Note 2 - Acquisitions |
9 Months Ended |
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Aug. 29, 2026 | |
| Notes to Financial Statements | |
| Mergers, Acquisitions and Dispositions Disclosures [Text Block] |
Note 2: Acquisitions
Pending Acquisition of Advanced Medical Solutions Group plc
On June 25, 2026, the Company issued an announcement pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers, disclosing that the board of directors of the Company and the board of directors of Advanced Medical Solutions Group plc (“AMS”) had reached agreement on the terms of a recommended final cash offer by the Company for the entire issued and to be issued share capital of AMS. The acquisition price values the entire issued and to be issued ordinary share capital of AMS at approximately 659,000 British pounds ( pence per share) and implies an enterprise value of approximately 715,000 British pounds. The Company has entered into a forward exchange contract to economically hedge the cash cost of the transaction and various credit agreements to fund it. See Notes 6 and 11 for further description of these financial instruments. On August 12, 2026, the shareholders of AMS approved the Company's proposed acquisition of AMS. The transaction is expected to close by the end of the calendar year, subject to certain regulatory approvals and other customary closing conditions.
Dongguan Nako Technology Co., Ltd.
On August 26, 2026, we acquired certain assets of Dongguan Nako Technology Co., Ltd. ("Dongguan Nako") for a purchase price of 70,000 China Yuan Renminbi, or approximately $10,416 which was funded through existing cash. Upon closing we paid 25,650 China Yuan Renminbi and will make a second payment and a third holdback payment totaling 31,350 China Yuan Renminbi based on the terms of the agreement. Additionally, the purchase price includes an estimated earnout of up to 13,000 China Yuan Renminbi which is due on the third anniversary of the original closing date following the completion of certain performance goals. Headquartered in Dongguan City, China, Dongguan Nako is engaged in the business of automated fastener precoating, including anti-loosening, leak-proofing, vibration absorption and screw coating services. The acquisition of Dongguan Nako is expected to accelerate the realization of our top growth priorities in China, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry. The acquisition fair value measurement was preliminary as of August 29, 2026 and includes goodwill of $5,241, other intangible assets of $4,831 and other net assets of $344. Goodwill represents expected synergies from combining Dongguan Nako with our existing business. Goodwill is not deductible for tax purposes. Dongguan Nako is included in our Engineering Adhesives operating segment.
ND Industries Fastening Elements Locking and Sealing Technologies Industry and Trade Inc.
On November 17, 2025, we completed the acquisition of ND Industries Fastening Elements Locking and Sealing Technologies Industry and Trade Inc. ("ND Industries Turkey") for a purchase price of 334,106 Turkish lira, or approximately $7,902 which was funded through existing cash. This includes a holdback amount of 105,699 Turkish lira that will be paid in two payments on the 18-month and 36-month anniversaries of the closing date. Headquartered in Istanbul, Turkey, ND Industries Turkey is a leading provider of specialty adhesives and fastener locking and sealing solutions. The acquisition of ND Industries Turkey is expected to accelerate the realization of our top growth priorities in EIMEA, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry. The acquisition fair value measurement was preliminary as of August 29, 2026 and includes goodwill of $4,533, other intangible assets of $3,300 and other net assets of $69. Goodwill represents expected synergies from combining ND Industries Turkey with our existing business. Goodwill is not deductible for tax purposes. ND Industries Turkey is included in our Engineering Adhesives operating segment.
ND Industries Asia, Inc.
On February 15, 2025, we acquired the assets of ND Industries Asia, Inc. ("ND Industries Taiwan") for a purchase price of 271,860 Taiwan dollars, or approximately $8,310 which was funded through existing cash. Headquartered in Kaohsiung, Taiwan, ND Industries Taiwan is a leading provider of specialty adhesives and fastener locking and sealing solutions. The acquisition of ND Industries Taiwan is expected to accelerate the realization of our top growth priorities in Greater Asia, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry. The acquisition fair value measurement was final as of November 29, 2025 and includes goodwill of $2,801, other intangible assets of $2,400 and other net assets of $3,109. Goodwill represents expected synergies from combining ND Industries Taiwan with our existing business. Goodwill is deductible for tax purposes. ND Industries Taiwan is included in our Engineering Adhesives operating segment.
GEM S.r.l. and Medifill Limited
On January 15, 2025, we completed the acquisition of GEM S.r.l. (“GEM”) and on December 2, 2024, we completed the acquisition of Medifill Limited (Medifill) for a total purchase price of 191,868 Euros, or approximately $196,990 which was funded through borrowings on our credit facility and existing cash. The transaction includes a 30,000 Euro holdback to be paid in three annual tranches beginning year after the date of acquisition with the first payment made during the first quarter 2026. The fair value of the remaining holdback was $25,725 as of August 29, 2026. See Note 12 for more information on the fair value of the holdback.
Although they were independent transactions, the acquisitions of GEM and Medifill were accounted for as a single business combination under ASC 805, as they were negotiated concurrently and are economically interdependent. Headquartered in Viareggio, Italy, GEM develops, produces and sells medical adhesives for wound closure in both surgical and topical applications. Headquartered in Dublin, Ireland, Medifill produces medical-grade cyanoacrylate adhesives tailored to the wound closure market for GEM. The acquisitions of GEM and Medifill established a European headquarters for our Medical Adhesives Technologies business and European production capabilities for our medical adhesive offerings, further shifting our portfolio toward highly profitable, higher growth markets. The acquisition fair value measurement was final as of February 28, 2026 and includes goodwill of $91,430, other intangible assets of $104,723 and other net assets of $837. Goodwill represents expected synergies from combining GEM and Medifill with our existing business. Goodwill is not deductible for tax purposes. GEM and Medifill are included in our Hygiene, Health and Consumable Adhesives operating segment.
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