Novanta Inc. Announces Offering of Tangible Equity Units

Novanta Inc. (NASDAQ:NOVT) ("Novanta" or the "Company"), a trusted technology partner to medical and advanced technology equipment manufacturers, announced today that it has commenced a public offering of 11 million tangible equity units, with an aggregate stated amount of $550.0 million. Each tangible equity unit will have a stated amount of $50.00 and be comprised of a prepaid stock purchase contract and a senior amortizing note due 2028, each issued by Novanta. The tangible equity unit offering is a public offering made by means of a prospectus supplement under Novanta's effective shelf registration statement. Novanta's common shares are quoted on Nasdaq under the ticker symbol "NOVT," and Novanta has applied to list the tangible equity units on Nasdaq under the symbol "NOVTU."

Novanta intends to grant the underwriters of the offering a 30-day option to purchase up to an additional 1,650,000 tangible equity units, solely to cover over-allotments, if any.

Novanta expects to use the net proceeds from the offering to strengthen the balance sheet and enhance strategic flexibility, which may include funding working capital and potential future acquisitions and investments, as well as capital expenditures, share repurchases, and other general corporate purposes. Pending use of the net proceeds from the offering described above, Novanta intends to use a portion of the net proceeds to repay approximately $317 million of indebtedness under its revolving credit facility.

J.P. Morgan and BofA Securities are acting as joint book-running managers for the tangible equity unit offering. The offering of tangible equity units (including the component stock purchase contracts and senior amortizing notes) is being made pursuant to an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC"). The offering may only be made by means of the prospectus supplement relating to such offering and the accompanying prospectus. Copies of the prospectus supplement for the offering and the accompanying prospectus can be obtained when available by contacting J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at [email protected] and [email protected]; or BofA Securities NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department or by emailing [email protected].

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities (including Novanta's common shares into which the purchase contracts settle) and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding Novanta's intent, belief or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "could," "potential," "intend," "expect," "estimate," "believe," "plan," or other similar words or expressions, and include statements regarding the tangible equity units offering, the anticipated use of proceeds and other future events. These forward-looking statements are based on certain assumptions and expectations, and Novanta's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although Novanta believes that expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its assumptions or expectations will be attained, and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on Novanta's operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, Novanta's ability to consummate the offering of the tangible equity units within the timing and at the price that it anticipates; changes in the terms of the purchase contracts and senior amortizing notes; and the risks detailed from time to time in Novanta's filings with the SEC, including those set forth in its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this press release. Novanta cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, it expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

About Novanta

Novanta is a leading global supplier of core technology solutions that give medical, life science, and advanced industrial original equipment manufacturers a competitive advantage. We combine deep proprietary expertise and competencies in precision medicine, precision manufacturing, robotics and automation, and advanced surgery with a proven ability to solve complex technical challenges. This enables Novanta to engineer proprietary technology solutions that deliver extreme precision and performance, tailored to our customers' demanding applications. The driving force behind our growth is the team of innovative professionals who share a commitment to innovation, the Novanta Growth System, and our customers' success. Novanta's common shares are quoted on Nasdaq under the ticker symbol "NOVT."

For additional information, please contact Novanta Investor Relations at (781) 266-5137 or [email protected].

View source version on businesswire.com: https://www.businesswire.com/news/home/20251105662581/en/

Novanta Inc.

Investor Relations Contact:

Ray Nash

(781) 266-5137