Atrion acquired by Nordson: fairness opinion by Truist Securities
Deal terms
Implied value per share by method vs. $460.00 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of Truist Securities to the target board
Discounted cash flow assumptions
Cash flows discounted to present value as of May 24, 2024.
Selected public companies (5)
Enpro Inc. · Integer Holdings Corporation · Merit Medical Systems, Inc. · Nordson Corporation · UFP Technologies, Inc.
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / CY2024E EBITDA | 13.9x | 17.8x | 23.9x | 16.5x–18.5x | $402.60–$449.90 |
Selected precedent transactions (7)
| Date | Target | Acquirer | Multiple |
|---|---|---|---|
| 2023-10 | Paragon Medical Corp. | Ametek, Inc. | — |
| 2023-05 | Spectrum Plastics Group | DuPont de Nemours, Inc. | — |
| 2022-02 | Intricon Corporation | Altaris Capital Partners, LLC | — |
| 2021-07 | Flexan LLC | ILC Dover LP | — |
| 2021-06 | Paramit Corporation | Tecan Group AG | — |
| 2018-04 | Paragon Medical Corp. | NN, Inc. | — |
| 2017-02 | Vention Medical Advanced Technologies Division | Nordson Corporation | — |
| Multiple | Low | Median | High | Range applied | Implied per share |
|---|---|---|---|---|---|
| TV / LTM EBITDA | 14.7x | 15.6x | 24.0x | 16.0x–18.0x | $377.30–$423.00 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Certain Additional Information - implied transaction metrics | At the $460.00 merger consideration: implied LTM (as of 3/31/2024) EBITDA multiple of 19.6x, implied 2024E EBITDA multiple of 18.9x, and implied premia over the 30-day, 60-day and 90-day VWAPs of approximately 7.0%, 8.2% and 15.3%, respectively. For informational purposes only. | — |
| Historical trading performance | Reviewed share trading from January 1, 2024 through May 24, 2024, indicating a median closing price of $399.35 per share. For informational purposes only. | — |
Aggregate fee estimated at approximately $14.3 million, a portion payable upon delivery of the opinion and approximately $12.3 million contingent on consummation. Truist and affiliates received approximately $600,000 in fees from Nordson and/or its affiliates over the prior two years (lender/corporate banking services).
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | CAGR |
|---|---|---|---|---|---|
| Revenue | $206M | $233M | $261M | $295M | 12.6% |
| Revenue growth | 12.5% | 13.0% | 11.9% | 13.0% | |
| EBITDA | $62.5M | $74.4M | $86.7M | $103M | 17.9% |
| EBITDA growth | 49.5% | 19.0% | 16.5% | 18.2% | |
| EBITDA margin | 30% | 32% | 33% | 35% | |
| Implied EV / EBITDA | 12.8x | 10.8x | 9.2x | 7.8x |
Year-1 growth is against LTM at announcement ($183M revenue, $41.8M EBITDA); later years are year over year.
Atrion management prepared standalone, non-public Financial Projections for fiscal years 2024E-2028E, approved by the Board on April 1, 2024 and subsequently modified for changes in the expected business pipeline. Total Revenue grows from $183.3 million in 2024E to $294.7 million in 2028E ($294.1 million as modified), with EBITDA of $41.8 million in 2024E ($41.9 million as modified) rising to $102.5 million in 2028E ($102.3 million as modified). Unlevered free cash flow, calculated by Truist Securities from the modified projections and approved by management, ranged from $28 million in 2024E to $48 million in 2028E; UFCF calculations and the 2026E revenue modification were not provided to Nordson.
Process notes
Other Medical Devices and Supplies fairness opinions
- Silk Road Medical / Boston Scientific 2024
- Surmodics / GTCR 2024 · 36.9x EV/EBITDA
- Shockwave Medical / Johnson & Johnson 2024 · 58.5x EV/EBITDA
- Axonics / Boston Scientific 2024 · 68.0x EV/EBITDA
- Hologic / Blackstone / TPG 2025 · 14.1x EV/EBITDA
- ZimVie / ARCHIMED 2025 · 10.8x EV/EBITDA
All Medical Devices and Supplies opinions → · Truist Securities opinions