ATRION CORP: M&A transaction — Atrion completes merger with Nordson; shareholders receive $460/share

ATRION CORP

Merger closed August 21, 2024; each share converted to $460 cash, no interest.
Company becomes wholly owned subsidiary of Nordson Corporation.
Shares to be delisted from Nasdaq; Form 25 and Form 15 to be filed with SEC.
All prior directors and officers (Preston G. Athey, Emile A. Battat, etc.) resigned; replaced by Nordson appointees Stephen Lovass, Jennifer McDonough, Anand Patel.
Credit agreement with Wells Fargo terminated and all outstanding indebtedness repaid.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

ATRION CORP underwent a change of control involving Nordson Corporation for $460 in cash (closed 2024-08-21).

Action: change of control
Counterparty: Nordson Corporation
Consideration: $460 in cash
Closing: 2024-08-21

Exact text from the filing

nor lost their rights to such appraisal and payment under the DGCL (such Shares, “ Dissenting Shares ”), was automatically canceled and converted into the right to receive $460 in cash, without interest (the “ Merger Consideration ”); and (ii) each outstanding restricted stock unit award granted to an employee or non-employee service provider, whether

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Source: SEC EDGAR

accession 0001104659-24-091469

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