cash on hand and newly issued financial debt.

Nordson is an innovative precision technology company that leverages a scalable growth framework through an entrepreneurial, division-led organization to deliver top-tier growth with leading margins and returns. Its direct sales model and applications expertise serves global customers through a wide variety of critical applications. Its diverse end market exposure includes consumer non-durable, medical, electronics and industrial end markets.

Headquartered in Allen, Texas, Atrion is a manufacturer of proprietary medical products, generating approximately $169 million in annual revenue in 2023. Established in 1944, Atrion supports customers globally through three specialized FDA registered manufacturing facilities located in the United States. Its portfolio consists of three key businesses: Halkey Roberts, a leader in infusion fluid delivery solutions; Atrion Medical, a provider of OEM interventional inflation devices for balloon catheterization, stent deployment and fluid delivery in structural heart, ENT and GI procedures; and Quest Medical, a provider of highly differentiated myocardial protection devices and single-use consumables that deliver real-time precise drug administration during cardiovascular surgery.

The Davis Polk corporate team includes partners James P. Dougherty and Shanu Bajaj and associate Dmitriy Molchanov. Partner Matthew J. Bacal and associate Mikaela Dealissia are providing intellectual property advice. Partner Travis Triano and counsel Charlotte R. Fabiani are providing executive compensation advice. Partners Jesse Solomon and Arthur J. Burke are providing antitrust and competition advice. Partner Corey M. Goodman is providing tax advice. Members of the Davis Polk team are based in the New York and Washington DC offices.