{"url_path":"/sec/novt/8-k/2026-06-09/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1076930/0001193125-26-262867-index.html","accession_number":"0001193125-26-262867","cik":"0001076930","ticker":"NOVT","issuer_name":"NOVANTA INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1076930/0001193125-26-262867-index.html","primary_entity_key":"0001076930","primary_entity_name":"NOVANTA INC"},"word_count":1175,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nEquity Purchase Agreement\n\nOn June 8, 2026, Novanta Inc., a Canadian corporation (the “Company”), Novanta Medical Technologies Corp., a Delaware corporation and an indirect subsidiary of the Company (“Buyer”), Novanta Corporation, a Michigan corporation (“Intermediate Parent”, and together with the Company and the Buyer, the “Buyer Parties”), Runway Midco, LLC, a Delaware limited liability company (“Seller”), and Runway Buyer, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Seller (“Runway Buyer”), entered into an Equity Purchase Agreement (the “Purchase Agreement”), pursuant to which Buyer will acquire from Seller all of the issued and outstanding limited liability company interests (the “Purchased Interests”) of Runway Buyer (the “Transaction”).\n\nTransaction Consideration\n\nSubject to the terms and conditions of the Purchase Agreement, at the closing of the Transaction (the “Closing”), the Buyer Parties will pay Seller $1,200,000,000 in cash (the “Closing Consideration”). In addition, a milestone payment amount of $250,000,000 is payable by the Buyer Parties to Seller on or before January 8, 2027. The Closing Consideration is subject to customary adjustments based on cash, working capital, debt and transaction expenses of Runway Buyer as of the Closing.\n\nConditions to the Transaction\n\nThe Closing is subject to satisfaction or waiver of certain conditions, including, among other things, (a) the absence of any law, order or injunction by any governmental entity of competent jurisdiction preventing the completion of the Transaction or making the completion of the Transaction illegal, (b) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), without the imposition of an unacceptable condition, (c) subject to certain exceptions, the accuracy of representations and warranties with respect to the Buyer Parties, Runway Buyer and the Seller, (d) compliance in all material respects by the Buyer Parties, Runway Buyer and the Seller with their respective covenants contained in the Purchase Agreement and (e) the absence of any Material Adverse Effect (as defined in the Purchase Agreement) with respect to Runway Buyer.\n\nFinancing of the Transaction\n\nThe Transaction will be financed through a combination of cash on hand, the Company’s existing credit facilities available under the Credit Agreement (as defined below) and proceeds from the Company’s equity issuance announced today.\n\nIn connection with the Transaction, Intermediate Parent, the Company, and certain wholly-owned subsidiaries of the Company entered into the Third Amendment to Fourth Amended and Restated Credit Agreement (the “Third Amendment”), with Bank of America, N.A., as administrative agent and lender, and the other lenders party thereto, which amends that certain Fourth Amended and Restated Credit Agreement dated as of June 27, 2025 (as amended, the “Credit Agreement”).\n\nThe Third Amendment, among other things, amends (i) the interest rate applicable to loans under the Credit Agreement by widening the pricing margin by 0.25% if the Company’s consolidated leverage ratio exceeds 3.75 to 1.00 and (ii) amends the financial covenants under the Credit Agreement by (x) increasing the permitted consolidated leverage ratio to 4:00 to 1.00 or 4.50 to 1.00 for four consecutive quarters following a Designated Acquisition (as defined in the Credit Agreement) and (y) decreasing the permitted consolidated fixed charge coverage ratio to 1.00 to 1.00 for the four consecutive fiscal quarters following consummation of the Transaction.\n\nThe foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Third Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.\n\nCertain Other Terms of the Purchase Agreement\n\nThe Purchase Agreement contains customary representations, warranties and covenants made by the Buyer Parties, Runway Buyer and Seller, including covenants relating to the conduct of Runway Buyer’s business between the date of signing the Purchase Agreement and the Closing, regulatory approvals, access to information, employee matters, confidentiality and exclusivity. The Buyer Parties will obtain a representations and warranties insurance policy in connection with the Transaction. The Company and Intermediate Parent will guarantee the prompt payment and performance of all present and future payment and performance obligations of Buyer to Seller and Runway Buyer under the Purchase Agreement and the other transaction documents.\n\nThe Purchase Agreement contains certain customary termination rights, including, among others, (i) the right of either Buyer or Seller to terminate by mutual written agreement, (ii) the right of either Buyer or Seller to terminate if the Transaction has not been consummated within one hundred fifty (150) days after the date of the Purchase Agreement, (iii) the right of either Buyer or Seller to terminate if a governmental authority has issued any final, non-appealable order that has the effect of permanently restraining,\n\n \n\n \n\nenjoining or otherwise prohibiting the Transaction, (iv) the right of either Buyer or Seller to terminate due to a material breach by the other party of any of its representations, warranties or covenants which would result in the closing conditions not being satisfied, subject to certain conditions, and (v) the right of Seller or Buyer to terminate if Closing is not timely consummated (subject to a notice period for Buyer).\n\nThe foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.\n\nThe Purchase Agreement has been attached as an exhibit to this Current Report on Form 8-K in order to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, Runway Buyer, Seller or their respective affiliates or to modify or supplement any factual disclosures about the Company, Runway Buyer, Seller or their respective affiliates in public reports filed with the SEC. The Purchase Agreement includes representations, warranties and covenants of the Buyer Parties, Runway Buyer and Seller that were made solely for the purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties thereto, and which may be subject to important qualifications and limitations agreed to by the Buyer Parties, Runway Buyer and Seller in connection with the negotiated terms of the Purchase Agreement. Moreover, such representations and warranties may not be accurate or complete as of any specified date, have been modified or qualified by certain disclosures between the parties made in connection with the negotiation of the Purchase Agreement, which disclosures are not reflected in the Purchase Agreement itself, and may apply contractual standards of materiality in a way that is different from that which may be viewed as material by the Company’s stockholders or other security holders. In addition, the representations and warranties were made for purposes of allocating risk among the parties to the Purchase Agreement and were not intended, and should not be relied upon, as statements of fact. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures."}