NOVANTA INC 8-K

What Happened
Novanta Inc. announced on June 9, 2026 (Purchase Agreement dated June 8, 2026) that its indirect subsidiary, Novanta Medical Technologies Corp., will acquire all issued and outstanding interests in Runway Buyer, LLC. The upfront purchase price at closing is $1,200,000,000 in cash, plus a contingent milestone payment of $250,000,000 payable on or before January 8, 2027. Closing is subject to customary conditions, including satisfaction of Hart‑Scott‑Rodino clearance, no Material Adverse Effect, accuracy of representations and warranties, and other standard closing covenants and regulatory approvals.

Key Details

• Purchase Agreement dated June 8, 2026; 150‑day outside termination right if not closed.
• Consideration: $1.2 billion cash at closing + $250 million milestone (potential total $1.45 billion). Closing consideration subject to customary cash, working capital, debt and transaction expense adjustments.
• Financing: combination of cash on hand, existing credit facilities and proceeds from a contemporaneous equity issuance; Novanta amended its Credit Agreement (Third Amendment, dated June 8, 2026) to change pricing and temporarily relax leverage and fixed charge coverage covenants following the acquisition.
• Credit amendment highlights: +0.25% pricing margin if consolidated leverage > 3.75:1; permitted consolidated leverage increased to 4.00:1 (or 4.50:1) and fixed charge coverage ratio allowed as low as 1.00:1 for four consecutive quarters following a “Designated Acquisition.”
• Other terms: buyer will obtain representations & warranties insurance; Novanta Inc. and its intermediate parent will guarantee Buyer’s obligations; standard termination rights and customary covenants apply.

Why It Matters
This is a material acquisition for Novanta that increases near‑term cash and financing needs and temporarily loosens its bank covenants to accommodate higher leverage after closing. Investors should note the total potential purchase price ($1.45B), the reliance on equity issuance and the credit facility amendment to fund the deal, and that the transaction remains subject to regulatory review and other closing conditions. The filing also highlights typical integration, financing and execution risks and confirms Novanta provided a press release and investor presentation dated June 9, 2026.