Business Combination Disclosure | 3. Business combinations Ritter GmbH acquisition On June 10, 2021, we completed the acquisition of Ritter GmbH for preliminary net cash consideration of $1,079.8 million, and contingent consideration with an initial preliminary fair value of $35.6 million. Ritter GmbH's current business is focused on providing diagnostic system providers and liquid handling OEMs with robotic fluid handling tips, plates, and other consumables. The combination of our companies will expand our proprietary offerings to our biopharma and healthcare customers and enhance our offerings for critical lab automation workflows. The combined businesses also share similar characteristics including a recurring, specification-driven revenue profile and a consumable-driven portfolio of products produced to exacting standards that enhances our unique customer value proposition. To fund the acquisition, we issued debt under our senior secured term loan facility in an aggregate principal amount of $1,134.6 million. The preliminary purchase consideration was as follows: (in millions) June 10, 2021 Cash paid at closing $ 1,084.5 Cash acquired (4.7) Preliminary net cash consideration 1,079.8 Preliminary fair value of acquisition contingent consideration 35.6 Preliminary purchase price $ 1,115.4 The contingent consideration has a maximum potential payout of $336.0 million over three years. The preliminary fair value of the contingent consideration was determined using a monte carlo simulation as further described in note 16. The preliminary fair values of the net assets acquired on June 10, 2021 was $1,115.4 million, which included the following: (in millions) June 10, 2021 Accounts receivable $ 33.3 Inventory 30.5 Property, plant & equipment 141.2 Other intangible assets 430.0 Goodwill 679.1 Other assets and liabilities 0.9 Accounts payable (21.5) Accrued expenses (28.6) Debt (20.4) Deferred income tax liabilities (129.1) Total net assets $ 1,115.4 The assets acquired and liabilities assumed are recorded at their preliminary estimated fair values as part of our Europe operating segment as of June 10, 2021. The preliminary balances of the acquired assets and liabilities have changed from what we previously reported to reflect additional information relating to their fair values; and the preliminary purchase price allocation remains subject to change as we complete our determination of the final working capital and the fair value of the acquired assets and liabilities assumed, the impact of which could be material. The following table summarizes the preliminary fair value of intangible assets acquired on June 10, 2021 and their related weighted average amortization period: (in millions) Fair value Weighted average estimated life Customer relationships $ 330.0 18.0 years Developed technology 100.0 7.0 years Total $ 430.0 The goodwill represents intellectual capital and the acquired assembled workforce, none of which qualify for recognition as a separate intangible asset. Of the goodwill recognized, none is deductible for tax purposes. Since the acquisition date, Ritter generated revenues of $49.2 million and $59.4 million during the three and nine months ended September 30, 2021, respectively. The following unaudited pro forma combined financial information for the three and nine months ended September 30, 2021 and 2020 gives effect to the Ritter acquisition as if it had occurred on January 1, 2020. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company. (in millions) Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Revenue $ 1,834.3 $ 1,643.2 $ 5,575.9 $ 4,687.7 Net income (loss) available to common stockholders 140.7 (60.1) 454.2 (20.3) Basic earnings (loss) per share 0.24 (0.10) 0.78 0.04 Diluted earnings (loss) per share 0.24 (0.10) 0.77 0.03 The unaudited pro forma combined financial information presented above includes the accounting effects of the Ritter acquisitions, including, to the extent applicable, amortization charges from acquired intangible assets; transaction costs; interest expense; and the related tax effects. RIM Bio acquisition On June 1, 2021, we completed the acquisition of RIM Bio, a China-based single-use bioprocess bag manufacturer. RIM Bio's current business provides a complete range of single-use 2D bags, 3D bags, tank liners, bag assemblies and multi-bag manifolds used in the manufacturing of biologics including monoclonal antibodies (mAbs), vaccines, cell and gene therapies, and recombinant proteins. The addition of RIM Bio enables us to better serve our customers by expanding our single-use manufacturing, distribution, and cleanroom capabilities to the AMEA region. The impact of this acquisition is not material to our financial statements. Acquisition-related costs of completed acquisitions For the three and nine months ended September 30, 2021 , we incurred $0 and $24.6 million in acquisition-related costs, which consist of non-recurring legal, accounting, investment banking and consulting fees incurred to complete the acquisitions of Ritter GmbH and RIM Bio. All acquisition costs are expensed in the period incurred and excluded from Adjusted EBITDA, as shown in footnote 5. These acquisition costs have been primarily recorded within the Europe and Corporate operating segments and presented in SG&A in the unaudited condensed consolidated statements of operations. |