Veralto (NYSE: VLTO), 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.
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.
