Kewaunee Scientific Corporation filed an 8-K press release on November 2, 2026, announcing a definitive agreement to acquire Nycom, Inc., the largest lab dealer in the USA, for an initial base purchase price of $55 million, subject to adjustments.

Key Highlights

  • Base purchase price: Kewaunee will acquire Nycom for an initial base purchase price of $55 million, subject to adjustments based on Nycom's trailing 12-month Adjusted EBITDA or 2026 Adjusted EBITDA, whichever is greater, plus other customary post-closing adjustments.
  • Subordinated promissory note: $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.
  • Stock component: $5 million of the purchase price will be payable in newly issued shares of Kewaunee's common stock.
  • Financing: The remaining cash portion will be funded with cash on hand and borrowings expected to be provided at closing by PNC Bank.
  • Board addition: Jon Nystrom, founder and current chairman of Nycom, will join Kewaunee's board of directors at closing.
  • Expected closing: The transaction is expected to close in the fourth quarter of fiscal 2027, subject to customary closing conditions.
  • Board approval: The transaction has been approved by the respective boards of directors of both companies.

Kewaunee Scientific's Definitive Agreement to Acquire Nycom, Inc.

According to the filing, Kewaunee Scientific Corporation (NASDAQ:KEQU) entered into a definitive agreement to acquire Nycom, Inc., which the press release describes as "the largest lab dealer in the USA." The company disclosed that the proposed acquisition is intended to combine Nycom's laboratory design and project delivery expertise with Kewaunee's manufacturing capabilities, with the stated goal of providing "more fully integrated laboratory solutions." K&L Gates LLP served as legal advisor to Kewaunee in the transaction.

The filing details a three-part consideration structure. Of the $55 million initial base purchase price, $20 million is to be paid via a subordinated promissory note issued by Kewaunee at closing, $5 million will be settled in newly issued Kewaunee common stock, and the remainder is to be funded through cash on hand and borrowings from PNC Bank. The base price is subject to adjustment based on Nycom's trailing 12-month Adjusted EBITDA or 2026 Adjusted EBITDA, whichever is greater, as well as customary post-closing adjustments for working capital, cash, indebtedness, and transaction expenses.

The filing also disclosed that Jonathan Nystrom, President of Nycom, will enter into an employment agreement with Kewaunee and join its corporate executive management team at closing. The company stated that its "immediate priority will be supporting continuity for Nycom's employees, customers, and existing relationships." Kewaunee noted that the acquisition is intended to complement its recently formed Lab Products Group, which brought together Kewaunee, NuAire, and EVERHUTCH under a coordinated operating structure. The press release contains statements the company identifies as "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, subject to its cautionary language.

What Was Disclosed

Kewaunee Scientific announced a definitive agreement to acquire Nycom, Inc. for a $55 million initial base purchase price, structured across a promissory note, newly issued common stock, and cash. The deal, approved by both boards, is expected to close in the fourth quarter of fiscal 2027.