Veralto Announces Agreement to Acquire In-Situ and Establishes $750 Million Share Repurchase Program

Rhea-AI Summary

Veralto (NYSE: VLTO) agreed to acquire In-Situ for $435 million (approximately $422 million after estimated tax benefits) with closing expected in Q1 2026. In-Situ is expected to deliver ~$80 million of 2025 sales, ~50% gross margin and mid‑teens EBITDA margin. Veralto estimates $11 million of pre‑tax run‑rate cost synergies by the end of year three and values the deal at about 19x 2025 EBITDA including synergies. Veralto also authorized a $750 million common‑stock repurchase program and expects to fund the acquisition with cash on hand.

Positive

• Acquisition price ~$422M after tax benefits
• In-Situ expected $80M revenue in 2025
• Estimated pre-tax cost synergies of $11M by year three
• Authorized share repurchase program of $750M

Negative

• Deal values In‑Situ at approximately 19x 2025 EBITDA
• Acquisition funded with cash on hand, reducing liquidity reserves

Insights

M&A and Capital Allocation Strategist

Acquisition plus a large buyback signals growth push and shareholder return while valuation and synergy delivery are key near-term risks.

The transaction adds a complementary water‑analytics business to Veralto by acquiring In‑Situ for $435 million (approx $422 million after estimated tax benefits) and expected $80 million of 2025 sales, ~50% gross margin and mid‑teens EBITDA margin. The company discloses expected pre‑tax run‑rate cost synergies of approximately $11 million by the end of year three and frames funding coming from cash on hand. Simultaneously, the Board authorized a sizeable share repurchase program of up to $750 million, which increases capital return optionality alongside the acquisition.

Primary dependencies and risks center on execution: realizing the stated $11 million cost synergies and any additional commercial cross‑sell opportunities, and integrating In‑Situ into the OTT HydroMet portfolio within the stated timeline to validate the asserted returns. The deal pricing—stated at roughly 19x 2025 estimated EBITDA including synergies—and the stated expectation of delivering a double‑digit return on invested capital by year five are concrete metrics to monitor but require follow‑through to confirm value creation.

Items to watch include completion of the transaction in Q1 2026, the actual realization of the $11 million run‑rate synergies by the end of year three, reported post‑close revenue and margin trends for the combined water analytics portfolio, and the pace and method of the $750 million buyback execution over subsequent quarters. These milestones will clarify whether the acquisition and repurchase program together create measurable shareholder value.

• Adds strategic, synergistic bolt-on with complementary water analytics technologies and channels
• Expands presence in high-growth environmental water and hydrology markets
• Demonstrates disciplined approach to capital allocation to create long-term shareholder value

WALTHAM, Mass., Nov. 25, 2025 /PRNewswire/ -- Veralto (NYSE: VLTO) (the "Company"), a global leader in essential water and product quality solutions dedicated to Safeguarding the World's Most Vital Resources™, announced that it has entered into a definitive agreement to acquire In-Situ for $435 million, subject to customary closing adjustments. The purchase price, after considering estimated tax benefits, is approximately $422 million. The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions.

Additionally, the Company announced that its Board of Directors has authorized a share repurchase program for its common stock of up to $750 million. Under the program, share repurchases may be executed over time through various methods, including open market and privately negotiated repurchases, at the Company's discretion.

In-Situ, based in Colorado, is a global leader in environmental water measurement and monitoring solutions with a leading portfolio of water quality sondes, water quality sensors and data management solutions that help customers monitor and measure the quality or quantity of surface and groundwater. In-Situ has a proven track record of innovating differentiated technology solutions that are easy for customers to operate.

In-Situ's product portfolio is highly complementary to the OTT HydroMet business within Veralto's water analytics portfolio. This strategic combination expands Veralto's presence in surface and groundwater quality with the opportunity to drive meaningful operational and commercial synergies to create value for all stakeholders.

"As a premier provider of water analytic technologies, In-Situ enables Veralto to tap into faster growing applications within the water ecosystem that are essential for public health and economic security while providing an ideal complement to OTT HydroMet's product portfolio within our Water Quality segment," said Jennifer L. Honeycutt, Veralto's President and Chief Executive Officer. "The combination of In-Situ and OTT HydroMet will create significant opportunities to accelerate growth, drive operational efficiency and deliver value for all stakeholders, and we look forward to welcoming the In-Situ team to Veralto." 

Christopher McKee, Chairman of In-Situ, said: "As I reflect on In-Situ's journey and this next exciting chapter with Veralto, I'm filled with gratitude for the extraordinary people who have poured their talent and passion into this company. Today, we carry their legacy forward, joining Veralto in a powerful combination that will accelerate our global growth and deliver even stronger solutions to protect the environment and improve lives around the world." 

Over the past three years, In-Situ has averaged high-single digit sales growth. In 2025, In-Situ is expected to deliver approximately $80 million in sales with gross margin of about 50% and mid-teens EBITDA margin. The Company estimates pre-tax run-rate cost synergies of approximately $11 million by the end of year three following the completion of the transaction. In addition, the Company anticipates meaningful commercial synergies from the combination of In-Situ with its existing OTT Hydromet product portfolio, and further operational synergies post year three.

The purchase price after considering estimated tax benefits is approximately $422 million which represents approximately 19x⁽¹⁾ In-Situ's 2025 estimated EBITDA, including expected cost synergies . The deal is expected to be funded with cash on hand and is expected to deliver a double-digit return on invested capital by year five.

⁽¹⁾ Based on a purchase price of $422 million after considering tax benefits, divided by In-Situ's estimated 2025 EBITDA plus pre-tax run-rate cost synergies of approximately $11 million dollars to be achieved by the end of year three following completion of the transaction. 

About Veralto

With annual sales of over $5 billion, Veralto is a global leader in essential technology solutions with a proven track record of solving some of the most complex challenges we face as a society. Our industry-leading companies with globally recognized brands help billions of people around the world access clean water, safe food and trusted essential goods. Headquartered in Waltham, Massachusetts, our global team of nearly 17,000 associates is committed to making an enduring positive impact on our world and united by a powerful purpose: Safeguarding the World's Most Vital Resources™.

About In-Situ, Inc.

In-Situ Inc. designs, manufactures, sells and rents water level, quality and flow monitoring instrumentation for environmental and treatment process applications. The company also provides a full solution for decision-quality data collection and management via best-in-class mobile and cloud software and telemetry. In-Situ's team has been guided by their mission: We develop innovative technologies used to monitor and protect the world's finite environmental resources.

Use of Non-GAAP Financial Information

Veralto supplements its consolidated financial statements presented on a GAAP basis with certain non-GAAP financial information, to provide investors with greater insight, increase transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making. References to the non-GAAP financial measure of return on invested capital refers to the gross purchase price of the acquisition divided by the net operating profit after taxes of the acquired business. References to non-GAAP EBITDA refer to operating profit before interest, taxes, depreciation and amortization expenses. The non-GAAP financial measures disclosed by Veralto in this press release should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP, and the financial results prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated.

In-Situ Financial Information

The financial information of In-Situ provided herein is unaudited and is derived from information provided to Veralto by In-Situ's' management in conjunction with due diligence procedures, with various Veralto management adjustments also reflected. This information has not been conformed to the accounting principles (GAAP) and accounting policies followed by Veralto. Further, the definitions of performance measures of the In-Situ's business, such as sales, gross margin and operating profit, may not align with the definitions used by Veralto.

Forward-Looking Statements

Certain statements in this release, including the statements regarding the proposed acquisition of In-Situ and the anticipated timing thereof, the anticipated impact of the transaction on the Company, In-Situ's future financial performance, the Company's share repurchase program, the Company's differentiation and positioning to continue delivering sustainable, long-term shareholder value and any other statements regarding events or developments that we believe or anticipate will or may occur in the future are "forward-looking" statements within the meaning of the federal securities laws. All statements other than historical factual information are forward-looking statements, including, without limitation, statements regarding: projections of revenue, expenses, profit, profit margins, asset values, pricing, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, Veralto's liquidity position or other projected financial measures; Veralto's management's plans and strategies for future operations, including statements relating to anticipated operating performance, customer demand, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs, initial public offerings, other securities offerings or other distributions, strategic opportunities, stock repurchases, dividends and executive compensation; growth, declines and other trends in markets Veralto sells into, including the impact of changes to global trade policies, restrictions on imports, related countermeasures and reciprocal tariffs; future new or modified laws, regulations, accounting pronouncements or public policy changes; regulatory approvals and the timing and conditionality thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; results of operations and/or financial condition; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Veralto intends or believes will or may occur in the future. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings. These forward-looking statements speak only as of the date of this release and except to the extent required by applicable law, the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

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SOURCE Veralto

FAQ

What is Veralto (VLTO) paying to acquire In‑Situ and when will it close?

Veralto agreed to acquire In‑Situ for $435M (≈$422M after tax benefits) with closing expected in Q1 2026.

How large are In‑Situ's expected 2025 sales and margins in the VLTO deal?

In‑Situ is expected to deliver about $80M in 2025 sales, ~50% gross margin and mid‑teens EBITDA margin.

What synergies did Veralto (VLTO) disclose for the In‑Situ acquisition?

Veralto expects approximately $11M of pre‑tax run‑rate cost synergies by the end of year three and additional commercial synergies.

How will Veralto fund the In‑Situ purchase and what buyback was announced?

The purchase is expected to be funded with cash on hand, and the board authorized a share repurchase program up to $750M.

What valuation multiple did Veralto report for the In‑Situ acquisition?

The purchase price after tax benefits implies about 19x In‑Situ's 2025 estimated EBITDA including expected synergies.