Filing Flows › Nordson (NDSN) › Takeover & LBO
Is Nordson (NDSN) a takeover target?
A leveraged buyout at today's price plus 30% ($419.47 a share) would return about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $216.09 a share (−33% against today's $322.67). Historically 3.3% of companies with its figures were bought within a year (0.66× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $419.47 | today's $322.67 plus 30% |
| × shares | 56.0 million | |
| = Equity value | $23.5B | |
| + Debt refinanced | $1.9B | |
| − Cash | $113M | |
| = Enterprise value | $25.3B | 28.9× EBITDA of $877M |
| Fees | $506M | 2% of the price |
| New debt | $4.8B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $21.0B | 81% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $3.2B | $939M | $369M | $410M | $4.4B |
| Year 2 | $3.4B | $995M | $338M | $481M | $3.9B |
| Year 3 | $3.6B | $1.0B | $301M | $553M | $3.4B |
| Year 4 | $3.7B | $1.1B | $259M | $623M | $2.8B |
| Year 5 | $3.8B | $1.1B | $211M | $691M | $2.1B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 22.7× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $25.4B | |
| − Debt left | $2.1B | |
| = Buyer's equity | $23.3B | |
| Money multiple | 1.11× | on $21.0B put in |
| Buyer's yearly return (IRR) | 2.1% |
Price against return
What the buyer makes at other premiums over today's $322.67; the IRR reaches 20% at $216.09 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $354.94 | 6.1% |
| 20% | $387.20 | 4.0% |
| 30% | $419.47 | 2.1% |
| 40% | $451.74 | 0.4% |
| 50% | $484.00 | −1.1% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $3.0B | |
| EBITDA, last 12 months | $877M | 29.4% of revenue |
| Depreciation and amortization | $76.3M | |
| Capital spending | $49.4M | |
| Debt | $1.9B | |
| Cash | $113M | |
| Share price | $322.67 | on Oct 30, 2026 |
Fixed rules, the same as the interactive view's starting point: the shares are bought at today's price plus 30%, the company's debt is refinanced and fees take 2%. New debt is the least of 5.5× EBITDA, 65% of the price and the amount whose interest EBITDA covers 2 times, at 7.65% a year (SOFR 3.89% plus the high-yield B spread 3.26% plus 0.5%, rates of Oct 15, 2026). Revenue grows 7.0% in the first year — the company's own rate, held between −3% and +8% — fading to 3% by year 5; the EBITDA margin, depreciation and capital spending stay at today's share of revenue; working capital takes 10% of each year's added revenue; tax is 18% of profit after interest. Every dollar of free cash flow repays debt. After 5 years the buyer sells at today's multiple of EBITDA.
What a takeover could cost
Takeovers in its sector paid a median premium of 40% over the share price before the deal (the middle half 14.7% to 60.2%), according to the 20 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Nordson would cost about $451.74 a share, $25.3B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 14.7% | $370.10 | $20.7B |
| Median | 40% | $451.74 | $25.3B |
| High end (a quarter paid more) | 60.2% | $516.92 | $29.0B |
The odds, from history
Historically 3.3% of companies with its figures were bought within a year (0.66× the average). Its figures put it in decile 3 of 10 (10 = the most likely to be bought). The odds come from a model of every merger proxy, tender-offer response and going-private statement filed on EDGAR since 2011, set against each company's size, margins, debt, cash flow and growth the year before.
Nordson's latest quarter
Nordson, Q3 FY26: revenue $818M (+10% year over year), operating margin 27.3%, net earnings $153M, operating cash flow $249M. The chart follows the revenue to costs, profit and cash.
Questions
Is Nordson being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Nordson?
A leveraged buyout at today's price plus 30% ($419.47 a share) would return about 2% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $216.09 a share (−33% against today's $322.67).
What would a takeover of Nordson cost?
Takeovers in its sector paid a median premium of 40% over the share price before the deal (the middle half 14.7% to 60.2%), according to the 20 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Nordson would cost about $451.74 a share, $25.3B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.