v3.26.1
Subsequent Event
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Event Subsequent Event
Pending Merger
On April 13, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with A-AV Holdco I, Inc. (“Parent”) and A-AV MergerSub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Avanos (the “Merger”), with Avanos surviving as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of American Industrial Partners (“AIP”), an operationally oriented industrials investor.
At the effective time of the Merger, each issued and outstanding share of our common stock (other than certain excluded shares and shares held by stockholders who properly exercise appraisal rights) will be cancelled and converted into the right to receive $25.00 per share in cash, without interest.
In addition, at or immediately prior to the effective time, our outstanding equity awards, including stock options and restricted stock units, will be cancelled and converted into the right to receive cash payments based on the Merger consideration, subject to the terms of the Merger Agreement.
The consummation of the Merger is subject to customary closing conditions, including adoption and approval of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon and receipt of required regulatory approvals, including under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Merger is not subject to a financing condition.
The Merger Agreement contains customary representations, warranties and covenants, including covenants relating to our conduct of its business between the signing of the Merger Agreement and the completion of the Merger.
The Merger Agreement also contains customary termination provisions, including the right of either party to terminate the agreement under specified circumstances, including if the Merger is not consummated by January 13, 2027; if required stockholder approval is not obtained; or if certain closing conditions are not satisfied. In addition, upon termination of the Merger Agreement under specified circumstances, including if we terminate the Merger Agreement to enter into an alternative acquisition agreement with respect to a Superior Proposal (as defined in the Merger Agreement), we would be required to pay Parent a termination fee of $37.5 million.
If the Merger Agreement is consummated, we will become a privately held company and our common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended. No adjustments have been made to the accompanying financial statements related to the Merger transaction.