Kewaunee Scientific Agrees To Acquire Nycom For Initial Base Purchase Price Of $55M

Transaction Highlights

Under the terms of the definitive purchase agreement, Kewaunee will acquire Nycom for an initial base purchase price of $55 million, subject to positive or negative adjustments based on Nycom's trailing 12-month Adjusted EBITDA, or 2026 Adjusted EBITDA, whichever is greater, and other customary post-closing adjustments for working capital, cash, indebtedness and transaction expenses.

$20 million of the purchase price will be payable in the form of a subordinated promissory note issued by Kewaunee at closing, subject to positive or negative adjustments based on Nycom's EBITDA. $5 million of the purchase price will be payable in newly issued shares of Kewaunee's common stock. The remaining cash portion of the purchase price will be funded by Kewaunee with cash on hand and borrowings pursuant to financing expected to be provided at closing by PNC Bank.

Jon Nystrom, founder and current chairman of Nycom, will join Kewaunee's board at closing, and Jonathan Nystrom will enter into an employment agreement with Kewaunee and join Kewaunee's corporate executive management team.

The transaction has been approved by the respective boards of directors of both companies. The transaction is subject to customary closing conditions and is expected to close in the fourth quarter of fiscal 2027.