Novanta (NASDAQ: NOVT) to acquire Riverpoint Medical in $1.45B cash deal
Rhea-AI Filing Summary
Novanta Inc. is making a major move into minimally invasive surgical consumables by agreeing to acquire Riverpoint Medical for an upfront cash payment of $1.2 billion, plus a $250 million milestone payment expected in early 2027.
Riverpoint generates about $150 million in revenue with >50% adjusted gross margins, ~40% adjusted EBITDA margins and a 12%–15% organic growth outlook, roughly twice Novanta’s current growth rate. Novanta expects the deal to double recurring medical consumables revenue to roughly $300 million and increase medical end-market exposure to about 60% of total sales.
The transaction is expected to be immediately accretive to Novanta’s Adjusted Diluted EPS in 2026, and in 2027 accretive to revenue growth, adjusted margins, earnings and operating cash flow. It will be funded with cash on hand, existing credit facilities and a completed $300 million equity raise, with a targeted net leverage ratio of about 2.7x at closing and below 2.3x by year-end 2027.
Positive
- Transformative growth and mix shift: Acquisition of Riverpoint Medical (~$150M revenue, 12–15% organic growth) is expected to double recurring medical consumables revenue to about $300M and increase medical end‑market exposure to roughly 60% of total sales.
- Financially accretive profile: Management expects the transaction to be immediately accretive to Adjusted Diluted EPS in 2026 and to add approximately $0.18–$0.25 to Adjusted Diluted EPS in 2027, with more than $80M of identified cumulative profit and capex synergies over five years.
Negative
- High valuation and added leverage: The upfront $1.2B price equates to about 19x Riverpoint’s estimated 2026 Adjusted EBITDA excluding synergies, and Novanta’s net leverage is projected to rise to roughly 2.7x at closing before being reduced over time.
Insights
Large, higher-multiple medtech acquisition that boosts growth and mix but raises leverage.
Novanta is acquiring Riverpoint Medical for $1.2 billion upfront plus a $250 million milestone, implying about 19x estimated 2026 Adjusted EBITDA excluding synergies. Including year‑5 synergies, the multiple falls to roughly 17x, reflecting a premium for Riverpoint’s high growth and margins.
Riverpoint’s ~$150 million revenue, >50% adjusted gross margin and ~40% adjusted EBITDA margin are expected to accelerate Novanta’s top line and profit, doubling recurring medical consumables revenue to around $300 million and lifting medical exposure to about 60% of sales. Management also cites more than $80 million in cumulative profit and capex synergies over five years, including avoided greenfield investments and joint commercial efforts.
The deal will be financed with cash, existing credit facilities and a $300 million equity raise, taking net leverage to roughly 2.7x (under 3.0x gross) after closing in Q3 2026, with a plan to reduce net leverage below 2.3x by year‑end 2027. The company expects the transaction to be immediately accretive to Adjusted Diluted EPS in 2026 and add about $0.18–$0.25 to Adjusted Diluted EPS in 2027, while targeting high single‑digit ROIC by year three.
8-K Event Classification
Key Figures
Key Terms
Equity Purchase Agreement financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
Adjusted EBITDA financial
net leverage ratio financial
representations and warranties insurance policy financial
Material Adverse Effect regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Equity Purchase Agreement
On 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”).
Transaction Consideration
Subject 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.
Conditions to the Transaction
The 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.
Financing of the Transaction
The 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.
In 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”).
The 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.
The 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.
Certain Other Terms of the Purchase Agreement
The 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.
The 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,
enjoining 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).
The 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.
The 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.
Item 7.01 Regulation FD Disclosure.
On June 9, 2026, the Company issued a press release announcing the Transaction. A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.
Also on June 9, 2026, the Company will hold a conference call to discuss the Transaction. A copy of the conference call presentation is attached hereto as Exhibit 99.2 and is also available on the Company’s website, https://www.novanta.com, in the Investor section.
Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K 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 Current Report on Form 8-K 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,” “target,” “could,” “should,” “may,” “will,” “plan,” “aim,” and other similar expressions. These forward-looking statements include, but are not limited to, the expected timing and completion of the transaction, the ability of the parties to satisfy the conditions precedent to consummation of the proposed transaction, including the ability to secure the applicable regulatory approvals on the terms expected, at all or in a timely manner, the anticipated benefits and synergies of the transaction, the expected financing of the transaction statements, 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 future expectations and actions and actual results to differ materially from those contained in the forward-looking statements. Our future expectations and actions and actual results could differ materially from those anticipated in these forward-looking statements as a result of various important factors, including, but not limited to, the following: the risk that the transaction may not be completed on the anticipated timeline or at all; the possibility that any of the anticipated benefits or synergies of the transaction may not be realized; the risk that the business of Runway Buyer and its subsidiaries may not be integrated successfully; risks relating to the financing for the transaction; risks relating to the effect of the announcement of the proposed transaction on the ability of Runway Buyer and its subsidiaries to retain and hire key personnel and maintain relationships with its key business partners and customers, and others with whom it does business, or on its operating results and businesses generally; risks associated with the disruption of our, Runway Buyer and its subsidiaries’ management’s attention from ongoing business operations due to the proposed transaction; the significant costs associated with the proposed transaction; and 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 that are discussed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by our subsequent filings with the Securities and Exchange Commission. Such statements are based on the Company’s beliefs and assumptions and on information currently
available to the Company. Undue reliance should not be placed on these statements, which are only effective as of the date of this Current Report on Form 8-K. 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 Current Report on Form 8-K except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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2.1* |
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Equity Purchase Agreement, dated as of June 8, 2026, by and among Novanta Medical Technologies Corp., Novanta Corporation, Novanta Inc., Runway Midco, LLC and Runway Buyer, LLC |
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Third Amendment to Fourth Amended and Restated Credit Agreement, dated as of June 8, 2026 |
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Press Release issued June 9, 2026 by the Company |
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Investor Conference Call Presentation issued June 9, 2026 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* All schedules and exhibits to the Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Novanta Inc. |
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Date: June 9, 2026 |
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By: |
/s/ Robert J. Buckley |
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Robert J. Buckley |
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Chief Financial Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Novanta Inc. announces acquisition of Riverpoint Medical
BOSTON, June 9, 2026 — Novanta Inc. (NASDAQ: NOVT) (“Novanta” or the “Company”), a trusted technology partner to leading global medical and industrial original equipment manufacturers (OEMs), today announced that it has entered into a definitive agreement to acquire Riverpoint Medical (“Riverpoint Medical” or “Riverpoint”), a category leader in high-growth minimally invasive surgical consumables, from Arlington Capital Partners (“Arlington”), a Washington D.C.-area private investment firm. Under the terms of the agreement, Novanta will acquire all outstanding equity interests of the parent company of Riverpoint Medical for an upfront cash consideration of $1.2 billion and a milestone payment of $250 million in the first quarter of 2027. The transaction is expected to close in the third quarter of 2026, subject to customary regulatory approvals and closing conditions.
The transaction is aligned with Novanta’s strategy to shift its portfolio to more durable, recurring revenue streams, which will help further reduce business cyclicality, deepen Novanta’s medical OEM partnerships, and help compound and accelerate revenue and cash flows.
Riverpoint Medical is a leading developer, designer, and manufacturer of medical devices focused on advanced surgical fibers and related technologies, providing strategic OEMs with private-label minimally invasive surgical consumables and instruments across high-growth end markets including sports medicine, trauma and cardiovascular surgery. Riverpoint’s portfolio includes unique implants and constructs requiring complex assemblies, and novel IP-protected coatings for absorbable and non-absorbable implant material.
“Riverpoint Medical is an exceptional business, a market leader in high-growth minimally invasive surgical consumables that is perfectly aligned with our strategic direction and our business model,” said Matthijs Glastra, Chair and Chief Executive Officer of Novanta. “Riverpoint Medical is growing revenue and cash flows at twice the rate of Novanta, with an expected long-term annual revenue growth outlook of 12% to 15%. Together with Novanta's core business, this acquisition is projected to double our recurring medical consumables revenue to approximately $300 million, deepen our medical end-market concentration to 60% of total revenue, and meaningfully accelerate revenue and profit growth. Because Novanta and Riverpoint serve a common customer base, we will be able to deepen those relationships while adding an additional addressable market opportunity of $2 billion. Beyond the core transaction, we expect this will meaningfully advance our regional manufacturing footprint, placing FDA-registered production capacity in the markets our customers serve, reducing supply chain risk and improving responsiveness. Riverpoint is the right fit, at the right time, and Novanta is the right owner.”
"Novanta is the ideal partner for Riverpoint Medical and for the customers we serve," said Doug King, Chief Executive Officer of Riverpoint Medical. "We have built a uniquely capable business that serves as the innovation engine behind some of the most important new product development programs of our OEM customers in sports medicine, trauma and cardiovascular surgery, utilizing highly specialized implantable surgical fibers. Joining Novanta will accelerate our strategy, while giving our customers access to a broader suite of surgical solutions through a single, deeply trusted OEM partner. We are thankful to Arlington for their strong partnership in guiding us to this point and are excited about the opportunities and resources Novanta will provide our team going forward, giving them the resources and operational infrastructure to scale faster and expand into adjacencies. We are proud of what Riverpoint has accomplished but are more excited about what we will create together."
Matt Altman, a Managing Partner at Arlington, said, “When we first partnered with Riverpoint, we recognized a company with exceptional engineering talent and differentiated capabilities in surgical fiber and biomedical textiles. Together with the management team, we’ve meaningfully expanded its product portfolio, scaled its manufacturing, and broadened its end markets. Novanta is the ideal home for Riverpoint's next chapter, and we're confident the combination will accelerate innovation for customers and create lasting opportunities for the team.” Gordon Auduong, a Managing Director at Arlington, added, “Riverpoint exemplifies the kind of business we set out to build at Arlington—mission-critical products, deep technical capability, and a culture of innovation. We’re proud of what this team has accomplished and excited to see Riverpoint join Novanta, a strategic partner with the scale and resources to take its technologies to the next level.”
Transaction details and financial impact
The upfront purchase price of $1.2 billion represents approximately 19x Riverpoint’s estimated 2026 Adjusted EBITDA excluding synergies, or approximately 17x estimated 2026 Adjusted EBITDA, including the full value of expected year-5 pro forma synergies.
Under Novanta’s ownership upon closing, Riverpoint is expected to generate Adjusted EBITDA, including synergies, of approximately $80 million in 2027. In addition, Novanta has identified more than $80 million in potential cumulative profit and cash flow synergies over five years after closing. Upon completion of the transaction, Riverpoint Medical will be reported under Novanta’s Medical Solutions operating segment.
The transaction will be financed through a combination of cash on hand and Novanta’s existing credit facility, and the recently completed $300 million equity raise.
The transaction is expected to be immediately accretive in 2026 to Novanta’s Adjusted Diluted Earnings Per Share, and in 2027 accretive to revenue growth rate, Adjusted Gross and EBITDA Margins, Adjusted Diluted Earnings Per Share, and Operating Cash Flows. Novanta expects its net leverage ratio to be approximately 2.7x (less than 3.0x on a gross leverage basis) after closing the transaction in the Third Quarter 2026. Novanta expects to reduce its net leverage ratio to be below 2.3x by year-end 2027.
The Company notes that it confirms its previously issued Second Quarter and Full Year 2026 financial guidance for the standalone Company and will update guidance for the impact of the Riverpoint acquisition once the transaction is closed.
Advisors
Baird and J.P. Morgan Securities LLC served as financial advisors to Novanta. Ropes & Gray LLP and King & Spalding LLP served as Novanta’s legal advisors in connection with the transaction. Jefferies LLC served as sole financial advisor to Riverpoint Medical and Goodwin Procter LLP served as Riverpoint Medical’s legal advisor.
About Novanta
Novanta is a leading global supplier of core technology solutions that give medical, life science, and advanced industrial original equipment manufacturers a competitive advantage. We combine deep proprietary expertise and competencies in precision medicine, precision manufacturing, robotics and automation, and advanced surgery with a proven ability to solve complex technical challenges. This enables Novanta to engineer proprietary technology solutions 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, the Novanta Growth System, and our customers’ success. Novanta’s common shares are quoted on Nasdaq under the ticker symbol “NOVT.” For more information, visit www.novanta.com.
About Riverpoint Medical
Riverpoint Medical is a category leader in high-growth minimally invasive surgical consumables, designing and manufacturing IP-protected, private-label products for leading medical OEM customers. Riverpoint’s portfolio includes suture anchors, implantable materials, sutures, and surgical instruments, primarily serving sports medicine and cardiovascular surgery applications. The company’s differentiated position is built on proprietary material science and coating technologies, including osteoconductive materials and coatings, and its ability to own the 510(k) clearance process end-to-end for its customers. Riverpoint is headquartered in Portland, Oregon U.S.A., with manufacturing operations in Portland, Oregon and San Jose, Costa Rica. For more information, visit www.rpmed.com.
About Arlington Capital Partners
Arlington Capital Partners is a Washington, D.C.-area private investment firm specializing in government-regulated industries. Focused on the healthcare, aerospace and defense, and government services and technology sectors, the firm partners with founders and entrepreneurs to build platforms of strategic importance to national priorities. Operating in markets with high barriers to entry, Arlington looks to partner with organizations within these industries that save lives, improve effectiveness, and reduce costs. Since inception in 1999, Arlington has invested in over 200 companies and raised over $14 billion in committed capital. The Firm is currently investing out of its $6 billion Fund VII. For more information, visit Arlington’s website at www.arlingtoncap.com and follow Arlington on LinkedIn.
Conference Call Information
The Company will host a conference call on Tuesday, June 9, 2026 at 8:30 a.m. ET to discuss this announcement. To access the call, please dial (888) 346-3959 prior to the scheduled conference call time. Alternatively, the conference call can be accessed online via a live webcast on the Events & Presentations page of the Investors section of the Company’s website at www.novanta.com.
A replay of the audio webcast will be available approximately three hours after the conclusion of the call in the Investor Relations section of the Company’s website at www.novanta.com. The replay will remain available until Tuesday, September 08, 2026.
Safe Harbor and Forward-Looking Information
Certain statements in this news 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,” “target,” “could,” “should,” “may,” “will,” “plan,” “aim,” and other similar expressions. These forward-looking statements include, but are not limited to, the statements of Mr. Glastra and Mr. King in this press release; statements regarding the proposed acquisition of Riverpoint Medical, the expected timing and completion of the transaction, the ability of the parties to satisfy the conditions precedent to consummation of the proposed transaction, including the ability to secure the applicable regulatory approvals on the terms expected, at all or in a timely manner, the anticipated benefits and synergies of the transaction, our ability to successfully integrate Riverpoint Medical, and our ability to implement our plans, forecasts and other expectations with respect to Riverpoint Medical’s business after the completion of the acquisition, expected financial performance and impact, financial position and financial measures and metrics, including expectations regarding accretion, revenue growth, margins, cash flows, leverage ratios and adjusted earnings per share, the expected financing of the transaction statements, our financial outlook for Novanta, Riverpoint Medical and the combined companies, expectations for future growth and prospects, expectations for strategies and business models, 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 future expectations and actions and actual results to differ materially from those contained in the forward-looking statements. Our future expectations and actions and actual results could differ materially from those anticipated in these forward-looking statements as a result of various important factors, including, but not limited to, the following: the risk that the transaction may not be completed on the anticipated timeline or at all; the possibility that any of the anticipated benefits or synergies of the transaction may not be realized; the risk that the business of Riverpoint Medical may not be integrated successfully; risks relating to the financing for the transaction; risks relating to the effect of the announcement of the proposed transaction on the ability of Riverpoint Medical to retain and hire key personnel and maintain relationships with its key business partners and customers, and others with whom it does business, or on its operating results and businesses generally; risks associated with the disruption of our and Riverpoint Medical management's attention from ongoing business operations due to the proposed transaction; the significant costs associated with the proposed transaction; and
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 that are discussed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by our subsequent filings with the Securities and Exchange Commission. Such statements are based on the Company’s beliefs and assumptions and on information currently available to the Company. Undue reliance should not be placed on these statements, which are only effective as of the date of this news release. 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 news release except as required by law.
Use of Non-GAAP Financial Measures
The non-GAAP financial measures referenced in this press release include Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Margin, and Adjusted Diluted EPS. A reconciliation of these forward-looking non-GAAP measures to the most directly comparable GAAP financial measures is not provided because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including the final purchase price allocation, amortization of acquired intangibles, and other acquisition-related items not available prior to closing. For definitions of these measures and reconciliations of historical non-GAAP results, refer to Novanta's most recent filings with the Securities and Exchange Commission.
More information about Novanta is available on the Company’s website at www.novanta.com. For additional information, please contact Novanta Investor Relations at (781) 266-5137 or InvestorRelations@novanta.com.
Novanta Inc.
Investor Relations Contact:
Ray Nash
(781) 266-5137
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Riverpoint Medical A Novanta Acquisition JUNE 2026 Confidential and Proprietary Exhibit 99.2
Safe Harbor and Forward-Looking Information Certain statements and information in this presentation 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 and information contained in this presentation 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,” “target,” “could,” “should,” “may,” “will,” “plan,” “aim,” and other similar expressions. These forward-looking statements include, but are not limited to, statements regarding the proposed acquisition of Riverpoint Medical, the expected timing and completion of the transaction, the ability of the parties to satisfy the conditions precedent to consummation of the proposed transaction, including the ability to secure the applicable regulatory approvals on the terms expected, at all or in a timely manner, the anticipated benefits and synergies of the transaction, our ability to successfully integrate Riverpoint Medical, and our ability to implement our plans, forecasts and other expectations with respect to Riverpoint Medical’s business after the completion of the acquisition, expected financial performance and impact, financial position and financial measures and metrics, including expectations regarding accretion, revenue growth, margins, cash flows, leverage ratios and adjusted earnings per share, the expected financing of the transaction statements, our financial outlook for Novanta, Riverpoint Medical and the combined companies, expectations for future growth and prospects, expectations for strategies and business models, 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 future expectations and actions and actual results to differ materially from those contained in the forward-looking statements. Our future expectations and actions and actual results could differ materially from those anticipated in these forward-looking statements as a result of various important factors, including, but not limited to, the following: the risk that the transaction may not be completed on the anticipated timeline or at all; the possibility that any of the anticipated benefits or synergies of the transaction may not be realized; the risk that the business of Riverpoint Medical may not be integrated successfully; risks relating to the financing for the transaction; risks relating to the effect of the announcement of the proposed transaction on the ability of Riverpoint Medical to retain and hire key personnel and maintain relationships with its key business partners and customers, and others with whom it does business, or on its operating results and businesses generally; risks associated with the disruption of our and Riverpoint Medical management's attention from ongoing business operations due to the proposed transaction; the significant costs associated with the proposed transaction; and 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 that are discussed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by our subsequent filings with the Securities and Exchange Commission. Such statements are based on the Company’s beliefs and assumptions and on information currently available to the Company. Any or all of our forward-looking statements may turn out to be inaccurate, and there are no guarantees about our performance. The factors identified above are not exhaustive. We operate in a dynamic business environment in which new risks may emerge frequently. Undue reliance should not be placed on these statements, which are only effective as of the date of this presentation. 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 presentation except as required by law. In this presentation, we present the non-GAAP financial measure of Adjusted EBITDA, Adjusted Gross Profit Margin, and Adjusted Diluted EPS. Please see “Use of Non-GAAP Financial Measures” in the accompanying appendix, or from our most recent earnings press release for the reasons why we use these measures, a reconciliation of these measures to the most directly comparable GAAP measures, and other information relating to these measures.
Creating shareholder value Accelerates strategic direction Doubles exposure to recurring medical revenue stream Expands into high growth minimally invasive surgery segments with the same customers Immediately accretive to growth, margins, profit, and cash flow Establishes regional North American medical manufacturing Unlocks future portfolio expansion opportunities
Confidential and Proprietary 4 Who is Riverpoint Medical? IP-protected private-label products, including implantable materials & surgical consumables Owns the 510(k) Clearance Process for their customers The innovation engine powering their customers' new product development Strong track record of successful new product launches, with ~50 engineers North America manufacturing: Regional Manufacturing Serves high-growth surgical segments, including sports medicine and cardiovascular ~$150M Revenue COMPANY PROFILE >50% Adjusted Gross Margins ~40% Adjusted EBITDA Margins 12% to 15% Organic growth (CAGR) >80 Owned/Licensed Patents +500 Employees Category leader in high-growth minimally invasive surgical consumables, designing and manufacturing private-label IP-protected products for medical OEM customers Note: Adjusted Gross Margin and Adjusted EBITDA are non-GAAP metrics
Leading-edge product offerings in high growth surgical end markets ~$2B global addressable market Osteoconductive coatings | Bio-integrative designs | Soft suture-only anchors Improving Patient Outcomes and Enhancing OR/ASC Throughput Leading the Technology Shift Towards Absorbable / Implanted Materials Sports Medicine Cardiovascular Confidential and Proprietary 5 INNOVATION LEADER ATTRACTIVE END MARKETS
Increases Novanta’s Medical Solutions Through the Same OEM Customer Commercial Channel Confidential and Proprietary 6 Precision Robotics Components and Solutions Insufflators, Pumps, and iOR equipment Minimally Invasive Surgical Consumables: Implantable Materials for Surgeries Minimally Invasive Surgical Consumables: Tube sets for fluid and gas management
Right fit, right time, right owner Financially Accretive Doubles Recurring Medical Consumables Business Future Portfolio Expansion Opportunities Expands into Attractive Minimally Invasive Surgery Adjacencies Established Regional Medical Manufacturing in the Americas Expands Medical Consumables business to ~$300 million Medical Consumables expected to grow to ~1/3rd of total sales by 2030 Shifts portfolio to ~60% of sales in medical end-markets Establishes Novanta as Preferred OEM Supplier in Medical Consumables Buy and Build Acquisition Potential in $2B market adjacency +10% Long-Term Revenue Growth Adj. Gross Margin and Adj. EBITDA Margin Accretive Accelerates Long-Term Profit Growth Profile Immediately Earnings Accretive Avoids the investment and associated costs of a North American greenfield site Sports Medicine, Cardiac, & Other Surgical Solutions +50% Overlap w/ Novanta’s Customer Base Growth Driven by Shift to Implanted & Absorbable Consumables Establishes in-region-for-region manufacturing network to support leading global OEMs
United States Costa Rica Germany (Novanta site) Czech Republic (Novanta site) Global synergy CAPABILITIES of cumulative profit and capex synergy across 5 years +$80M Confidential and Proprietary ~$20M Cumulative capex savings, avoiding our own North American greenfield investments +$30M Cumulative profit savings by bypassing ~3 years of greenfield qualification and expanding to North American sites Complementary Manufacturing Footprint 8 +50% Current customer overlap between Novanta and Riverpoint +$25M Cumulative profit savings through combining teams and driving joint selling and product development processes Go-to-Market Combination +$10M Cross-sell opportunities, realized through Year 5, with additional growth beyond that through further design wins Customer Sales Synergies Value of Profit Synergies Realized Run-rate achieved
Accelerates Novanta Strategy 53% $244M $981M +Embedded Software 0% Advanced Industrial Medical Advanced Components Subsystems Consumables ~4x Revenue Growth Expanding business mix to medical consumables ~15% Revenue Growth +Medical +Subsystems +Recurring +60% +30% 2025 Sales 2025 Sales 5%
Notes: (1) For representative purposes, Novanta 2026 standalone based on Wall Street Consensus Estimates as of May 13, 2026. Novanta 2027-2030 and Riverpoint Medical 2026-2030 financials based on internal forecasts (2) Adjusted Gross Margin and Adjusted EBITDA are non-GAAP metrics Novanta Riverpoint impact Pro Forma combined Accelerates growth, expands medical revenue mix, accretive to margins & profit Illustrative Revenue CAGR Organic Growth Accretive Illustrative Adj. EBITDA CAGR Profit Growth Accretive ~7% ~100 bps +8% ~11% ~200 bps +13% Medical End Market Revenue % of Total Revenue 53% ~60% Novanta Pro Forma combined Adjusted Gross Margin % Adj. Gross Margin 46% ~47% Novanta Pro Forma '25 combined Adjusted EBITDA % Adj. EBITDA Margin 23% ~24% Novanta Pro Forma ‘25 combined Medical Consumables Revenue % of Total Revenue 15% ~30% Novanta Pro Forma '30 combined Novanta Riverpoint impact Pro Forma combined Growth and Mix Impact Profitability Impact 12% to 15%
Confidential and Proprietary 11 RETURNS & ACCRETION VALUATION Creating shareholder value TRANSACTION OVERVIEW PRICE & TERMS FINANCING & LEVERAGE Net leverage by year-end 2027 <2.3x $1.2B $250M Purchase price Milestone payment in 2027 High single-digit ROIC by year 3, hurdle-rate achieved by year 5 Accretive to Adjusted Diluted EPS in year 1 $0.18 to $0.25 Accretive to Adjusted Diluted EPS in 2027 Expected to close in 3Q 2026, subject to regulatory review ~19X Estimated 2026 EBITDA (excluding synergies) Estimated 2027 EBITDA (excluding synergies) (w/ Milestone payment) ~20X ~17X ~15X Including the full value of Year 5 Pro Forma synergies (w/ Milestone payment) Note: Adjusted Diluted EPS is a non-GAAP metric <3.0x Gross leverage at close Net leverage at close ~2.7x Financed with cash on-hand, credit facility, and a completed $300 million equity raise
Appendix Confidential and Proprietary 12
Portfolio Strategy and Revenue Profile 2015 Novanta Current Combined Pro Forma 2025 $0.4B Revenue Low-Single Digit Organic Growth ~$1B Revenue Mid-Single Digit Organic Growth +$1.1B Revenue High-Single Digit Organic Growth Minimally Invasive & Robotic Surgery Non-invasive MedTech Life Science Equipment Semiconductor Robotics & Intelligent Automation Advanced Mftg. ~40% Medical Sales: 53% ~60%
Compounds the Novanta Flywheel Select asset-light businesses with strong margins Allocate based on cash-on-cash return Deliver consistent, predictable & sustainable cash flows Make cash-accretive acquisitions in adjacent areas: Medical technologies Consumables Embedded software VALUES PEOPLE CULTURE Grow organic revenue 1 2 3 Compound cash flows Evolve business mix Novanta Growth System Win in high-growth markets Innovate & expand with attractive growth platforms
Use of non-GAAP Measures The non-GAAP financial measures used in this presentation are Adjusted EBITDA, Adjusted Gross Profit Margin. The Company believes that these non-GAAP financial measures provide useful and supplementary information to investors regarding the operating performance of the Company. It is management’s belief that these non-GAAP financial measures would be particularly useful to investors because of the significant changes that have occurred outside of the Company’s day-to-day business in accordance with the execution of the Company’s strategy. This strategy includes streamlining the Company’s existing operations through site and functional consolidations, strategic divestitures and product line closures, expanding the Company’s business through significant internal investments, and broadening the Company’s product and service offerings through acquisitions of innovative and complementary technologies and solutions. The financial impact of certain elements of these activities, particularly acquisitions, divestitures, and site and functional restructurings, is often large relative to the Company’s overall financial performance and can adversely affect the comparability of its operating results and investors’ ability to analyze the business from period to period. The Company defines Adjusted EBITDA as operating income (loss) from continuing operations before deducting depreciation, amortization, non-cash share-based compensation, impairment of goodwill and intangible assets, restructuring, acquisition, divestiture and other costs, inventory related charges associated with product line closures, acquisition fair value adjustments, officers transition costs, employee COVID-19 testing, costs incurred for insurance recovery claim, planning and design phase of the financial and operation system implementation, operational transformation costs, and EU medical device regulation charges.The calculation of Adjusted Gross Profit Margin excludes amortization of acquired intangible assets and amortization of inventory fair value adjustments related to business acquisitions, inventory related charges associated with a product line closure, and operational transformation costs. Adjusted Diluted EPS excludes: amortization of acquired intangible assets; inventory fair value adjustments related to business acquisitions; inventory related charges associated with product line closures; operational transformation costs; impairment of goodwill and intangible assets; restructuring, acquisition and related costs; discrete costs related to the planning and design phase of a financial and operation system implementation; acquisition fair value adjustments; officer transition costs; employee COVID-19 testing costs; charges related to an insurance recovery; EU medical device regulation charges; write-off of costs related to our debt refinancing; foreign exchange transaction gains (losses); significant discrete income tax expenses (benefits) related to releases of valuation allowances, uncertain tax positions, tax audits or amendments to prior year returns, certain changes in tax laws, and acquisition related tax planning actions on the Company’s effective tax rate; and the income tax effect of non-GAAP adjustments. The Company’s Adjusted EBITDA, Adjusted Gross Margin, and Adjusted Diluted EPS are used by management to evaluate operating performance, communicate financial results to the Board of Directors, benchmark results against historical performance and the performance of peers, and evaluate investment opportunities, including acquisitions and divestitures. In addition, Adjusted EBITDA and Adjusted Gross Margin are financial performance metrics used to determine bonus payments for senior management and employees. Accordingly, the Company believes that these non-GAAP financial measures provide greater transparency and insight into management’s method of analysis. Non-GAAP financial measures should not be considered as substitutes for, or superior to, measures of financial performance prepared in accordance with GAAP. They are limited in value because they exclude charges that have a material effect on the Company’s reported results and, therefore, should not be relied upon as the sole financial measures to evaluate the Company’s financial results. The non-GAAP financial measures are meant to supplement, and to be viewed in conjunction with, GAAP financial measures. Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures as provided in the tables accompanying this document. This presentation also includes forward-looking non-GAAP financial measures, including projected Adjusted EBITDA for Riverpoint Medical and the combined company, and estimated Adjusted Diluted EPS accretion. A reconciliation of these forward-looking non-GAAP measures to the most directly comparable GAAP financial measures is not provided because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including the final purchase price allocation, amortization of acquired intangibles, and other acquisition-related items not available prior to closing.
Non-GAAP reconciliation Nine Months Ended Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Dec 31, Apr 3, 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 REVENUE Revenue (GAAP) $243,796 $316,910 $364,706 $373,598 $384,758 $521,290 $614,337 $626,099 $590,623 $706,793 $860,903 $881,662 $949,245 $980,600 $257,707 ADJUSTED EBITDA Operating income (loss) from continuing operations (GAAP) $20,798 $19,951 ($16,729) $29,304 $32,955 $57,566 $71,013 $55,282 $55,888 $64,054 $103,079 $110,496 $110,584 $94,012 $27,539 Depreciation and amortization 12,458 19,570 23,797 19,114 20,357 30,758 37,052 38,280 38,293 43,126 53,158 46,612 55,563 61,932 14,160 Share-based compensation 4,534 5,442 4,329 4,387 4,293 5,493 7,647 9,340 22,535 22,557 23,108 25,588 23,307 29,538 9,796 Impairment of goodwill and intangible assets - - 41,442 - - - - - - - - - - - - Restructuring, acquisition, divestiture and other costs 4,369 5,387 3,091 8,273 7,945 7,542 8,041 16,574 3,810 18,020 4,384 13,060 13,714 20,442 2,098 Inventory related charges associated with product line closures - - - - 1,370 - - - - - - 473 2,493 65 - Acquisition fair value adjustments 965 596 358 205 4,754 - 1,270 188 1,411 160 - 2,777 - - Officer transition costs - - - - 1,306 - - - - - - - 1,411 1,137 - Employee COVID-19 testing costs - - - - - - - - 275 3,568 240 - - - - Costs incurred for insurance recovery claim - - - - - - - - - - - - - 6,220 - Planning and design phase of financial and operation system implementation - - - - - - - - - - - - - 7,604 2,658 Operational transformation costs - - - - - - - - - - - - - - 556 EU medical device regulation charges - - - - - - - - - - - - - - 269 Adjusted EBITDA (Non-GAAP) $42,159 $51,315 $56,526 $61,436 $68,431 $106,113 $123,753 $120,746 $120,989 $152,736 $184,129 $196,229 $209,849 $220,950 $57,076 Adjusted EBITDA Margin (Non-GAAP) 17% 16% 15% 16% 18% 20% 20% 19% 20% 22% 21% 22% 22% 23% 22% (in thousands of dollars) Twelve Months Ended Three Months Ended
Non-GAAP reconciliation Dec 31, Dec 31, Apr 3, 2024 2025 2026 REVENUE Revenue (GAAP) $949,245 $980,600 $257,707 ADJUSTED GROSS MARGIN Gross Profit (GAAP) $421,545 $435,284 $113,578 Gross Profit Margin (GAAP) 44.4% 44.4% 44.1% Amortization of intangible assets 14,773 16,276 3,759 Acquisition fair value adjustments 2,777 - - Inventory related charges associated with a product line closure 2,493 65 - Operational transformation costs - - 225 Adjusted Gross Profit (Non-GAAP) $441,588 $451,625 $117,562 Adjusted Gross Profit Margin (Non-GAAP) 46.5% 46.1% 45.6% (in thousands of dollars) Twelve Months Ended Three Months Ended