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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):
May 28, 2024
Atrion Corporation
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-32982 |
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63-0821819 |
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(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
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One Allentown Parkway
Allen, Texas 75002 |
| (Address of principal executive offices) (Zip Code) |
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| (972) 390-9800 |
|
(Registrant’s telephone number, including
area code)
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)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
|
Title of each
class |
Trading Symbol |
Name of exchange
on which registered |
| Common Stock, $0.10 par value per share |
ATRI |
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
ITEM 7.01 Regulation
FD
On May 28, 2024, Atrion Corporation, a Delaware corporation
(the “Company”) issued a press release announcing the execution of an Agreement and Plan of Merger, by and among Nordson
Corporation, an Ohio corporation (“Nordson”), Alpha Medical Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Nordson and the Company. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in this Item 7.01 and the
accompanying Exhibit 99.1 are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission (the “SEC”)
made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Cautionary Statement Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K
that are forward looking are based upon current expectations, and actual results or future events may differ materially. Therefore, the
inclusion of such forward-looking information should not be regarded as a representation by us that our objectives or plans will be achieved.
Such statements include, but are not limited to, statements regarding the financial and business impact and anticipated benefits of the
transaction, the closing of the transaction and the timing thereof, business plans and strategy, product launches and product performance
and impact. Words such as “expects,” “believes,” “anticipates,” “intends,” “should,”
“plans,” and variations of such words and similar expressions are intended to identify such forward-looking statements.
Forward-looking statements contained herein
involve numerous risks and uncertainties, including the risk factors described in Part I, Item 1A. Risk Factors in our most recent Annual
Report on Form 10-K and the specific risk factors discussed herein and in connection with forward-looking statements throughout this Current
Report on Form 8-K, and there are a number of factors that could cause actual results or future events to differ materially, including,
but not limited to, the following: the risk that the COVID-19 pandemic may again lead to material delays and cancellations of, or reduced
demand for, procedures in which our products are utilized; curtailed or delayed capital spending by hospitals and other healthcare providers;
disruption to our supply chain; closures of our facilities; delays in training; delays in gathering clinical evidence; diversion of management
and other resources to respond to the pandemic; the impact of global and regional economic and credit market conditions on healthcare
spending; the risk that the COVID-19 virus will again disrupt global economies and may cause economies in our key markets to enter prolonged
recessions; changing economic, market and business conditions; acts of war or terrorism; the effects of governmental regulation; the impact
of competition and new technologies; slower-than-anticipated introduction of new products or implementation of marketing strategies; implementation
of new manufacturing processes or implementation of new information systems; our ability to protect our intellectual property; changes
in the prices of raw materials; changes in product mix; intellectual property and product liability claims and product recalls; the ability
to attract and retain qualified personnel; the loss of, or any material reduction in sales to any significant customers; business disruptions
(including disruptions in relationships with employees, customers or suppliers) following the announcement and/or closing of the proposed
transaction; and the conditions to the completion of the proposed transaction, including the fact that the receipt of the required regulatory
approvals and clearances, may not be satisfied at all or in a timely manner; the fact that the closing of the proposed transaction may
not occur or may be delayed. In addition, assumptions relating to budgeting, marketing, product development and other management decisions
are subjective in many respects and thus susceptible to interpretations and periodic review which may cause us to alter our marketing,
capital expenditures or other budgets, which in turn may affect our results of operations and financial condition. These risks and uncertainties,
in some cases, have affected and in the future could affect our ability to implement our business strategy and may cause actual results
to differ materially from those contemplated by the statements expressed in this Current Report on Form 8-K. New risks and uncertainties
may arise from time to time and are difficult to predict. All of these factors are difficult or impossible to predict accurately and many
of them are beyond our control. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.
For a further list and description of these and other
important risks and uncertainties that may affect our future operations, refer to Part I, Item 1A. Risk Factors in our most recent
Annual Report on Form 10-K filed with the SEC, which we may update in Part II, Item 1A. Risk Factors in subsequent Quarterly Reports
on Form 10-Q that we will file hereafter. The forward-looking statements in this Current Report on Form 8-K are made as of the date hereof,
and we do not undertake any obligation, and disclaim any duty, to supplement, update or revise such statements, whether as a result of
subsequent events, changed expectations or otherwise, except as required by applicable law. This cautionary statement is applicable to
all forward-looking statements contained in this Current Report on Form 8-K.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This Current Report on Form 8-K does not constitute
an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the
proposed transaction, the Company plans to file a proxy statement with the SEC. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS
IN CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors will be able
to obtain free copies of the proxy statement and other relevant materials (when they become available) and other documents filed by the
Company at the SEC’s website at www.sec.gov.
PARTICIPANTS IN THE SOLICITATION
The Company, Nordson and certain of their respective
directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders
in connection with the proposed transaction. Information regarding the Company’s directors and executive officers, including a description
of their respective direct or indirect interests, by security holdings or otherwise, will be included in the proxy statement described
above. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov or by accessing the
Investor Relations section of the Company’s website at www.atrioncorp.com. Information regarding the Company’s directors and
executive officers is contained in the sections entitled “Election of Directors” and “Securities Ownership”
included in the Company’s proxy statement for the 2024 annual meeting of stockholders, which was filed with the SEC on April 9,
2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/701288/000110465924044922/tm242747d4_def14a.htm)
and in the section entitled “Directors, Executive Officers and Corporate Governance” included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 29, 2024 (and which is available
at https://www.sec.gov/ix?doc=/Archives/edgar/data/701288/000165495424002411/atri_10k.htm). Information regarding Nordson’s
directors and executive officers is contained in the sections entitled “Election of Directors” and “Security
Ownership of Nordson Common Shares by Certain Beneficial Owners and Management” included in Nordson’s proxy statement
for its 2024 annual meeting of stockholders, filed with the SEC on January 19, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/72331/000119312524010767/d482491ddef14a.htm),
in the section entitled “Information About Our Executive Officers” included in Nordson’s Annual Report on Form
10-K for the year ended October 31, 2023, which was filed with the SEC on December 20, 2023 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/72331/000007233123000242/ndsn-20231031.htm),
in Nordson’s Form 8-K filed on August 24, 2023 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000072331/000007233123000150/ndsn-20230823.htm),
in Nordson’s Form 8-K filed on January 16, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000072331/000007233124000019/ndsn-20240116.htm),
in Nordson’s Form 8-K filed on February 14, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000072331/000007233124000030/ndsn-20240214.htm),
and in Nordson’s Form 8-K filed on April 23, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000072331/000007233124000057/ndsn-20240423.htm).
To the extent holdings of Nordson securities by the directors and executive officers of Nordson have changed from the amounts of securities
of Nordson held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
No. |
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Description |
| 99.1 |
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Press Release, dated May 28, 2024. |
| 104 |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
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ATRION CORPORATION |
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| Date: May 28, 2024 |
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By: |
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/s/ David A. Battat |
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David A. Battat
President and Chief Executive Officer |
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Exhibit 99.1
Atrion Corporation
One Allentown Parkway
Allen, TX 75002
NEWS RELEASE
FOR IMMEDIATE RELEASE
ATRION CORPORATION ENTERS INTO MERGER AGREEMENT
WITH NORDSON CORPORATION
_______________________________
Allen, TX., May 28, 2024 – Atrion Corporation (NASDAQ: ATRI), a
developer and manufacturer of products primarily for medical applications, today announced that it has entered into an agreement and plan
of merger with Nordson Corporation pursuant to which Nordson will acquire Atrion for $460 per share in cash, representing a total equity
value of approximately $815 million. The transaction enterprise value reflects a multiple of 20.2 times Atrion’s 2023 EBITDA, and
the $460 per share price represents a 15% premium to Atrion’s 90-day average daily volume-weighted average stock price.
The proposed transaction was unanimously approved by the Boards of Directors
of Atrion and Nordson.
David Battat, President and CEO of Atrion said, “The multiple of
over twenty times Atrion’s 2023 EBITDA reflects the substantial value of the business my co-workers have worked so hard to build.
I am immensely proud of our team, and I believe Nordson is a great home to continue to grow our business and to advance our people and
products.”
Completion of the proposed transaction is expected in the third quarter
of 2024, subject to the satisfaction of customary closing conditions, including the receipt of customary regulatory clearances and approvals.
Three of Atrion’s largest stockholders, holding approximately 22% of Atrion’s outstanding shares, have entered into voting
and support agreements with Nordson under which they have agreed, on customary terms and conditions, to vote all their Atrion shares in
favor of the proposed transaction.
Truist Securities is acting as the exclusive financial advisor to Atrion
on the transaction, and A&O Shearman is acting as legal counsel to Atrion.
Transaction Details
Under the terms of the merger agreement, a wholly owned subsidiary of
Nordson will merge into Atrion, with Atrion as the surviving corporation, and each outstanding share of Atrion common stock will be converted
into the right to receive $460 per share. The merger is subject to the satisfaction of customary closing conditions, including the approval
of the holders of a majority of the outstanding shares of Atrion’s common stock.
About Atrion Corporation
Atrion Corporation develops and manufactures products primarily for medical
applications. Atrion’s website is www.atrioncorp.com.
Forward-Looking Statements
Statements in this press release that are forward
looking are based upon current expectations, and actual results or future events may differ materially. Therefore, the inclusion of such
forward-looking information should not be regarded as a representation by us that our objectives or plans will be achieved. Such statements
include, but are not limited to, statements regarding the financial and business impact and anticipated benefits of the transaction, the
closing of the transaction and the timing thereof, business plans and strategy, product launches and product performance and impact. Words
such as “expects,” “believes,” “anticipates,” “intends,” “should,” “plans,”
and variations of such words and similar expressions are intended to identify such forward-looking statements.
Forward-looking statements contained herein involve
numerous risks and uncertainties, including the risk factors described in Part I, Item 1A. Risk Factors in our most recent Annual Report
on Form 10-K and the specific risk factors discussed herein and in connection with forward-looking statements throughout this press release,
and there are a number of factors that could cause actual results or future events to differ materially, including, but not limited to,
the following: the risk that the COVID-19 pandemic may again lead to material delays and cancellations of, or reduced demand for, procedures
in which our products are utilized; curtailed or delayed capital spending by hospitals and other healthcare providers; disruption to our
supply chain; closures of our facilities; delays in training; delays in gathering clinical evidence; diversion of management and other
resources to respond to the pandemic; the impact of global and regional economic and credit market conditions on healthcare spending;
the risk that the COVID-19 virus will again disrupt global economies and may cause economies in our key markets to enter prolonged recessions;
changing economic, market and business conditions; acts of war or terrorism; the effects of governmental regulation; the impact of competition
and new technologies; slower-than-anticipated introduction of new products or implementation of marketing strategies; implementation of
new manufacturing processes or implementation of new information systems; our ability to protect our intellectual property; changes in
the prices of raw materials; changes in product mix; intellectual property and product liability claims and product recalls; the ability
to attract and retain qualified personnel; the loss of, or any material reduction in sales to any significant customers; business disruptions
(including disruptions in relationships with employees, customers or suppliers) following the announcement and/or closing of the proposed
transaction; and the conditions to the completion of the proposed transaction, including the fact that the receipt of the required regulatory
approvals and clearances, may not be satisfied at all or in a timely manner; the fact that the closing of the proposed transaction may
not occur or may be delayed. In addition, assumptions relating to budgeting, marketing, product development and other management decisions
are subjective in many respects and thus susceptible to interpretations and periodic review which may cause us to alter our marketing,
capital expenditures or other budgets, which in turn may affect our results of operations and financial condition. These risks and uncertainties,
in some cases, have affected and in the future could affect our ability to implement our business strategy and may cause actual results
to differ materially from those contemplated by the statements expressed in this press release. New risks and uncertainties may arise
from time to time and are difficult to predict. All of these factors are difficult or impossible to predict accurately and many of them
are beyond our control. As a result, readers are cautioned not to place undue reliance on any of our forward-looking statements.
For a further list and description of these and other
important risks and uncertainties that may affect our future operations, refer to Part I, Item 1A. Risk Factors in our most recent
Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), which we may update in Part II,
Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10-Q that we will file hereafter. The forward-looking statements
in this press release are made as of the date hereof, and we do not undertake any obligation, and disclaim any duty, to supplement, update
or revise such statements, whether as a result of subsequent events, changed expectations or otherwise, except as required by applicable
law. This cautionary statement is applicable to all forward-looking statements contained in this press release.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This press release does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed
transaction, Atrion plans to file a proxy statement with the SEC. STOCKHOLDERS OF ATRION ARE URGED TO READ THE PROXY STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE PROPOSED TRANSACTION THAT ATRION WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors will be able to obtain free copies
of the proxy statement and other relevant materials (when they become available) and other documents filed by Atrion at the SEC’s
website at www.sec.gov.
PARTICIPANTS IN THE SOLICITATION
Atrion, Nordson and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from Atrion’s stockholders in connection with the proposed
transaction. Information regarding Atrion’s directors and executive officers, including a description of their respective direct
or indirect interests, by security holdings or otherwise, will be included in the proxy statement described above. These documents (when
available) may be obtained free of charge from the SEC’s website at www.sec.gov or by accessing the Investor Relations section of
Atrion’s website at www.atrioncorp.com. Information regarding Atrion’s directors and executive officers is contained in the
sections entitled “Election of Directors” and “Securities Ownership” included in Atrion’s
proxy statement for the 2024 annual meeting of stockholders, which was filed with the SEC on April 9, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/701288/000110465924044922/tm242747d4_def14a.htm)
and in the section entitled “Directors, Executive Officers and Corporate Governance” included in Atrion’s Annual
Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 29, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/701288/000165495424002411/atri_10k.htm).
Information regarding Nordson’s directors and executive officers is contained in the sections entitled “Election of
Directors” and “Security Ownership of Nordson Common Shares by Certain Beneficial Owners and Management” included
in Nordson’s proxy statement for its 2024 annual meeting of stockholders, filed with the SEC on January 19, 2024 (and which is available
at https://www.sec.gov/ix?doc=/Archives/edgar/data/72331/000119312524010767/d482491ddef14a.htm), in the section entitled “Information
About Our Executive Officers” included in Nordson’s Annual Report on Form 10-K for the year ended October 31, 2023, which
was filed with the SEC on December 20, 2023 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/72331/000007233123000242/ndsn-20231031.htm),
in Nordson’s Form 8-K filed on August 24, 2023 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000072331/000007233123000150/ndsn-20230823.htm),
in Nordson’s Form 8-K filed on January 16, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000072331/000007233124000019/ndsn-20240116.htm),
in Nordson’s Form 8-K filed on February 14, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000072331/000007233124000030/ndsn-20240214.htm),
and in Nordson’s Form 8-K filed on April 23, 2024 (and which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000072331/000007233124000057/ndsn-20240423.htm).
To the extent holdings of Nordson securities by the directors and executive officers of Nordson have changed from the amounts of securities
of Nordson held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
Vice President and Chief Financial Officer
(972) 390-9800
v3.24.1.1.u2
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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