Nordson Corporation signed a definitive agreement to acquire CyberOptics Corporation from GAMCO Investors, Inc., Royce & Associates, LP, Aigh Capital Management, LLC and others for approximately $400 million.
August 07, 2022
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Nordson Corporation (NasdaqGS:NDSN) signed a definitive agreement to acquire CyberOptics Corporation (NasdaqGM:CYBE) from GAMCO Investors, Inc. (OTCPK:GAMI), Royce & Associates, LP, Aigh Capital Management, LLC and others for approximately $400 million on August 7, 2022. The all-cash transaction is valued at $54 a share, or approximately $380 million net of cash acquired. Nordson intends to finance the transaction using its cash on hand and/or borrowings and has represented in the merger agreement that it has sufficient funds to pay the aggregate merger consideration. Upon termination of the Merger Agreement under the limited specified circumstances, CyberOptics will be required to pay Nordson a termination fee of $12,471,727. The transaction is subject to approval by the holders of CyberOptics Corporation common stock, the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other customary closing conditions. The boards of directors of both companies have approved the transaction. The transaction is expected to close before the end of 2022. The transaction is expected to close in Nordson’s first quarter fiscal 2023.
Barclays Capital Inc. acted as exclusive financial advisor as well as fairness opinion provider and Stephen Quinlivan of Stinson LLP acted as legal advisor to CyberOptics Corporation. Morgan Stanley & Co. LLC acted as exclusive financial advisor and James Dougherty and Erin de la Mare of Jones Day acted as legal advisors and due diligence providers to Nordson Corporation. As compensation for Barclays' services in connection with the merger, a fee of $500,000 was paid by CyberOptics to Barclays upon the delivery of Barclays’ opinion, which is referred to as the “Opinion Feeâ€. Additional compensation of approximately $4.7 million will be payable upon completion of the merger. Equiniti Trust Company acted as transfer agent to CyberOptics. CyberOptics retained Okapi Partners, a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a fee of up to $26,000, plus reasonable out-of-pocket expenses.
GAMCO Investors, Inc. is a provider of investment advisory services to open and closed-end funds semi-transparent exchange-traded funds (ETFs), and institutional and private wealth management. The Company manages assets on a fully discretionary basis and invests in a variety of United States and international securities through various investment styles, including value, growth, non-market correlated, and convertible securities. The Company conducts its investment advisory business principally through two subsidiaries: Gabelli Funds, LLC (24 open-end funds, 14 closed-end funds, five actively managed semi-transparent ETFs, and a societe d'investissement a capital variable (SICAV)) and GAMCO Asset Management Inc. (approximately 1,400 institutional and private wealth separate accounts, principally in the United States). It serves various client bases, including institutions, intermediaries, offshore investors, private wealth, and direct retail investors.
Nordson Corporation signed a definitive agreement to acquire CyberOptics Corporation from GAMCO Investors, Inc., Royce & Associates, LP, Aigh Capital Management, LLC and others for approximately $400 million.
GAMCO INVESTORS, INC. 
