NOVANTA INC 8-K

What Happened

• Novanta Inc. (through Novanta Medical Technologies Corp. and Novanta Corporation) closed the previously announced acquisition of Runway Buyer, LLC on July 23, 2026. At closing the buyer parties paid approximately $1.2 billion in cash, subject to customary post-closing adjustments, and remain obligated to pay a $250.0 million milestone payment on or before January 8, 2027. The acquisition was originally disclosed in Novanta’s June 8, 2026 Form 8-K and the Purchase Agreement was filed as an exhibit to that filing.

Key Details

• Closing date: July 23, 2026.
• Cash paid at closing: approximately $1.2 billion (subject to customary adjustments).
• Contingent milestone: $250.0 million payable on or before January 8, 2027.
• Financing: On July 22, 2026, Novanta’s Intermediate Parent borrowed $616.0 million under its revolving credit and delayed draw term loan facilities to fund part of the purchase; remaining consideration funded with cash on hand.
• Debt impact: After those borrowings, Novanta’s consolidated debt was $854.7 million as of July 22, 2026. Borrowings mature in June 2030 and can be repaid early without prepayment penalty.
• Company issued a press release on July 27, 2026 announcing the closing.

Why It Matters

• The deal is material in size—about $1.45 billion total potential consideration (≈$1.2B paid now plus $250M milestone)—and will affect Novanta’s balance sheet and cash needs.
• The $616M of new borrowings meaningfully increased consolidated debt to $854.7M, which investors should monitor relative to the company’s cash flow and leverage metrics.
• The $250M milestone payment is contingent but contractually due by January 8, 2027 and could affect near-term liquidity if paid.
• Financial statements and additional disclosures related to the acquired business will be provided in subsequent filings (per the Form 8-K).

Keywords: acquisition, merger, Novanta, Runway Buyer, debt financing, milestone payment, Form 8-K, July 2026.