Novanta Inc. (Nasdaq: NOVT) (“Novanta” or the "Company"), a
trusted technology partner to medical and advanced technology
equipment manufacturers, announced today that it has entered into a
definitive agreement to acquire Motion Solutions, a leading
provider of highly engineered integrated solutions, for cash
consideration of $189 million, subject to customary purchase price
adjustments and closing conditions, including applicable regulatory
approvals.
Motion Solutions is a trusted engineering partner to
market-leading original equipment manufacturers (“OEMs”) in
medical, life sciences, and advanced industrial applications.
Motion Solutions designs and manufactures high-precision,
customized subsystems and components, specializing in proprietary
precision motion and advanced motion control solutions. The
business has over 110 employees and is headquartered in Irvine,
California.
"Motion Solutions is an exciting business with intelligent
subsystem competencies within attractive medical and precision
medicine markets,” said Matthijs Glastra, Chair and Chief Executive
Officer of Novanta. “The business adds complementary motion
subsystem solutions to Novanta’s product portfolio, giving us
greater exposure to leading OEM customers in markets such as
spatial biology, genomics, proteomics, medical robotics, and lab
automation. In addition, the transaction gives us opportunity to
design unique solutions for our mutual OEM customer base combining
Novanta’s and Motion Solutions’ capabilities.”
Motion Solution is expected to generate approximately $85
million in revenue in 2023. The transaction will be financed using
available cash and borrowings under the Company’s revolving credit
facility.
Conference Call Information
The Company will host a conference call on Tuesday, November 14,
2023 at 5:00 p.m. ET to discuss the transaction. Matthijs Glastra,
Chair and Chief Executive Officer, and Robert Buckley, Chief
Financial Officer, will host the conference call. To access the
call, please dial (888) 346-3959 prior to the scheduled conference
call time. Alternatively, the conference call can be accessed
online via a live webcast on the Events & Presentations page of
the Investors section of the Company’s website at
www.novanta.com.
A replay of the audio webcast will be available approximately
three hours after the conclusion of the call in the Investor
Relations section of the Company’s website at www.novanta.com. The
replay will remain available until Monday, February 13, 2024.
Safe Harbor and Forward-Looking Information
Certain statements in this release are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 and are based on current expectations and
assumptions that are subject to risks and uncertainties. All
statements contained in this news release that do not relate to
matters of historical fact should be considered forward-looking
statements, and are generally identified by words such as “expect,”
“intend,” “anticipate,” “estimate,” “believe,” “future,” “could,”
“should,” “plan,” “aim,” and other similar expressions. These
forward-looking statements include, but are not limited to,
statements regarding the ability of the parties to consummate the
proposed transaction; the ability of the parties to satisfy the
conditions precedent to consummation of the proposed transaction,
including the ability to secure the applicable regulatory approvals
on the terms expected, at all or in a timely manner; our ability to
successfully integrate Motion Solutions, and our ability to
implement our plans, forecasts and other expectations with respect
to Motion Solutions’ business after the completion of the
acquisition and realize expected synergies; the effect of the
announcement of the proposed transaction on the ability of Motion
Solutions to retain and hire key personnel and maintain
relationships with its key business partners and customers, and
others with whom it does business, or on its operating results and
businesses generally; risks associated with the disruption of
Motion Solutions management's attention from ongoing business
operations due to the proposed transaction; significant costs
associated with the proposed transaction; sources of funding for
the Motion Solutions acquisition; benefits of the Motion Solutions
acquisition; our expectation that Motion Solutions expands
Novanta’s position in medical and life science markets, such as
spatial biology, genomics, proteomics, medical robotics, and lab
automation; our expectation that the Motion Solutions acquisition
will create stronger partnerships with our original equipment
manufacturer customers to help us accelerate our strategic goals
with an ability to cross sell to our mutual customers; Motion
Solutions’ expected 2023 revenues; and other statements that are
not historical facts.
These forward-looking statements are neither promises nor
guarantees, but involve risks and uncertainties that may cause
actual results to differ materially from those contained in the
forward-looking statements. Our actual results could differ
materially from those anticipated in these forward-looking
statements for many reasons, including, but not limited to, the
following: economic and political conditions and the effects of
these conditions on our customers’ businesses, capital expenditures
and level of business activities; risks associated with epidemics
or pandemics, and other events outside our control; our dependence
upon our ability to respond to fluctuations in product demand; our
ability to continually innovate, introduce new products timely, and
successfully commercialize our innovations; failure to introduce
new products in a timely manner; customer order timing and other
similar factors may cause fluctuations in our operating results;
cyberattacks, disruptions or other breaches in security of our and
our third-party providers’ information technology systems; our
failure to comply with data privacy regulations; changes in
interest rates, credit ratings or foreign currency exchange rates;
risks associated with our operations in foreign countries; our
increased use of outsourcing in foreign countries; risks associated
with increased outsourcing of components manufacturing; our
exposure to increased tariffs, trade restrictions or taxes on our
products; the continuing impact of “Brexit”; violations of our
intellectual property rights and our ability to protect our
intellectual property against infringement by third parties; risk
of losing our competitive advantage; our failure to successfully
integrate recent and future acquisitions into our business; our
ability to attract and retain key personnel; our restructuring and
realignment activities and disruptions to our operations as a
result of consolidation of our operations; product defects or
problems integrating our products with other vendors’ products;
disruptions in the supply of certain key components or other goods
from our suppliers; our failure to accurately forecast component
and raw material requirements leading to excess inventories or
delays in the delivery of our products; production difficulties and
product delivery delays or disruptions; our exposure to medical
device regulations, which may impede or hinder the approval or sale
of our products and, in some cases, may ultimately result in an
inability to obtain approval of certain products or may result in
the recall or seizure of previously approved products; potential
penalties for violating foreign and U.S. federal, and state
healthcare laws and regulations; impact of healthcare industry cost
containment and healthcare reform measures; changes in governmental
regulations affecting our business or products; our failure to
implement new information technology systems and software
successfully; our failure to realize the full value of our
intangible assets; increasing scrutiny and changing expectations
from investors, customers, and governments with respect to
Environmental, Social and Governance policies and practices; our
reliance on original equipment manufacturer customers; being
subject to U.S. federal income taxation even though we are a
non-U.S. corporation; changes in tax laws, and fluctuations in our
effective tax rates; our exposure to the credit risk of some of our
customers and in weakened markets; any need for additional capital
to adequately respond to business challenges or opportunities and
repay or refinance our existing indebtedness, which may not be
available on acceptable terms or at all; our existing indebtedness
limiting our ability to engage in certain activities; volatility in
the market price for our common shares; and our failure to maintain
appropriate internal controls in the future.
Other important risk factors that could affect the outcome of
the events set forth in these statements and that could affect the
Company’s operating results and financial condition are discussed
in Item 1A of our Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, as updated by our Quarterly Report on Form
10-Q for the quarterly period ended September 29, 2023 and other
subsequent filings with the Securities and Exchange Commission.
Such statements are based on the Company’s beliefs and assumptions
and on information currently available to the Company. The Company
disclaims any obligation to publicly update or revise any
information included in this release or any forward-looking
statements as a result of developments occurring after the date of
this document except as required by law.
About Novanta
Novanta is a leading global supplier of core technology
solutions that give medical and advanced industrial original
equipment manufacturers a competitive advantage. We combine deep
proprietary technology expertise and competencies in precision
medicine and manufacturing, medical solutions, and robotics and
automation with a proven ability to solve complex technical
challenges. This enables Novanta to engineer core components and
sub-systems that deliver extreme precision and performance,
tailored to our customers' demanding applications. The driving
force behind our growth is the team of innovative professionals who
share a commitment to innovation and customer success. Novanta’s
common shares are quoted on Nasdaq under the ticker symbol
“NOVT.”
More information about Novanta is available on the Company’s
website at www.novanta.com. For additional information, please
contact Novanta Investor Relations at (781) 266-5137 or
InvestorRelations@novanta.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20231114922969/en/
Novanta Inc. Investor Relations Contact: Ray Nash (781)
266-5137
Grafico Azioni Novanta (NASDAQ:NOVT)
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Grafico Azioni Novanta (NASDAQ:NOVT)
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