Based on current fair value estimates and the timing of the close of the transaction, the preliminary purchase price for Peerless has been allocated to individual assets acquired and liabilities assumed as of the acquisition date:
|
|
|
|
|
|
|
December 1, 2022 |
Assets acquired: |
|
Current assets |
$ |
16.2 |
|
Property, plant, and equipment |
2.3 |
|
Goodwill |
50.9 |
|
|
|
Total assets acquired |
69.4 |
|
|
|
Liabilities assumed: |
|
Current liabilities |
9.5 |
|
|
|
Total liabilities assumed |
9.5 |
|
Net assets acquired |
$ |
59.9 |
|
Based on current fair value estimates, the preliminary purchase price for Linxis has been allocated to individual assets acquired and liabilities assumed as of the acquisition date:
|
|
|
|
|
|
|
October 6, 2022 |
Assets acquired: |
|
Cash and cash equivalents |
$ |
22.9 |
|
Trade receivables |
31.5 |
|
Receivables from long-term manufacturing contracts |
12.1 |
|
Inventories |
80.1 |
|
Prepaid expenses and other current assets |
11.7 |
|
Property, plant, and equipment |
36.7 |
|
Operating lease right-of-use assets |
15.0 |
|
Intangible assets |
243.8 |
|
Goodwill |
332.0 |
|
Other noncurrent assets |
1.0 |
|
Total assets acquired |
786.8 |
|
|
|
Liabilities assumed: |
|
Trade accounts payable |
18.9 |
|
Liabilities from long-term manufacturing contracts |
52.0 |
|
Accrued compensation |
10.3 |
|
Other current liabilities |
19.6 |
|
Accrued pension and postretirement healthcare |
3.9 |
|
Operating lease liabilities |
9.4 |
|
Deferred income taxes |
77.0 |
|
Other noncurrent liabilities |
0.3 |
|
Total liabilities assumed |
191.4 |
|
Net assets acquired |
595.4 |
|
|
|
Less: Fair value of Linxis noncontrolling interest (1)
|
(4.6) |
|
Purchase price consideration |
$ |
590.8 |
|
(1) While the Company acquired all issued and outstanding securities of Linxis in the acquisition, a noncontrolling interest in a single subsidiary of Linxis was held by current and former members of that company’s management as of the acquisition date.
The following table provides the results of operations for Linxis included in Hillenbrand’s Consolidated Statement of Operations:
|
|
|
|
|
|
|
Three Months Ended December 31, 2022 |
Net revenue |
$ |
81.0 |
|
Loss from continuing operations before income taxes |
(0.1) |
|
Based on current fair value estimates, the preliminary purchase price for Herbold has been allocated to individual assets acquired and liabilities assumed as of the acquisition date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2022 (as initially reported) |
|
Measurement Period Adjustments |
|
August 31, 2022 (as adjusted) |
Assets acquired: |
|
|
|
|
|
Current assets |
$ |
38.2 |
|
|
$ |
2.4 |
|
|
$ |
40.6 |
|
Property, plant, and equipment |
4.7 |
|
|
2.3 |
|
|
7.0 |
Intangible assets |
— |
|
|
22.6 |
|
|
22.6 |
Goodwill |
69.3 |
|
|
(26.2) |
|
43.1 |
Other assets |
5.3 |
|
|
— |
|
|
5.3 |
Total assets acquired |
117.5 |
|
|
1.1 |
|
|
118.6 |
|
|
|
|
|
|
|
Liabilities assumed: |
|
|
|
|
|
Current liabilities |
33.9 |
|
|
1.1 |
|
|
35.0 |
|
Other long-term liabilities |
5.9 |
|
|
— |
|
|
5.9 |
|
Total liabilities assumed |
39.8 |
|
|
1.1 |
|
|
40.9 |
|
Net assets acquired |
$ |
77.7 |
|
|
$ |
— |
|
|
$ |
77.7 |
|
|