Avanos Medical acquired by American Industrial Partners: fairness opinion by J.P. Morgan
Deal terms
Implied value per share by method vs. $25.00 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of J.P. Morgan to the target board
Discounted cash flow assumptions
Discounted to present value as of March 31, 2026; adjusted for estimated net debt of $98 million as of March 31, 2026 and present value of net operating losses of $6.7 million; assumed a maximum of 49.32 million fully diluted shares outstanding.
Selected public companies (10)
Align Technology, Inc. · Bioventus Inc. · CONMED Corporation · Enovis Corporation · Envista Holdings Corporation · Haemonetics Corporation · ICU Medical, Inc. · Integra LifeSciences Holdings Corporation · LivaNova PLC · Varex Imaging Corporation
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| FV / CY2026E Adjusted EBITDA | — | 9.4x | — | 7.0x–12.6x | $12.75–$23.50 |
Selected precedent transactions (12)
| Date | Target | Acquirer | Multiple |
|---|---|---|---|
| 2025-07-21 | ZimVie Inc. | ARCHIMED | — |
| 2024-12-11 | Patterson Companies, Inc. | Patient Square Capital | — |
| 2024-08-13 | Baxter International Inc. (Vantive Kidney Care segment) | The Carlyle Group | — |
| 2024-04-11 | STERIS plc (Dental segment) | Peak Rock Capital | — |
| 2023-09-25 | LimaCorporate S.p.A. | Enovis Corporation | — |
| 2021-09-08 | Smiths Group plc (Smiths Medical) | ICU Medical, Inc. | — |
| 2018-04-10 | Analogic Corporation | Altaris Capital Partners, LLC | — |
| 2017-02-15 | Johnson & Johnson (Codman Neurosurgery) | Integra LifeSciences Holdings Corporation | — |
| 2016-10-06 | Pfizer Inc. (Hospira Infusion Systems) | ICU Medical, Inc. | — |
| 2015-06-17 | Welch Allyn | Hill-Rom Holdings, Inc. | — |
| 2015-02-26 | Sorin S.p.A. | Cyberonics, Inc. | — |
| 2012-06-11 | BSN medical | EQT VI | — |
| Multiple | Low | Median | High | Range applied | Implied per share |
|---|---|---|---|---|---|
| FV / LTM Adjusted EBITDA | — | 10.7x | — | 6.3x–13.4x | $9.75–$21.75 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Historical stock price reference | JP Morgan compared its implied per share ranges to the closing price of the Common Stock of $14.53 per share on April 13, 2026 and to the Merger Consideration of $25.00 per share. | — |
Estimated fee of approximately $20 million, $3 million of which became payable at public announcement of the Merger and the remainder contingent on consummation. Aggregate fees over prior two years: approximately $0.2 million from the Company and approximately $16.5 million from AIP and its portfolio companies.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | CAGR |
|---|---|---|---|---|
| Revenue | $716M | $761M | $809M | 6.3% |
| Revenue growth | 2.1% | 6.3% | 6.3% | |
| EBITDA | $95.0M | $120M | $142M | 22.3% |
| EBITDA growth | 9.4% | 26.3% | 18.3% | |
| EBITDA margin | 13% | 16% | 18% | |
| Implied EV / EBITDA | 13.4x | 10.6x | 9.0x |
Year-1 growth is against LTM at announcement ($701M revenue, $86.8M EBITDA); later years are year over year.
Management's internal long-range plan ("Forecasts"), together with extrapolations prepared at management's direction, covered fiscal years 2026E-2028E (with 2025A actuals) and was provided to the Board, JP Morgan, AIP, Sponsor A and Sponsor C. Revenue grows from $716 million in 2026E to $809 million in 2028E; Adjusted EBITDA (including SBC) from $95 million to $142 million; Unlevered Free Cash Flow from $46 million to $77 million (2025A: revenue $701 million, Adjusted EBITDA $87 million, UFCF $11 million). JP Morgan relied on these Forecasts for its DCF and applied forecasted 2026 Adjusted EBITDA and LTM Adjusted EBITDA (through March 31, 2026) in its multiples analyses.
Process notes
Other Medical Devices and Supplies fairness opinions
- Integer / KKR 2026 · 14.6x EV/EBITDA
- Sanara MedTech / MiMedx Group 2026 · 20.6x EV/EBITDA
- Penumbra / Boston Scientific 2026 · 57.7x EV/EBITDA
- Varex Imaging / Teledyne Technologies 2026 · 9.4x EV/EBITDA
- Hologic / Blackstone / TPG 2025 · 14.1x EV/EBITDA
- ZimVie / ARCHIMED 2025 · 10.8x EV/EBITDA
All Medical Devices and Supplies opinions → · J.P. Morgan opinions