Nordson (NDSN) 8-K/A Statements of Operations and Changes in Shareholders’ Equity

Exhibit 99.3

Unaudited Pro Forma Financial Information

On July 15, 2011, Nordson Corporation (“Nordson” or the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with VP Acquisition Holdings, Inc., a Delaware corporation (“Value Plastics”), the security holders of Value Plastics and American Capital, Ltd., in its capacity as the security holder representative, pursuant to which Nordson agreed to acquire all of the capital stock of Value Plastics. The acquisition closed on August 26, 2011, and, pursuant to the terms of the Purchase Agreement, Nordson purchased 100% of the outstanding shares of Value Plastics for an aggregate purchase price of approximately $258,379,000. The entire purchase price was paid in cash and was financed using proceeds from $75 million notes payable, $133 million from an existing line of credit and $50 million of existing available cash. In connection with the acquisition of Value Plastics, Nordson incurred transaction costs of approximately $375 thousand.

The following unaudited pro forma condensed combined financial statements and related notes combine the historical consolidated balance sheets and statements of income of Nordson and Value Plastics. The unaudited pro forma condensed combined balance sheet gives effect to the acquisition as if it had occurred on July 31, 2011 and combines Nordson’s July 31, 2011 unaudited consolidated balance sheet with Value Plastics’ June 30, 2011 unaudited consolidated balance sheet. The unaudited pro forma condensed combined statement of income for the nine months ended July 31, 2011 gives effect to the acquisition as if it had occurred on November 1, 2009, the first day of Nordson’s 2010 fiscal year, and combines Nordson’s unaudited consolidated statement of income for the nine months ended July 31, 2011 with Value Plastics’ unaudited consolidated statements of income for the nine months ended June 30, 2011. The unaudited pro forma condensed combined statement of income for the fiscal year ended October 31, 2010 also gives effect to the acquisition as if it had occurred on November 1, 2009 and combines Nordson’s audited consolidated statement of income for the year ended October 31, 2010 with Value Plastics’ unaudited consolidated statement of income for the twelve month period ended October 31, 2010. Prior to completion of the acquisition on August 26, 2011, Value Plastics’ fiscal year end was December 31.

Value Plastics’ most recent available unaudited interim financial statements prior to the acquisition were for the six months ended June 30, 2011. In order to present a pro forma statement of income for a comparable period to that of the Company, it was necessary to combine Value Plastics’ unaudited results of income for the six months ended June 30, 2011 with their unaudited results of income for the three months ended December 31, 2010. Accordingly, the accompanying pro forma statements of income present results for overlapping periods. The period for the one month ended October 31, 2010 is presented as the first month in the nine months ended July 31, 2011 unaudited pro forma statement of income and the last month in the twelve months ended October 31, 2010 unaudited pro forma statements of income (referred to herein as the “overlap period”). Note 6 contains a schedule showing an unaudited condensed combined statement of income for Value Plastics for the one month ended October 31, 2010, combined with the unaudited condensed combined statement of income for the eleven months ended September 30, 2010, to produce operating results for the twelve months ended October 31, 2010.

The historical consolidated financial information of Nordson and Value Plastics has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3), with respect to the statements of income, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma financial statements and notes thereto should be read in conjunction with the consolidated annual financial statements of Nordson filed with the Securities and Exchange Commission in its Annual Report on Form 10-K for the year ended October 31, 2010, Nordson’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2011, and Value Plastics’ consolidated financial statements and the related footnotes included in this Current Report on Form 8-K/A.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not intended to represent or be indicative of what the combined company’s financial position or results of income actually would have been had the acquisition been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. The unaudited pro forma condensed combined financial information does not include the impacts of any revenue, cost or other operating synergies that may result from the Value Plastics acquisition or any related restructuring costs.

1

Nordson Corporation

Unaudited Pro Forma Condensed Combined Balance Sheet

As of July 31, 2011

(In thousands, except for per share data)

	Nordson Corporation (a)			Value Plastics (b)			Pro Forma Adjustments (c)			Note Ref.	Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents	$	69,057		$	1,875		$	(50,375	)	(1)(10)	$	20,557
Receivables — net		259,847			2,657			(52	)	(2)		262,452
Inventories — net		137,792			2,525			4,575		(3)		144,892
Deferred income taxes		35,659			—			(1,501	)	(8)		34,158
Prepaid expenses		8,809			217			—				9,026
Total current assets		511,164			7,274			(47,353	)			471,085
Property, plant and equipment — net		124,304			5,446			138		(4)		129,888
Goodwill		369,607			25,793			151,152		(5)		546,552
Intangible assets — net		49,481			25,013			49,707		(6)		124,201
Other assets		29,888			542			(542	)	(8)		29,888
	$	1,084,444		$	64,068		$	153,102			$	1,301,614
Liabilities and shareholders’ equity
Current liabilities:
Notes payable	$	381		$	—		$	—			$	381
Accounts payable		42,433			271			(52	)	(2)		42,652
Income taxes payable		18,206			—			—				18,206
Accrued liabilities		96,872			910			—				97,782
Customer advance payments		15,004			—			—				15,004
Current maturities of long-term debt		111			119			—				230
Current obligations under capital leases		4,234			—			—				4,234
Total current liabilities		177,241			1,300			(52	)			178,489
Long-term debt		51,838			24,335			184,044		(7)		260,217
Pension and retirement obligations		105,813			—			—				105,813
Deferred income taxes		19,750			—			7,918		(8)		27,668
Other liabilities		83,995			—			—				83,995
Shareholders’ equity:
Common shares (49,011 shares issued at October 31, 2010 and 2009)		12,253			45,050			(45,050	)	(9)		12,253
Capital in excess of stated value		271,298			1,244			(1,244	)	(9)		271,298
Retained earnings		943,942			(7,861	)		7,486		(9)(10)		943,567
Accumulated other comprehensive loss		(49,016	)		—			—				(49,016	)
Common shares in treasury, at cost		(532,670	)		—			—				(532,670	)
Total shareholders’ equity		645,807			38,433			(38,808	)			645,432
	$	1,084,444		$	64,068		$	153,102			$	1,301,614

See accompanying note three to the unaudited pro forma condensed combined financial statements.

2

Nordson Corporation

Unaudited Pro Forma Condensed Combined Statement of Income

For the Nine Months Ended July 31, 2011

(In thousands, except for per share data)

	Nordson Corporation (a)			Value Plastics (b)			Pro Forma Adjustments (c)			Note Ref.	Pro Forma Combined
Sales	$	902,141		$	20,081		$	(492	)	(1)	$	921,730
Operating costs and expenses:
Cost of sales		350,168			5,318			(119	)	(1)		355,367
Selling and administrative expenses		315,365			9,810			(1,186	)	(2)(3)		323,989
		665,533			15,128			(1,305	)			679,356
Operating profit		236,608			4,953			813				242,374
Other income (expense):
Interest expense		(3,560	)		(2,584	)		(1,681	)	(4)		(7,825	)
Interest and investment income		430			—			—				430
Other — net		2,896			12			—				2,908
		(234	)		(2,572	)		(1,681	)			(4,487	)
Income (loss) before income taxes		236,374			2,381			(868	)			237,887
Income taxes		68,685			810			(330	)	(5)		69,165
Net income (loss)	$	167,689		$	1,571		$	(538	)		$	168,722
Average common shares		67,998										67,998
Incremental common shares attributable to outstanding stock options, nonvested stock and deferred stock-based compensation		864										864
Average common shares and common share equivalents		68,862										68,862
Basic earnings (loss) per share	$	2.47									$	2.48
Diluted earnings (loss) per share	$	2.44									$	2.45
Dividends declared per common share	$	0.315									$	0.315

See accompanying note four to the unaudited pro forma condensed combined financial statements.

3

Nordson Corporation

Unaudited Pro Forma Condensed Combined Statement of Income

For the Year Ended October 31, 2010

(In thousands, except for per share data)

	Nordson Corporation (a)			Value Plastics (b)			Pro Forma Adjustments (c)			Note Ref.	Pro Forma Combined
Sales	$	1,041,551		$	26,258		$	(530	)	(1)	$	1,067,279
Operating costs and expenses:
Cost of sales		419,937			6,576			(171	)	(1)		426,342
Selling and administrative expenses		384,752			12,195			(1,636	)	(2)(3)		395,311
Severance and restructuring costs		2,029			—			—				2,029
		806,718			18,771			(1,807	)			823,682
Operating profit		234,833			7,487			1,277				243,597
Other income (expense):
Interest expense		(6,263	)		(3,585	)		(2,364	)	(4)		(12,212	)
Interest and investment income		819			—			—				819
Other — net		1,930			12			—				1,942
		(3,514	)		(3,573	)		(2,364	)			(9,451	)
Income (loss) before income taxes		231,319			3,914			(1,087	)			234,146
Income tax provision:
Current		36,441			—			(2,790	)	(5)		33,651
Deferred		26,830			1,531			2,377		(5)		30,738
		63,271			1,531			(413	)			64,389
Net income (loss)	$	168,048		$	2,383		$	(674	)		$	169,757
Average common shares		33,805										33,805
Incremental common shares attributable to outstanding stock options, nonvested stock and deferred stock-based compensation		416										416
Average common shares and common share equivalents		34,221										34,221
Basic earnings (loss) per share	$	4.97									$	5.02
Diluted earnings (loss) per share	$	4.91									$	4.96
Dividends declared per common share	$	0.78									$	0.78

See accompanying note five to the unaudited pro forma condensed combined financial statements.

4

Notes to Unaudited Pro Forma Condensed Combined Financial Data

(Dollar Amounts are Presented in Thousands)

(1) Sources and Uses of Funds

Set forth below are the estimated sources and uses of funds reflected in the Value Plastics acquisition.

Sources			Uses
Notes payable	$	75,000	Cash Price	$	258,379
Existing line of credit		133,379	Transaction Fees		375
Cash		50,375
Total Sources	$	258,754	Total Uses	$	258,754

(2) Purchase Price

The estimated purchase price and the allocation of the estimated purchase price discussed below are preliminary. The acquisition date fair value of the consideration transferred, which consisted solely of cash, was $258,379, and is subject to certain post-closing adjustments. As noted above, the allocation of the purchase price is preliminary, and a final determination of required adjustments will be made based upon an independent appraisal of the fair value of related long-lived tangible and intangible assets and the determination of the fair value of certain other acquired assets and liabilities. The following is a preliminary estimate of the purchase price of Value Plastics:

Cash paid	$	50,000
Existing line of credit		133,379
Notes Payable		75,000
Total estimated preliminary purchase price	$	258,379

The following table summarizes the purchase price allocation adjustments of the assets acquired and liabilities assumed as if the acquisition date was July 31, 2011. The final allocation of the purchase price will be determined at a later date and is dependent on a number of factors, including the final evaluation of the fair value of our tangible and identifiable intangible assets acquired and liabilities assumed. An independent third-party appraiser assisted in performing a preliminary valuation of these assets, and upon a final valuation the purchase price allocation will be adjusted. Such final adjustments, including increases to depreciation and amortization resulting from the allocation of purchase price to amortizable tangible and intangible assets, may be material. Adjustments to the fair value of tangible and identifiable intangible assets acquired and liabilities assumed will impact the value of goodwill recognized in the transaction, and the adjustment to goodwill may be material. For illustrative purposes, the preliminary allocation of the purchase price to the fair value of Value Plastics’ assets acquired and liabilities assuming the acquisition date was July 31, 2011 is presented as follows:

Estimated carrying value of net assets (a)	$	3,991
Fair value of intangible assets		74,720
Fair value of property, plant and equipment		5,584
Fair value of inventory		7,100
Transaction related goodwill adjustment		176,945
Net deferred tax liability on fair value adjustments		(9,961	)
	$	258,379

a. Management believes the historical carrying amounts approximate fair value for these items except for those line items separated below

5

Notes to Unaudited Pro Forma Condensed Combined Financial Data

(Dollar Amounts are Presented in Thousands)

In accordance with the accounting guidance on business combinations, acquisition-related transaction costs and certain acquisition restructuring and related charges are not included as a component of consideration transferred but are required to be expensed as incurred. The unaudited pro forma condensed combined balance sheet reflects the $375 of anticipated acquisition-related transaction costs of both companies as a reduction of cash with a corresponding decrease in retained earnings.

(3) Description of Pro Forma Adjustments, as presented on the July 31, 2011 Balance Sheet

a. This column represents the historical unaudited consolidated balance sheet of Nordson as of July 31, 2011.

b. This column represents the historical unaudited consolidated balance sheet of Value Plastics as of June 30, 2011. Certain reclassifications have been made to conform to Nordson’s presentation.

c. This column represents the purchase price adjustments for the acquisition of Value Plastics as follows:

(1) Represents adjustments to cash relating to the following:

Estimated cash portion of purchase consideration	$	50,000
Estimated acquisition-related transaction costs of Nordson		375
	$	50,375

(2) Represents the elimination of intercompany receivables and payables.

(3) Represents the adjustment of historical amount of Value Plastics’ inventories to their estimated fair values. The pro forma condensed combined statement of income excludes the impact on cost of sales of the increase in fair value of inventory, as this is a non-recurring item.

(4) Represents the elimination of historical accumulated depreciation and the adjustment of fixed asset carrying values to their fair market values based upon preliminary valuations.

(5) Eliminates goodwill recorded in the historical financial statements of Value Plastics and records the preliminary fair value of goodwill resulting from the pro forma allocation of the purchase price as if the acquisition had occurred using pro forma balances. Goodwill resulting from the acquisition is not amortized and will be assessed for impairment at least annually in accordance with applicable accounting guidance on goodwill.

(6) Represents the preliminary allocation of purchase price to identifiable intangible assets for trademarks and trade names ($15,400), technology and know-how ($18,500), restrictive covenants ($420), and customer contracts and related relationships ($40,400), less previously recognized intangible assets.

(7) Represents the addition of $208,379 in borrowings that was used by Nordson to finance a portion of the transaction, with a portion of the borrowings used immediately to extinguish all outstanding debt of Value Plastics. The unaudited pro forma condensed combined balance sheet does not assume a reduction in interest based on anticipated principal repayments.

6

Notes to Unaudited Pro Forma Condensed Combined Financial Data

(Dollar Amounts are Presented in Thousands)

(8) Records the net deferred tax liability related to the step up in the fair values of assets acquired (including identifiable intangible assets) and liabilities assumed and reclassifies non-current deferred tax assets and current deferred liabilities recorded in Nordson’s historical financial statements using the U.S. statutory income tax rate of 35% adjusted for state taxes.

Net deferred tax liabilities resulting from purchase price allocation	$	9,961
Reclassify non-current deferred tax asset		(542	)
Reclassify current deferred tax liability		(1,501	)
Total pro forma adjustment	$	7,918

(9) Eliminates Value Plastics historical shareholders’ equity.

(10) Reflects adjustments to retained earnings for the following:

Eliminate Value Plastic historical retained earnings	$	7,861
To record estimated non-recurring cost for acquisition related transaction costs		(375	)
	$	7,486

(4) Description of Pro Forma Adjustments, as presented on the July 31, 2011 Statement of Income

a. This column represents the historical unaudited consolidated statement of income of Nordson for the nine months ended July 31, 2011.

b. This column represents the historical unaudited consolidated statement of income of Value Plastics for the nine months ended June 30, 2011. This statement of income contains an overlapping period for the one month ended October 31, 2010 with the statement of income for the year ended October 31, 2010.

c. This column represents the purchase price adjustments for the acquisition of Value Plastics as follows:

(1) To record the elimination of intercompany sales ($492) and cost of sales ($119).

(2) To record pro forma depreciation expense of $15 resulting from the change in basis of acquired identifiable property plant and equipment.

(3) To record pro forma amortization expense of $2,872 on the portion of the purchase price allocated to intangible assets, less $4,073 of historical amortization expense, as follows:

	Preliminary Fair Value		Estimated Useful Life (years)		Estimated Amortization (i)
Trademark / Trade Name Asset	$	15,400		20	$	578
Technology and Know-how		18,500		15		925
Restrictive Covenants		420		2		158
Customer Contracts and Related Relationships		40,400		25		1,212
	$	74,720			$	2,872

7

Notes to Unaudited Pro Forma Condensed Combined Financial Data

(Dollar Amounts are Presented in Thousands)

(i) Amortization expense has been calculated using the straight-line method over the estimated useful life.

(4) To record the increased interest as of July 31, 2011 on the debt being incurred to finance the transaction, as discussed in footnote 1 above. Interest expense on the existing line of credit of $133,379 was estimated at $530 for the period using an interest rate of .53%, the interest rate on the revolving credit facility on the date of the drawdown. Interest on the notes payable of $75,000 was estimated to be $1,151 for the period using an interest rate of 2.21%. The unaudited pro forma condensed combined statement of income assumes a reduction in interest based on contractually required principal repayments of $5,555 at the beginning of the period but does not adjust for any anticipated principal payments.

(5) Represents the federal and state income tax effect of the pro forma adjustments calculated using the U.S. statutory income tax rate of 35% adjusted for state taxes. The tax adjustment reflects the impact of combining Nordson’s historical financial statements with Value Plastics’ results of operations and adjusting income before taxes for purchase accounting adjustments primarily related to expenses associated with incremental debt to finance the acquisition, increased depreciation on acquired property plant and equipment, and amortization resulting from the estimated fair value adjustments to intangible assets.

(5) Description of Pro Forma Adjustments, as presented on the October 31, 2010 Statement of Income

a. This column represents the historical unaudited consolidated statement of income of Nordson for the nine months ended July 31, 2011.

b. This column represents the historical unaudited consolidated statement of income of Value Plastics for the nine months ended June 30, 2011. This statement of income contains an overlapping period for the one month ended October 31, 2010 with the statement of income for the nine months ended July 31, 2011.

c. This column represents the purchase price adjustments for the acquisition of Value Plastics as follows:

(1) To record the elimination of intercompany sales of ($530) and cost of sales ($171).

(2) To record pro forma depreciation expense of $21 resulting from the change in basis of acquired identifiable property plant and equipment.

(3) To record pro forma amortization expense of $3,829 on the portion of the purchase price allocated to intangible assets, less $5,486 of historical amortization expense, as follows:

	Preliminary Fair Value		Estimated Useful Life (years)		Estimated Amortization (i)
Trademark / Trade Name Asset	$	15,400		20	$	770
Technology and Know-how		18,500		15		1,233
Restrictive Covenants		420		2		210
Customer Contracts and Related Relationships		40,400		25		1,616
	$	74,720			$	3,829

(i) Amortization expense has been calculated using the straight-line method over the estimated useful life.

(4) To record the increased interest as of October 31, 2010 on the debt being incurred to finance the transaction, as discussed in footnote 1 above. Interest expense on the existing line of credit of $133,379 was estimated at $707 for the period using an interest rate of .53%, the interest rate on the revolving credit facility on the date of the

8

Notes to Unaudited Pro Forma Condensed Combined Financial Data

(Dollar Amounts are Presented in Thousands)

drawdown. Interest on the notes payable of $75,000 was estimated to be $1,657 for the period using an interest rate of 2.21%. The unaudited pro forma condensed combined statement of income does not assume a reduction in interest based on any anticipated principal payments.

(5) Represents the federal and state income tax effect of the pro forma adjustments calculated using the U.S. statutory income tax rate of 35% adjusted for state taxes. The tax adjustment reflects the impact of combining Nordson’s historical financial statements with Value Plastics’ results of operations and adjusting income before taxes for purchase accounting adjustments primarily related to expenses associated with incremental debt to finance the acquisition, increased depreciation on acquired property plant and equipment, and amortization resulting from the estimated fair value adjustments to intangible assets.

9

Notes to Unaudited Pro Forma Condensed Combined Financial Data

(Dollar Amounts are Presented in Thousands)

(6) Value Plastics unaudited consolidated financial data for overlapping period

The unaudited pro forma condensed combined statement of income for the twelve months ended October 31, 2010 was prepared as if the acquisition had taken place on November 1, 2009. The unaudited pro forma condensed combined statement of income for the nine months ended July 31, 2011 was also prepared as if the acquisition had taken place on November 1, 2009. The statements are intended to show the impact the acquisition with Value Plastics would have had on the last full fiscal year of income and through the latest reported fiscal quarter’s income, had Value Plastics been operating as one of the Company’s business subsidiaries during these periods.

Prior to completion of the acquisition on August 26, 2011, Value Plastics’ fiscal year end was December 31. Value Plastics’ most recent available unaudited interim financial statements prior to the acquisition were for the six months ended June 30, 2011. In order to present a pro forma statement of income for a comparable period to that of Nordson, it was necessary to combine Value Plastics’ unaudited results of income for the six months ended June 30, 2011 with their unaudited results of income for the three months ended December 31, 2010. Accordingly, the accompanying pro forma statements of income present results of overlapping periods. The overlapping period of the month ended October 31 is presented as the first month in the nine months ended July 31, 2011 unaudited pro forma statement of income and the last month in the twelve months ended October 31, 2010 unaudited pro forma statements of income. The following schedule presents the unaudited results for the period of overlap, reconciled to the twelve months ended October 31, 2010:

Value Plastics

Unaudited condensed combined statement of income for the twelve months ended Oct 31, 2010

	Historical Balances (a)
	11 months September 30, 2010			1 month October 31, 2010			Combined 12 months
Sales	$	24,019		$	2,239		$	26,258
Operating costs and expenses:
Cost of sales		5,952			624			6,576
Selling and administrative expenses		11,187			1,008			12,195
		17,139			1,632			18,771
Operating profit		6,880			607			7,487
Other income (expense):
Interest expense		(3,284	)		(301	)		(3,585	)
Other — net		9			3			12
		(3,275	)		(298	)		(3,573	)
Income (loss) before income taxes		3,605			309			3,914
Income tax expense		1,412			119			1,531
Net income (loss)	$	2,193		$	190		$	2,383

(a) – Certain reclassifications have been made to conform to Nordson’s presentation.

10