Nordson to acquire Atrion for $460/share in cash, ~$810M enterprise value

NORDSON CORP

Per-share consideration of $460 in cash; deal valued at ~$810M based on 1.76M shares outstanding.
Shareholders representing ~22% of Atrion shares have agreed via Voting Agreements to vote in favor.
Transaction requires Atrion shareholder approval, HSR clearance, and other conditions; expected to close by February 2025.
Atrion owes $20M termination fee if it accepts a superior proposal; Nordson owes ~$40.7M if antitrust issues block deal.
Atrion equity awards (RSUs) will be cancelled and converted to cash at $460 per underlying share at closing.

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