8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 21, 2012

Nordson Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	0-7977	34-0590250
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
28601 Clemens Road, Westlake, Ohio		44145
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 440-892-1580

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 21, 2012, Nordson Corporation ("Nordson") completed the previously announced acquisition of Xaloy Superior Holdings, Inc. ("Xaloy") pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated June 2, 2012, among Nordson, Xaloy, Industrial Growth Partners III, L.P., as stockholder representative, and Buckeye Merger Corp., a wholly owned subsidiary of Nordson (the "Merger Sub"). Upon the terms and subject to the conditions set forth in the Merger Agreement, the Merger Sub merged with and into Xaloy, with Xaloy surviving the merger as a wholly owned subsidiary of Nordson.

Pursuant to the Merger Agreement, Nordson acquired Xaloy for an aggregate purchase price of $200 million (the "Purchase Price"). The Purchase Price is subject to certain adjustments, including a customary working capital adjustment. Nordson funded the Purchase Price with borrowings under its Credit Agreement with PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC, as sole lead arranger and sole bookrunner, and the various lenders from time to time party thereto, and with borrowings under its Credit Agreement with KeyBank National Association, as administrative agent, J.P. Morgan Securities LLC, The Bank of Tokyo-Mitsubishi UFJ, LTD., PNC Bank, National Association and RBS Citizens, NA, as joint lead arrangers and joint bookrunners, Wells Fargo Bank, National Association, as senior managing agent, and the various lenders from time to time party thereto.

Xaloy is a leading manufacturer of melt delivery components for injection and extrusion machinery in the global plastic processing industry.

A copy of the press release, dated June 21, 2012, announcing the completion of the acquisition of Xaloy is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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 hereunto duly authorized.

	Nordson Corporation
June 22, 2012	By:	Robert E. Veillette
		Name: Robert E. Veillette
		Title: Vice President, Secretary & General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Nordson Corporation dated June 21, 2012

EX-99.1

Nordson Corporation

28601 Clemens Road

Westlake, Ohio 44145 USA

FOR RELEASE:
CONTACT: Immediately
James R. Jaye
Director, Communications & Investor Relations
440.414.5639

Jim.Jaye@nordson.com

Nordson Corporation Completes Acquisition of Xaloy Superior Holdings, Inc.

Westlake, Ohio, USA – June 21, 2012 — Nordson Corporation (Nasdaq: NDSN) today announced it has completed the acquisition of New Castle, Pennsylvania-based Xaloy Superior Holdings, Inc., a leading manufacturer of melt delivery components for injection and extrusion machinery in the global plastic processing industry. The completion of the transaction follows Nordson’s June 4 announcement that it had entered into an agreement to acquire Xaloy.

Nordson management will hold a live webcast of its conference call discussing the acquisition at 8:30 a.m. ET, on Tuesday, June 26, 2012. The webcast may be accessed on the investor section of Nordson’s website at www.nordson.com/investors. Slides that more fully describe this transaction also will be available on the site prior to the start of the call. Following the webcast, an archived version of the call will be available until July 3, 2012.

Nordson Corporation delivers precision technology solutions that help customers increase throughput, productivity and up-time, enable new products and features, and decrease material usage. The company engineers, manufactures and markets differentiated products and systems used for dispensing adhesives, coatings, sealants, biomaterials and other materials, fluid management, test and inspection, UV curing and plasma surface treatment, all supported by application expertise and direct global sales and service. Nordson serves a wide variety of consumer non-durable, durable and technology end markets including packaging, nonwovens, electronics, medical, appliances, energy, transportation, construction, and general product assembly and finishing. Founded in 1954 and headquartered in Westlake, Ohio, the company has operations and support offices in more than 30 countries. Visit Nordson on the web at www.nordson.com, www.twitter.com/Nordson—Corp or www.facebook.com/nordson.

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