Nordson Corporation (Nasdaq: NDSN) (“Nordson” or the “Company”) today announced the pricing of its offering (the “Offering”), on September 7, 2023, of $350 million aggregate principal amount of 5.600% notes due 2028 (the “2028 notes”) and $500 million aggregate principal amount of 5.800% notes due 2033 (the “2033 notes” and, together with the 2028 notes, the “notes”). The Offering is expected to close on September 13, 2023, subject to the satisfaction or waiver of customary closing conditions.
The Company intends to use the net proceeds of the Offering (i) to repay its borrowings under its €760 million 364-Day Term Loan, entered into in connection with the completion of the Company’s acquisition of ARAG Group and its subsidiaries on August 24, 2023, (ii) to pay transaction related fees and expenses related to the Offering and (iii) for general corporate purposes.
J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Deutsche Bank Securities Inc. are acting as joint book-running managers for the Offering.
The Offering is being made pursuant to an effective shelf registration statement (including a prospectus) filed with the Securities and Exchange Commission (the “SEC”) on September 5, 2023 and a preliminary prospectus supplement filed with the SEC on September 7, 2023. Copies of the prospectus supplement and the base prospectus may be obtained by contacting J.P. Morgan Securities LLC at 383 Madison Ave, New York, NY 10179, Attention: Investment Grade Syndicate Desk, or by telephone at (212) 834-4533; Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attention: WFS Customer Service, or by telephone at (800) 645-3751 or email at email@example.com; or Deutsche Bank Securities Inc., 1 Columbus Circle, New York, NY 10019, Attention: Prospectus Group, or by telephone at (800) 503-4611 or email at prospectus.CPDG@db.com. You may also obtain these documents for free from the SEC’s EDGAR database available online at www.sec.gov. The information contained in this press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy the notes, nor shall there be any sale of the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.
Nordson Corporation is an innovative precision technology company that leverages a scalable growth framework through an entrepreneurial, division-led organization to deliver top tier growth with leading margins and returns. The Company’s direct sales model and applications expertise serves global customers through a wide variety of critical applications. Its diverse end market exposure includes consumer non-durable, medical, electronics and industrial end markets. Founded in 1954 and headquartered in Westlake, Ohio, the Company has operations and support offices in over 35 countries.
Disclosure Regarding Forward-Looking Statements
Certain statements contained in this release, including statements with respect to the closing of the Offering and the expected use of proceeds therefrom, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “anticipates,” “projects,” “forecasts,” “continue,” “target,” or the negative of such terms or comparable terminology. These statements reflect management’s current expectations and involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, U.S. and international economic conditions; financial and market conditions; currency exchange rates and devaluations; possible acquisitions including the Company’s ability to complete and successfully integrate acquisitions, including the integration of CyberOptics and ARAG; the Company’s ability to successfully divest or dispose of businesses that are deemed not to fit with its strategic plan; the effects of changes in U.S. trade policy and trade agreements; the effects of changes in tax law; and the possible effects of events beyond the Company’s control, such as political unrest, including the conflict between Russia and Ukraine and tensions between the United States and China, acts of terror, natural disasters and pandemics, including the recent COVID-19 pandemic, and the other factors discussed in Item 1A (Risk Factors) in the Company’s most recently filed Annual Report on Form 10-K for the year ended October 31, 2022 and any subsequently filed Quarterly Reports on Form 10-Q or the Company’s other filings with the Securities and Exchange Commission, which should be reviewed carefully. New risks emerge from time to time and it is not possible for management to predict all risks, nor can management assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Company may make. The Company undertakes no obligation to update or revise any forward-looking statement in this press release.
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