AIP to take Avanos (NYSE: AVNS) private at $25 per share
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Avanos Medical, Inc. has agreed to be acquired by affiliates of American Industrial Partners in an all-cash merger. Avanos stockholders will receive $25.00 per share in cash, valuing the company at an enterprise value of approximately $1.272 billion and representing a 72.1% premium to the April 13, 2026 closing price and an 82.8% premium to the 30-day volume-weighted average price.
The Board unanimously approved the Agreement and Plan of Merger and recommends stockholders adopt it. Closing is expected in the second half of 2026, subject to approval by a majority of outstanding shares, antitrust and other regulatory clearances, and other customary conditions; the merger is not subject to a financing condition and is backed by an equity commitment from American Industrial Partners Capital Fund VIII, L.P. After completion, Avanos will become a private company and its common stock will be delisted from the New York Stock Exchange.
Positive
- All-cash premium exit for stockholders: Avanos agreed to be acquired by affiliates of American Industrial Partners for $25.00 per share in cash, valuing the company at about $1.272 billion and delivering a 72.1% premium to the prior closing price and an 82.8% premium to the 30-day VWAP.
Negative
- None.
Insights
All-cash sale of Avanos at a 72.1% premium looks economically attractive but still faces deal-closing risks.
The transaction values Avanos at approximately $1.272 billion, with stockholders receiving $25.00 per share in cash. The stated 72.1% premium to the April 13, 2026 close and 82.8% premium to the 30-day VWAP indicate a materially higher exit price than recent trading levels.
The deal is unanimously approved by the Board and is not subject to a financing condition, supported by an equity commitment from American Industrial Partners Capital Fund VIII, L.P. However, closing still depends on a majority-of-outstanding stockholder vote, antitrust and foreign investment clearances, no Material Adverse Effect, and other customary conditions, with an outside date of January 13, 2027. A termination fee of $37,500,000 applies in specified circumstances, including if Avanos accepts a Superior Proposal. Upon completion, shares will be delisted and the company will operate privately under AIP’s ownership.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Per-share merger consideration: $25.00 per share
Enterprise value: $1.272 billion
Premium to prior close: 72.1%
+4 more
7 metrics
Per-share merger consideration
$25.00 per share
Cash paid for each Avanos common share at merger closing
Enterprise value
$1.272 billion
All-cash transaction value for Avanos Medical, Inc.
Premium to prior close
72.1%
Premium to April 13, 2026 closing stock price
Premium to 30-day VWAP
82.8%
Premium to 30-day volume-weighted average price to April 13, 2026
Termination fee
$37,500,000
Payable by Avanos to Parent in specified termination scenarios
Outside date
January 13, 2027
Date after which either party may terminate if merger not closed
Expected closing period
Second half of 2026
Target timeframe for completion of the acquisition
Key Terms
Agreement and Plan of Merger, Merger Consideration, Hart-Scott-Rodino Antitrust Improvements Act, Superior Proposal, +2 more
6 terms
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"converted into the right to receive $25.00 per Share in cash, without interest (the “Merger Consideration”)"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Hart-Scott-Rodino Antitrust Improvements Act regulatory
"expiration or earlier termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act"
A U.S. law that requires companies planning large mergers or acquisitions to notify federal antitrust authorities and wait for review before completing the deal. Think of it like applying for a building permit: regulators check whether the combined business would unfairly hurt competition and can clear the deal, impose changes, or seek to stop it, so the process affects transaction timing, cost, and whether expected benefits reach investors.
Superior Proposal regulatory
"reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement)"
A superior proposal is a competing offer to buy or merge with a company that is materially better than an existing deal, typically offering higher cash, stronger terms, or fewer conditions. It matters to investors because it can raise the expected payout or change deal certainty—like getting a higher bid at an auction, a superior proposal can increase share value or prompt renegotiation of the transaction.
Intervening Event regulatory
"the Board may effect an Adverse Recommendation Change ... in response to an “Intervening Event”"
termination fee financial
"the Company will be required to pay to Parent a termination fee of $37,500,000"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
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: April 13, 2026
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||||||||||||||
Registrant’s telephone number, including area code: (844 ) 428-2667
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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On April 13, 2026, Avanos Medical, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, A-AV Holdco I, Inc., a Delaware corporation (“Parent”), and A-AV MergerSub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Upon the terms and conditions set forth in the Merger Agreement, Merger Subsidiary will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
At the effective time of the Merger (the “Effective Time”), each issued and outstanding share (each, a “Share”) of Common Stock, par value $0.01 per share (“Company Stock”), of the Company (other than (i) Shares held by a holder who is entitled to demand and properly demands appraisal of such Shares in accordance with Section 262 of the Delaware General Corporation Law and (ii) Shares held by the Company, Parent or any of their respective subsidiaries (each, an “Excluded Company Share”)), will be cancelled and converted into the right to receive $25.00 per Share in cash, without interest (the “Merger Consideration”). At the Effective Time, each Excluded Company Share will automatically be cancelled and extinguished without any consideration paid for such Excluded Company Share.
Pursuant to the Merger Agreement, at or immediately prior to the Effective Time, (a) each outstanding restricted stock unit of the Company which is subject to only time-based vesting conditions (each, a “Company TRSU”), whether or not vested, and whether settleable in shares of Company Stock or cash, will be canceled, and the Company will pay to each holder of a Company TRSU, at or promptly after the Effective Time, an amount in cash determined by multiplying (i) the Merger Consideration per share of Company Stock by (ii) the number of shares of Company Stock such holder would have been entitled to receive if such Company TRSU award had vested in full; (b) each outstanding restricted stock unit of the Company which is subject to performance-based vesting conditions (each, a “Company PRSU”), whether or not vested, and whether settleable in shares of Company Stock or cash, will be canceled, and the Company will pay to each holder of a Company PRSU, at or promptly after the Effective Time, an amount in cash determined by multiplying (i) the Merger Consideration per share of Company Stock by (ii) the number of shares of Company Stock such holder would have been entitled to receive if such Company PRSU award had vested based on (A) actual performance against performance metrics for any one-year performance period completed prior to the Effective Time, (B) for any one-year performance period that is in progress as of the Effective Time, the greater of (1) actual achievement against performance metrics measured as of immediately prior to the Effective Time and (2) its “target” level, and (C) deemed achievement at “target” level for any one-year performance period that has not yet commenced as of the Effective Time; (c) each option that represents the right to acquire Company Stock that is outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) (each, a “Company Option” and, together with the Company TRSUs and the Company PRSUs, collectively, the “Company Equity Awards”), will be canceled, and the Company will pay to each holder of a Company Option, at or promptly after the Effective Time, an amount in cash determined by multiplying (i) the excess, if any, of (A) the Merger Consideration per share of Company Stock minus (B) the exercise price payable in respect of each share of Company Stock subject to such Company Option, by (ii) the number of shares of Company Stock such holder would have been entitled to receive upon exercise if such Company Option award had vested in full (the “Company Option Consideration”). If the exercise price per share of Company Stock of a Company Option exceeds the Merger Consideration per share, such Company Option will be cancelled at or immediately prior to the Effective Time, and the holder of such Company Option will not be entitled to receive any consideration for such Company Option.
The Board of Directors of the Company (the “Board”) unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (iii) declared advisable the Merger Agreement and the transactions contemplated thereby, (iv) irrevocably waive the requirements of Section 4 of Article IV of the Company’s certificate of incorporation, (v) resolved to recommend that the Company’s stockholders vote to approve and adopt the Merger Agreement and the transactions contemplated thereby (the “Company Board Recommendation”) and (vi) directed that the Merger Agreement be submitted to the Company’s stockholders for their approval and adoption.
The stockholders of the Company will be asked to vote on the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated thereby at a meeting of the Company’s stockholders. The Merger is not subject to a financing condition, but is subject to the satisfaction or waiver (where permitted by applicable law) of certain closing conditions, including:
•the adoption and approval of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding Shares entitled to vote thereon (the "Company Stockholder Approval");
•the absence of any law, ruling, injunction or order that restrains, enjoins, renders illegal or otherwise prohibits the consummation of the Merger;
•the expiration or earlier termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, and receipt of certain other applicable approvals, clearances or expirations of waiting periods under the antitrust laws and foreign direct investment laws of other jurisdictions;
•other customary closing conditions, including the accuracy of each party’s representations and warranties and each party’s compliance with its covenants and agreements contained in the Merger Agreement (subject to certain qualifications as to materiality); and
•the absence of a Material Adverse Effect (as defined in the Merger Agreement) since the date of the Merger Agreement.
The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants relating to the Company’s conduct of its business between the date of the Merger Agreement and the earlier of the Effective Time and the termination of the Merger Agreement, and the Company’s obligation to convene a meeting of the Company’s stockholders to consider and vote upon the adoption and approval of the Merger Agreement.
Additionally, the Company is bound by a covenant not to solicit, initiate, or knowingly take any action to facilitate or encourage any competing acquisition proposals. However, at any time before receiving the Company Stockholder Approval, if the Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that an unsolicited competing acquisition proposal is or would reasonably be expected to lead to a Superior Proposal (as defined in the Merger Agreement) and the Board’s failure to engage would be reasonably likely to be inconsistent with its fiduciary duties, then the Company is permitted to engage in discussions or negotiations with the third party, subject to certain requirements set forth in the Merger Agreement. If, at any time before receiving the Company Stockholder Approval, the Company has received an unsolicited Superior Proposal, then the Board of Directors of the Company may make an Adverse Recommendation Change (as defined in the Merger Agreement) and/or cause the Company to terminate the Merger Agreement, subject to certain requirements set forth in the Merger Agreement, including first providing Parent with customary match rights. In addition, subject to certain conditions and requirements, including first providing Parent customary match rights, the Board may effect an Adverse Recommendation Change (but not terminate the Merger Agreement) in response to an “Intervening Event” (as defined in the Merger Agreement).
The Merger Agreement may be terminated by mutual written agreement of the Company and Parent. In addition, either party may terminate the Merger Agreement if:
•the Merger has not been consummated on or before January 13, 2027;
•a court or other governmental authority issues a final, non-appealable order permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger;
•the Company Stockholder Approval is not obtained at a meeting of the Company’s stockholders (or any adjournment or postponement thereof taken in accordance with the Merger Agreement); or
•if the other party breaches any of its representations, warranties or covenants, the breach would cause certain closing conditions not to be satisfied, and the breach is not curable or, if curable, is not cured within the time period set forth in the Merger Agreement.
Upon termination of the Merger Agreement under specified circumstances, including if the Company terminates the Merger Agreement to enter into an alternative acquisition agreement with respect to a Superior Proposal, the Company will be required to pay to Parent a termination fee of $37,500,000.
In connection with the execution of the Merger Agreement, Parent has entered into an Equity Commitment Letter (as defined in the Merger Agreement) with American Industrial Partners Capital Fund VIII, L.P. (the “Equity Investor”), pursuant to which the Equity Investor has committed to provide Parent with equity financing for the transactions contemplated by the Merger Agreement (the “Financing”). The Company is an express third party beneficiary of the Equity Commitment Letter.
If the Merger Agreement is consummated, the Company Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
A copy of the Merger Agreement is attached hereto as Exhibit 2.1, and is incorporated herein by reference. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full texts of the Merger Agreement. The Merger Agreement has been filed to provide information to investors regarding its terms. It is not intended to provide any other factual information about the Company, Parent, or Merger Subsidiary during the period prior to the consummation of the Merger. The Merger Agreement and the summary should not be relied upon as disclosure about the Company, Parent, or Merger Subsidiary. None of the Company’s stockholders or any other third parties should rely on the representations, warranties and covenants in the Merger Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of the Company, Parent, or Merger Subsidiary, or any of their respective subsidiaries or affiliates.
The representations and warranties contained in the Merger Agreement are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by confidential disclosure schedules delivered in connection with the Merger Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.
Item 7.01 Regulation FD Disclosure.
On April 14, 2026, the Company issued a press release announcing its entry into the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Important Additional Information
In connection with the Merger, the Company intends to file with the SEC a proxy statement on Schedule 14A (the “Proxy Statement”). The definitive Proxy Statement (if and when available) will be mailed to stockholders of the Company. The Company may also file with or furnish to the SEC other relevant documents regarding the proposed transactions. This communication is not a substitute for the Proxy Statement or any other document that the Company may mail to its stockholders in connection with the proposed transactions.
INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION.
The Company, its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with proposed transactions under the rules of the SEC. Detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transactions when they become available. Information regarding the direct and indirect beneficial ownership of the Company’s directors and executive officers in its securities is included in their SEC filings on Forms 3, 4 and 5, and additional information can also be found in the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q filed with the SEC. Stockholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC for no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the Investors section of the Company’s website at www.avanos.com.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
| Exhibit No. | Description | |||||||
2.1 | Agreement and Plan of Merger, dated as of April 13, 2026 by and among Avanos Medical, Inc., A-AV Holdco I, Inc. and A-AV MergerSub, Inc.* | |||||||
99.1 | Press release issued by Avanos Medical, Inc. on April 14, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |||||||
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
SIGNATURE
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.
| AVANOS MEDICAL, INC. | ||||||||||||||
| Date: | April 14, 2026 | By: | /s/ John J. Hurley | |||||||||||
| John J. Hurley Controller | ||||||||||||||
Exhibit 99.1
 | ||||||||
Avanos Medical, Inc. Agrees To Be Acquired by American Industrial Partners
for Approximately $1.272 Billion
Avanos Stockholders To Receive $25.00 Per Share in Cash
ALPHARETTA, Ga., and NEW YORK – April 14, 2026 – Avanos Medical, Inc. (NYSE: AVNS), a leading medical technology company, today announced it has entered into a definitive agreement to be acquired by affiliates of American Industrial Partners (“AIP”), an operationally-oriented industrials investor, in an all-cash transaction that values Avanos at an enterprise value of approximately $1.272 billion.
Under the terms of the agreement, Avanos stockholders will receive $25.00 per share in cash for each share of common stock they own. The per share purchase price represents a premium of approximately 72.1% to the Company’s closing stock price on April 13, 2026, the last full trading day prior to the announcement of the transaction, and an 82.8% premium to the Company’s 30-day volume-weighted average share price for the period ended April 13, 2026.
Gary Blackford, Avanos Board chair, said, “Our agreement with AIP is a milestone for Avanos that reflects the strong momentum across the business. After careful consideration alongside our independent advisors, we are confident this agreement with AIP represents the right path forward for Avanos and its stockholders. The Board believes this transaction will maximize value for stockholders, create exciting new opportunities for employees, and best position Avanos for long‑term growth and success.”
David Pacitti, Avanos’ chief executive officer, said, “Over the past several years, we have taken deliberate steps to become a more focused medical technology organization, leaning into the categories where we can deliver the most clinical value. Partnering with AIP will better enable us to build on our progress, advance our innovation roadmap, and strengthen our competitive position with enhanced flexibility and resources. AIP recognizes the strength of our talented employees and the role they serve in addressing today’s most important healthcare needs. I look forward to working with AIP as the Avanos team begins a new chapter, marked by growth and compelling benefits for employees, patients, customers, and all our stakeholders.”
Joel Rotroff, Partner at AIP, said, “Avanos is a differentiated medical technology company with strong positions in attractive categories and a compelling platform for continued growth. We look forward to partnering with the Avanos team to build on the Company’s momentum and support the next phase of innovation and commercial execution.”
Sunny Li, Partner at AIP, added, “We have been impressed by the work the management team has done to position Avanos for growth, as well as by the strength of the Company’s people and products. We believe this partnership, together with AIP’s deep operational capabilities, will help advance management’s vision and position Avanos for long-term success.”
Transaction Details
The acquisition was unanimously approved by Avanos’ Board of Directors and is expected to close in the second half of 2026, subject to customary conditions, including approval by Avanos stockholders and expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as the receipt of other regulatory approvals. The transaction is not subject to a financing condition.
Exhibit 99.1
Upon completion of the transaction, Avanos will become a private company and Avanos common stock will no longer be listed on the New York Stock Exchange. Avanos will remain headquartered in Alpharetta, Georgia.
As a result of the transaction, Avanos has postponed its 2026 Annual Meeting of Stockholders, which was previously scheduled for April 21, 2026, at 9:00 a.m. ET.
Advisors
J.P. Morgan Securities LLC is serving as lead financial advisor and Alston & Bird, LLP, is serving as legal counsel to Avanos. UBS Investment Bank also served as a financial advisor to Avanos. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to Avanos.
Sidley Austin LLP is serving as legal counsel to AIP and Baker Botts LLP is serving as regulatory counsel to AIP.
About Avanos Medical, Inc.
Avanos Medical, Inc. (NYSE: AVNS) is a medical technology company focused on delivering clinically superior medical device solutions that will help patients get back to what matters. Headquartered in Alpharetta, Georgia, we are committed to addressing some of today's most important healthcare needs, including providing a vital lifeline for nutrition to patients from hospital to home, and reducing the use of opioids while helping patients move from surgery to recovery. We develop, manufacture and market our recognized brands globally and hold leading market positions in multiple categories across our portfolio. For more information, visit avanos.com and follow Avanos Medical on X (@AvanosMedical), LinkedIn and Facebook.
About American Industrial Partners
American Industrial Partners is an operationally oriented industrials investor with approximately $17.5 billion in assets under management. AIP seeks to achieve differentiated returns by investing in quality engineered products businesses with strong management teams and working with those teams to implement transformative Operating Agendas to build long-term value. The AIP team has deep roots in the industrial economy and has actively invested across three economic cycles. AIP has completed over 145 platform and add-on acquisitions and invests in all forms of corporate divestitures, management buyouts, recapitalizations, and going-private transactions of established businesses with sales greater than $500 million. Current AIP portfolio companies generate aggregate annual revenues of $24.7 billion and employ approximately 54,000 employees as of December 31, 2025.
Forward-Looking Statements
This document contains information that includes or is based on “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “believe,” “will,” or “positioned,” and similar expressions. These “forward-looking statements” include statements about the acquisition and related transactions, including the timing of the completion of the acquisition and the potential benefits of the acquisition, which reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, Avanos’ actual results may differ materially from its expectations or projections. The following factors, among others, could cause actual plans and results to differ materially from those described in forward-looking statements: (i) uncertainties as to the timing of the acquisition, (ii) the possibility that competing acquisition proposals will be made; (iii) the possibility that Avanos will terminate the merger agreement to enter into an alternative transaction; (iv) the possibility that various closing conditions for the transactions contemplated by the merger agreement may not be satisfied or waived; (v) the risk that the merger agreement may be terminated in circumstances requiring Avanos to pay a termination fee; (vi) the potential impact of the announcement or consummation of the proposed transactions on Avanos’ relationships, including with employees, suppliers and customers; and (vii) the other factors and financial, operational and legal risks or uncertainties described in Avanos’ public filings with the SEC, including the “Risk Factors” section of Avanos’ Annual Report on Form 10-K for the fiscal
Exhibit 99.1
year ended December 31, 2025, as well as the proxy statement to be filed by Avanos in connection with a special meeting of stockholders in connection with the acquisition. The information contained herein speaks only as of the date of this release, and Avanos undertakes no obligation to update forward-looking statements, except as may be required by the securities laws.
Important Additional Information
In connection with the proposed transactions, Avanos intends to file with the SEC a proxy statement on Schedule 14A (the “Proxy Statement”). The definitive Proxy Statement (if and when available) will be mailed to stockholders of Avanos. Avanos may also file with or furnish to the SEC other relevant documents regarding the proposed transactions. This communication is not a substitute for the Proxy Statement or any other document that Avanos may mail to its stockholders in connection with the proposed transactions.
INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Avanos Medical, Inc., its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Avanos’ stockholders in connection with proposed transactions under the rules of the SEC. Detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transactions when they become available. Information regarding the direct and indirect beneficial ownership of the Company’s directors and executive officers in its securities is included in their SEC filings on Forms 3, 4 and 5, and additional information can also be found in the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q filed with the SEC. Stockholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC for no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the Investors section of Avanos’ website at www.avanos.com.
Contacts
Avanos Medical Contacts
Investor Relations Contact:
Scott Galovan, Avanos Medical, Inc., Investor.Relations@Avanos.com
Media Contacts:
Katrine Kubis, Avanos Medical, Inc., CorporateCommunications@Avanos.com
Or
Andy Brimmer / Joseph Sala / Catherine Simon
Joele Frank, Wilkinson Brimmer Katcher
Avanos-JF@joelefrank.com
212-355-4449
American Industrial Partners Contact:
pro-AIP@prosek.com
FAQ
What transaction did Avanos Medical (AVNS) announce in this filing?
Avanos Medical announced a definitive agreement to be acquired by affiliates of American Industrial Partners in an all-cash merger. Each Avanos share will be converted into the right to receive $25.00 in cash, and the company will become a private, AIP-owned business after closing.
When is the Avanos Medical (AVNS) acquisition by AIP expected to close and what approvals are needed?
The acquisition is expected to close in the second half of 2026. It requires approval by a majority of Avanos’ outstanding shares, expiration or termination of Hart-Scott-Rodino waiting periods, other regulatory approvals, satisfaction of customary conditions, and no Material Adverse Effect, with an outside date of January 13, 2027.
Is the acquisition of Avanos Medical (AVNS) by AIP subject to financing conditions?
The transaction is explicitly not subject to a financing condition. Parent has an Equity Commitment Letter with American Industrial Partners Capital Fund VIII, L.P., under which the equity investor has committed to provide equity financing needed to complete the merger on the agreed terms.
How does the merger agreement treat Avanos (AVNS) equity awards and stock options?
At or before the effective time, time-based and performance-based RSUs will be cancelled and cashed out at $25.00 per underlying share, with performance RSUs using specified performance assumptions. Options will be cancelled for cash equal to intrinsic value, while out-of-the-money options will be cancelled with no consideration.
Can Avanos Medical (AVNS) consider other acquisition proposals under this agreement?
The company agreed not to solicit competing proposals but may engage with unsolicited proposals that could reasonably lead to a Superior Proposal, consistent with fiduciary duties. In certain circumstances, Avanos can change its recommendation or terminate the merger to accept a Superior Proposal, potentially triggering a $37.5 million termination fee.