8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 8, 2014

Nordson Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	0-7977	34-0590250
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
28601 Clemens Road, Westlake, Ohio		44145
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 440-892-1580

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 8, 2014, Nordson Medical Corporation, a wholly owned subsidiary of Nordson Corporation ("Nordson Medical"), completed the previously announced acquisition of Avalon Laboratories Holding Corp. ("Avalon") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 1, 2014, by and among Nordson Medical, Avalon, Arriba Merger Corp., a wholly owned subsidiary of Nordson Medical ("Merger Sub"), American Capital Equity III, LP and, for the limited purposes set forth therein, Nordson Corporation. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into Avalon, with Avalon surviving the merger as a wholly owned subsidiary of Nordson Medical.

Pursuant to the Merger Agreement, Nordson Medical acquired Avalon on a cash-free and debt-free basis for an aggregate purchase price of $180 million (the "Purchase Price"). The Purchase Price is subject to certain adjustments, including a customary working capital adjustment. . Nordson funded the Purchase Price with borrowings under its Credit Agreement with PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC, as lead arranger and bookrunner, and the various lenders from time to time party thereto, and with borrowings under its Credit Agreement with KeyBank National Association, as administrative agent, J.P. Morgan Securities LLC, The Bank of Tokyo-Mitsubishi UFJ, LTD., PNC Bank, National Association and RBS Citizens, NA, as joint lead arrangers and joint bookrunners, Wells Fargo Bank, National Association, as senior managing agent, and the various lenders from time to time party thereto.

Avalon is a leading designer and manufacturer of highly specialized catheters and medical tubing products for cardiology, pulmonology and related applications.

A copy of the press release, dated August 11, 2014, announcing the completion of the acquisition of Avalon, is attached hereto as Exhibit 99.1. Also attached as Exhibit 99.2 is the press dated August 4, 2014, announcing the Avalon acquisition.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release of Nordson Corporation dated August 11, 2014.

99.2 Press release of Nordson Corporation dated August 4, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Nordson Corporation
August 13, 2014	By:	Robert E. Veillette
		Name: Robert E. Veillette
		Title: Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release of Nordson Corporation dated August 11, 2014
99.2	Press release of Nordson Corporation dated August 4, 2014

EX-99.1

Nordson Corporation

28601 Clemens Road

Westlake, Ohio 44145 USA

FOR RELEASE:
CONTACT: Immediately
James R. Jaye
Director, Communications & Investor Relations
440.414.5639

Jim.Jaye@nordson.com

Nordson Corporation Completes Acquisition of Avalon Laboratories

Westlake, Ohio, USA – August 11, 2014 — Nordson Corporation (Nasdaq: NDSN) today announced it has completed the acquisition of Los Angeles, California based Avalon Laboratories Holding Corp., a leading designer and manufacturer of highly specialized catheters and medical tubing products for cardiology, pulmonology and related applications. The completion of the transaction follows Nordson’s August 4, 2014 announcement that it had entered into an agreement to acquire Avalon.

Nordson management will provide additional details regarding the acquisition during its previously announced third quarter results webcast, scheduled for 8:30 a.m. ET, Friday, August 22. The webcast may be accessed on the investor section of Nordson’s website at www.nordson.com/investors or directly at http://www.media-server.com/m/p/rkc4qbox         . An archived version of the webcast will be available until September 5, 2014.

Nordson Corporation delivers precision technology solutions that help customers succeed worldwide. The company engineers, manufactures and markets differentiated products and systems used for precision dispensing of adhesives, coatings, sealants, biomaterials, fluids and other materials, plastic extrusion and injection molding, electronics testing and inspecting, and surface preparation, all supported by application expertise and direct global sales and service. Nordson serves a wide variety of consumer non-durable, durable and technology end markets including packaging, nonwovens, electronics, medical, appliances, energy, transportation, construction, and general product assembly and finishing. Founded in 1954 and headquartered in Westlake, Ohio, the company has operations and support offices in more than 30 countries. Visit Nordson on the web at www.nordson.com, www.twitter.com/Nordson—Corp or www.facebook.com/nordson.

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Nordson Corporation

28601 Clemens Road

Westlake, Ohio 44145 USA

FOR RELEASE:
CONTACT: Immediately
James R. Jaye
Director, Communications & Investor Relations
440.414.5639

Jim.Jaye@nordson.com

Nordson Corporation Expands Fluid Management Capabilities for Medical Markets with Agreement to Acquire Avalon Laboratories

• Avalon is a leading designer and manufacturer of highly-specialized, single-use catheters and specialty medical tubing products for cardiology, pulmonology and related applications

Westlake, Ohio, USA – August 4, 2014 — Nordson Corporation (Nasdaq: NDSN) has entered into a definitive agreement to acquire Los Angeles, California based Avalon Laboratories Holding Corp., a leading designer and manufacturer of highly specialized catheters and medical tubing products for cardiology, pulmonology and related applications.

“Avalon is a high performing growth company with best in class products that are highly complementary to Nordson’s existing lines of highly engineered, single-use plastic components for fluid management in medical applications,” said Michael F. Hilton, Nordson President and CEO. “In line with our strategy of expanding in the growing global medical market, Avalon brings Nordson another stream of high value recurring revenue and further reduces our exposure to more cyclical end markets. The company has generated double digit compound annual growth rates in revenue and EBITDA since 2008 through a combination of innovative products, unique intellectual property, process know-how, strong customer relationships, and scalable low cost manufacturing. We expect to build on the current strong performance of Avalon by leveraging Nordson’s scale, global footprint and continuous improvement competencies.”

Founded in 1990, Avalon will operate as part of Nordson’s Advanced Technology Systems segment. The company employs approximately 400 employees at its headquarters in Los Angeles, California and at an FDA and ISO 13485 registered manufacturing facility in Guaymas, Mexico. The company is differentiated by its proprietary Polymer Solution Casting^TM manufacturing technology which allows the company to produce seamless one piece tubing of varying wall thicknesses and in complex geometric designs. The technology also enables Avalon to embed specialized customer-specific features within its tubing, including multiple lumen, kink resistance and advanced imaging capabilities.

Avalon products are used in life-critical procedures during surgeries where they are inserted directly into a patient’s arteries or veins and most commonly connected to extracorporeal support systems to maintain oxygen circulation and preserve life. While critical to the success of these procedures, Avalon products typically are a small portion of total procedure costs. The company serves leading blue-chip OEM customers within its current cardiology and pulmonology market segments and has begun to expand its offerings into adjacent endovascular, bariatrics, tracheostomy, endoscopy, non-vascular stent and ophthalmic market segments.

The $180 million purchase price, subject to adjustment as provided in the purchase agreement, is expected to be financed with availability under existing credit facilities. The transaction is expected to close within the next two weeks pending customary closing conditions. Nordson expects the acquisition to be accretive to earnings in the first full year of operation. Additional financial information will be provided following the closing of the transaction.

Nordson Corporation delivers precision technology solutions that help customers succeed worldwide. The company engineers, manufactures and markets differentiated products and systems used for precision dispensing of adhesives, coatings, sealants, biomaterials, fluids and other materials, plastic extrusion and injection molding, electronics testing and inspecting, and surface preparation, all supported by application expertise and direct global sales and service. Nordson serves a wide variety of consumer non-durable, durable and technology end markets including packaging, nonwovens, electronics, medical, appliances, energy, transportation, construction, and general product assembly and finishing. Founded in 1954 and headquartered in Westlake, Ohio, the company has operations and support offices in more than 30 countries. Visit Nordson on the web at http://www.nordson.com, @Nordson—Corp, or www.facebook.com/nordson.

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