Novanta Inc. filed unaudited pro forma condensed combined financial information with the Securities and Exchange Commission, disclosing that a $250.0 million milestone payment remains payable to Runway Midco, LLC on or before January 8, 2027. The Canadian corporation acquired all issued and outstanding limited liability company interests of Runway Buyer, LLC through an Equity Purchase Agreement signed on June 8, 2026, with the transaction closing on July 23, 2026.
The aggregate purchase price for the acquisition was approximately $1,450.6 million. Novanta funded this amount using cash on hand and $616.0 million in borrowings under its revolving credit facility and delayed draw term loan facility. The company also executed a private placement of common shares on June 8, 2026, generating gross proceeds of approximately $300 million before placement agent fees and offering expenses of $12.4 million. The equity financing closed on June 11, 2026, resulting in net proceeds of approximately $287.6 million, which Novanta used to fund the acquisition.
The pro forma condensed combined balance sheet is presented as of April 3, 2026, assuming the transaction occurred on that date. It combines Novanta's unaudited consolidated balance sheet as of April 3, 2026, with Runway Buyer's unaudited consolidated balance sheet as of March 31, 2026. The pro forma condensed combined statement of operations for the three months ended April 3, 2026, and for the year ended December 31, 2025, are presented as if the transaction had occurred on January 1, 2025.
| Item | Amount (USD) |
|---|---|
| Aggregate Purchase Price | $1,450.6 million |
| Debt Financing | $616.0 million |
| Milestone Payment Due | $250.0 million |
| Equity Financing Gross Proceeds | $300 million |
| Equity Financing Net Proceeds | $287.6 million |
Novanta is accounting for the transaction as a business combination under Accounting Standards Codification Topic 805, with Novanta as the accounting acquirer. The purchase consideration is allocated to assets acquired and liabilities assumed based on estimated fair values at the date of completion. The valuation process is preliminary, and any differences between the estimated fair value of the consideration transferred and the estimated fair value of assets and liabilities will be recorded as goodwill. The purchase consideration allocation and related adjustments in the pro forma financial information are subject to revision based on a final determination of fair value.
All financial data in the unaudited condensed combined financial information is presented in thousands of U.S. dollars and prepared under U.S. GAAP. The pro forma figures serve solely for informational use and do not reflect actual historical results or guarantee future performance of the combined entity.