Nordson Corporation (NASDAQ:NDSN) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Amendment to Merger Agreement

As previously announced, on February20, 2017, Nordson Corporation
(Nordson), Viking Merger Corp. (Merger Sub), a wholly owned
subsidiary of Nordson, Vention Medical Holdings, Inc. (Vention)
and VMHI Rep Services, LLC (VMHI), as stockholder representative,
entered into an Agreement and Plan of Merger (the Merger
Agreement). to the terms of the Merger Agreement, Vention will be
merged with and into Merger Sub (the Merger) effective as of the
effective time of the Merger (the Effective Time).

On March30, 2017, Nordson, Merger Sub, Vention and VMHI entered
into the First Amendment to Agreement and Plan of Merger (the
Amendment) to which the parties agreed, among other things, that
the Cash Consideration (as defined in the Merger Agreement) would
be increased by $11.5million and, in connection therewith, that
Nordson would not have any obligation to pay to Ventions
stakeholders any tax refunds or credits related to the
pre-closing periods and any tax benefits related to the
pre-closing periods that are utilized by Nordson after the
consummation of the Merger.

The foregoing description of the Amendment is a summary only and
is qualified in its entirety by the terms of the Amendment, a
copy of which is filed as an exhibit to this Current Report on
Form 8-K and is incorporated herein by reference.

Term Loan Agreement

On March31, 2017, in connection with the closing of the Merger,
Nordson established a $705.0million term loan facility to the
terms of the First Amendment and Joinder to Term Loan Agreement
(the Term Loan Amendment), dated as of March31, 2017, by and
among Nordson, the lenders party thereto and PNC Bank, National
Association, as lender and administrative agent, which amended
the single-purpose term loan agreement (as amended by the Term
Loan Amendment, the Term Loan Agreement), by and among Nordson,
the lenders party thereto, PNC Bank, National Association, as
lender and administrative agent, the joint lead arrangers and
joint bookrunners party thereto, the co-syndication agents party
thereto and the co-documentation agents party thereto.

The Term Loan Agreement:

Borrowings under the Term Loan Agreement bear interest at either
an alternate base rate or an adjusted LIBOR rate plus, in each
case, an applicable margin. Such applicable margin is based on
Nordsons Leverage Ratio (as defined in the Term Loan Agreement).
Interest is payable (a)in the case of alternate base rate loans,
quarterly, and (b)in the

case of LIBOR rate loans, on the maturity date of the borrowing,
or quarterly from the effective date for borrowings exceeding
three months.

Borrowings under the Term Loan Agreement are available for use by
Nordson for the single purpose of acquiring Vention via the
Merger.

The foregoing description of the Term Loan Agreement is a summary
only and is qualified in its entirety by the terms of the Term
Loan Agreement, a copy of which is filed as an exhibit to this
Current Report on Form 8-K and is incorporated herein by
reference.

On March31, 2017, to the terms of the Merger Agreement, Nordson,
Vention and Merger Sub completed the Merger, with Vention merging
with and into Merger Sub (the Merger) effective as of the
Effective Time. As a result of the Merger, Merger Sub ceased to
exist and Vention survived as a wholly owned subsidiary of
Nordson.

Vention is a leading designer, developer and manufacturer of
minimally invasive interventional delivery devices, catheters and
advanced components for the global medical technology market.
Under the terms of the Merger Agreement, as amended, Nordson
acquired Vention, excluding all of the outstanding capital stock
of Vention Medical, Inc. (Vention Medical), and certain
subsidiaries of Vention Medical that were sold to a third party
prior to the Effective Time, on a cash-free and debt-free basis
for an aggregate purchase price of $716.5million, subject to
certain adjustments (including a customary working capital
adjustment), resulting in a transaction with an approximate
enterprise value of $705million.

The foregoing description of the Merger Agreement is a summary
only and is qualified in its entirety by the terms of the Merger
Agreement, a copy of which is filed as an exhibit to this Current
Report on Form 8-K and is incorporated herein by reference.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant.