Novanta Announces Agreement to Acquire Schneider Electric Motion USA

Novanta Inc. (Nasdaq: NOVT) (“Novanta” or the “Company”), a trusted technology partner to medical and advanced technology equipment manufacturers, announced today that it has reached an agreement to acquire Schneider Electric Motion USA (“SEM,” “IMS,” or “Intelligent Motion Systems”) for $115 million in cash. The transaction is expected to close in the third quarter of 2021.

Schneider Electric Motion USA is a manufacturer of motion control components for automation equipment. The company is a leader in innovative motion control solutions, specifically around brushless motor technology, integrated motor drives and electronic controls. Founded in 1986 as Intelligent Motion Systems (IMS), the business develops key solutions for applications demanding highly precise, controlled movement in areas including medical instruments, lab automation, robotics, and other advanced manufacturing applications. The business has approximately 60 employees and is headquartered in Marlborough, Connecticut.

“SEM is expected to help our expansion into automation and robotic applications through advanced motion control solutions. The business is also anticipated to increase Novanta’s exposure to the Life Sciences and Medical end markets while broadening our access to sophisticated automation integrators,” said Matthijs Glastra, Chief Executive Officer and Chairperson of Novanta. “The addition of SEM’s technology would expand our precision motion control portfolio, furthering our ability to serve customers with unique, high performance solutions.”

The transaction is subject to customary closing conditions, including regulatory approvals, and will be financed using available cash on hand and the Company’s revolving credit facility. The acquisition is expected to be accretive to Novanta's free cash flow and non-GAAP earnings per share. SEM’s actual revenue and profit contribution to Novanta's 2021 financial results will depend on the ultimate date of the closing of the transaction, among other factors.

Safe Harbor and Forward-Looking Information

Certain statements in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on current expectations and assumptions that are subject to risks and uncertainties. All statements contained in this news release that do not relate to matters of historical fact should be considered forward-looking statements, and are generally identified by words such as “expect,” “intend,” “anticipate,” “estimate,” “believe,” “future,” “could,” “should,” “plan,” “aim,” and other similar expressions. These forward-looking statements include, but are not limited to, statements regarding the anticipated Schneider Electric Motion USA acquisition, including our expectation that the acquisition is expected to close in the third quarter of 2021; our expectation that the acquisition will be accretive to Novanta’s free cash flow and non-GAAP earnings per share; our expectation that Schneider Electric Motion USA expands Novanta’s position in robotics, adds intelligent subsystem content and increases our exposure to the Life Science and Medical markets; our expectation that the Schneider Electric Motion USA acquisition increases the scale of our Precision Motion segment with an ability to cross sell to our mutual customers; sources of funding for the Schneider Electric Motion USA acquisition; and other statements that are not historical facts.

These forward-looking statements are neither promises nor guarantees, but involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including, but not limited to, the following: our failure to successfully integrate recent and future acquisitions into our business; economic and political conditions and the effects of these conditions on our customers’ businesses and level of business activities; risks associated with the COVID-19 pandemic and other events outside our control; our significant dependence upon our customers’ capital expenditures, which are subject to cyclical market fluctuations; our dependence upon our ability to respond to fluctuations in product demand; our ability to continually innovate and successfully commercialize our innovations; failure to introduce new products in a timely manner; customer order timing and other similar factors beyond our control; disruptions or breaches in security of our information technology systems; our failure to comply with data privacy regulations; changes in interest rates, credit ratings or foreign currency exchange rates; risks associated with our operations in foreign countries; risks associated with increased outsourcing of components manufacturing outside the U.S.; our exposure to increased tariffs, trade restrictions or taxes on our products; negative effects on global economic conditions, financial markets and our business as a result of the United Kingdom’s withdrawal from the European Union; violations of our intellectual property rights and our ability to protect our intellectual property against infringement by third parties; risk of losing our competitive advantage; our ability to attract and retain key personnel; our restructuring and realignment activities and disruptions to our operations as a result of consolidation of our operations; product defects or problems integrating our products with other vendors’ products; disruptions in the supply of certain key components or other goods from our suppliers; our failure to accurately forecast component and raw material requirements leading to excess inventories or delays in the delivery of our products; production difficulties and product delivery delays or disruptions; our exposure to medical device regulations, which may impede or hinder the approval or sale of our products and, in some cases, may ultimately result in an inability to obtain approval of certain products or may result in the recall or seizure of previously approved products; potential penalties for violating foreign, U.S. federal, and state healthcare laws and regulations; impact of healthcare industry cost containment and healthcare reform measures; changes in governmental regulations affecting our business or products; our compliance, or failure to comply, with environmental regulations; our failure to implement new information technology systems and software successfully; our failure to realize the full value of our intangible assets; our exposure to the credit risk of some of our customers and in weakened markets; our reliance on third party distribution channels; being subject to U.S. federal income taxation even though we are a non-U.S. corporation; changes in tax laws, and fluctuations in our effective tax rates; any need for additional capital to adequately respond to business challenges or opportunities and repay or refinance our existing indebtedness, which may not be available on acceptable terms or at all; our existing indebtedness limiting our ability to engage in certain activities; volatility in the market price for our common shares; and our failure to maintain appropriate internal controls in the future.

Other important risk factors that could affect the outcome of the events set forth in these statements and that could affect the Company’s operating results and financial condition are discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as updated by our future filings with the Securities and Exchange Commission (“SEC”). Such statements are based on the Company’s beliefs and assumptions and on information currently available to the Company. The Company disclaims any obligation to publicly update or revise any such forward-looking statements as a result of developments occurring after the date of this document except as required by law.

About Novanta

Novanta is a leading global supplier of core technology solutions that give medical and advanced industrial original equipment manufacturers (“OEMs”) a competitive advantage. We combine deep proprietary technology expertise and competencies in photonics, vision and precision motion with a proven ability to solve complex technical challenges. This enables Novanta to engineer core components and sub-systems that deliver extreme precision and performance, tailored to our customers’ demanding applications. The driving force behind our growth is the team of innovative professionals who share a commitment to innovation and customer success. Novanta’s common shares are quoted on Nasdaq under the ticker symbol “NOVT”.

More information about Novanta is available on the Company’s website at www.novanta.com. For additional information, please contact Novanta Inc. Investor Relations at (781) 266-5137 or InvestorRelations@novanta.com.

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