Accounting for the Merger. The Company has no reason to believe that the Merger will fail to qualify for pool ing-of-interests treatment under GAAP and applicable SEC regulations.
Accounting for the Merger. The Merger is being accounted for as a business combination using the acquisition method with Regal Rexnord as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (ASC 805). Under this method of accounting, the Merger Consideration will be allocated to Altra’s assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the Merger. The process of valuing the net assets of Altra immediately prior to the Merger, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the allocation of the Merger Consideration and related adjustments reflected in the unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value. Refer to Note 1 below for more information.
Accounting for the Merger. Reorganization. As of the date hereof, after reviewing the terms of this Agreement, the stock repurchases by HUBCO and IBSF, and the employee benefit plans of IBSF and the Association with IBSF's independent auditors, IBSF does not have any reason to believe that the Merger will fail to qualify (i) for pooling-of-interests accounting treatment under GAAP, or (ii) as a reorganization under Section 368(a) of the Code.
Accounting for the Merger. The merger will be accounted for as a reverse recapitalization, in accordance with GAAP. Under this method of accounting, although XxxXxxx will issue shares for outstanding equity interests of Katapult in the merger, FinServ will be treated as the “acquired” company for financial reporting purposes. Accordingly, the merger will be treated as the equivalent of Katapult issuing stock for the net assets of FinServ, accompanied by a recapitalization. The net assets of FinServ will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the merger will be those of Katapult. Katapult has been determined to be the accounting acquirer based on the evaluation of the following facts and circumstances under both the no and maximum redemption scenarios: • The former owners of Katapult hold the majority of voting rights in the combined company; • Katapult and its former owners have the right to appoint a majority of the directors in the combined company; • Katapult’s existing senior management team will comprise senior management of the combined company; • The operations of the combined company will represent the operations of Katapult; and • The combined company will assume Xxxxxxxx’s name and headquarters.
Accounting for the Merger. Immediately following the Effective Time, Keryx shareholders and Akebia shareholders are expected to own approximately 50.6% and 49.4%, respectively, of the Akebia Shares, calculated based on the companies’ fully diluted market capitalizations as of the signing of the Merger Agreement and also taking into account the Additional Shares expected to be issued to Baupost in connection with the conversion of the Convertible Notes under that certain Notes Conversion Agreement prior to the Effective Time. The fair value of the Additional Shares expected to be issued to Baupost as converted to Akebia Shares of approximately $12.2 million has been excluded from the preliminary estimated purchase price below and has been treated as a separate transaction in accordance with ASC 805, which states that a transaction entered into by or on behalf of the acquirer or primarily for the benefit of the acquirer or the combined entity should be treated as a separate transaction. Akebia expects that Keryx shareholders will be entitled to receive approximately 59,898,637 Akebia Shares upon consummation of the Merger. In addition, pursuant to the terms of the Merger Agreement, Akebia will substitute all outstanding Keryx Restricted Shares with Akebia RSU awards. Akebia will also substitute all outstanding and unexercised Keryx Options granted under the Keryx equity plan with Akebia Options. The preliminary estimated purchase price, which represents the consideration paid in the Merger, is calculated based on (i) the number of Akebia Shares that Keryx shareholders will own as of the Effective Time, excluding the Additional Shares expected to be issued to Baupost, and (ii) Keryx equity awards that will be exchanged for Akebia equity awards. The accompanying unaudited pro forma condensed combined financial statements reflect a preliminary estimated purchase price of approximately $480.9 million, which consists of the following (in thousands): Fair value of Akebia Shares to be issued to shareholders of Keryx (1) $ 474,803 Fair value of Akebia RSUs to be issued as replacement awards (2) 1 Fair value of Akebia stock options to be issued as replacement awards (3) 6,081 Estimated purchase price $ 480,885
Accounting for the Merger. The financial statements of MICT and Tingo were prepared in accordance with United States generally accepted accounting principles. Notwithstanding the legal form of the merger agreement, the business combination will be accounted for under the acquisition method in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805”) In accordance with ASC 805, the Company has determined that (a) both MICT and Tingo represent businesses; (b) MICT is the accounting acquirer, meaning the transaction is a forward acquisition; (c) Tingo is subject to acquisition accounting, with a write-up of its net assets to fair value; and (d) the difference between the fair value of the purchase consideration and the fair value of Tingo’s net assets represents goodwill. MICT has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: ● MICT’s existing shareholders will have the greatest voting power, initially with an 80.1% interest in the combined entity. ● MICT will have the majority of the initial Board of Director representation (66.6%) as well as significant influence to elect future Board members; and ● XXXX’s senior management team, consisting of Xxxxxx Xxxxxx, CEO and Xxxxx Xxxx, CFO, will be the senior management of the combined entity following the consummation of the Business Combination. The unaudited pro forma condensed combined financial information should be read in conjunction with the financial statements of each of MICT and Tingo, which are incorporated by reference into this filing. The unaudited pro forma adjustments give effect to events that are directly attributable to the proposed transaction and are based on available data and certain assumptions that management believes are factually supportable. The unaudited pro forma condensed combined financial information is presented for informational purposes only, in order to aid you in your analysis of the financial aspects of the proposed transaction. The unaudited pro forma condensed combined financial information described above has been derived from the historical financial statements of MICT and Tingo. The unaudited pro forma condensed combined financial information is based on MICT’s accounting policies. Further review may identify additional differences between the accounting policies of MICT and Tingo. The unaudited pro forma adjustments and the pro forma condensed combined ...
Accounting for the Merger. REORGANIZATION As of the date hereof, the Company does not have any reason to believe that the Merger will fail to qualify, as a result of any action or omission by the Company or any Company Subsidiary, (i) for pooling-of-interests accounting treatment under generally accepted accounting principles or (ii) as a reorganization under Section 368(a) of the Code.
Accounting for the Merger. Reorganization. As of the date hereof, after reviewing the terms of this Agreement, the stock repurchases by HUB and SJBDI, and the employee benefit plans of SJBDI and FAMNB with SJBDI's independent auditors, SJBDI does not have any reason to believe that the Merger will fail to qualify (i) for pooling-of-interests accounting treatment under GAAP, or (ii) as a reorganization under Section 368(a) of the Code.
Accounting for the Merger. Reorganization. As of the date hereof, after reviewing the terms of this Agreement, the stock repurchases by JBI, the stock repurchases by HUB identified in writing to JBI, and the employee benefit plans of JBI and the Xxxxxxxxx Xxxxx with JBI's independent auditors, JBI does not have any reason to believe that the Merger will fail to qualify (i) for pooling-of-interests accounting treatment under GAAP, or (ii) as a reorganization under Section 368(a) of the Code.
Accounting for the Merger. For purposes of the pro forma combined financial statements, the merger will be accounted for as a reverse recapitalization in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Under this method of accounting, Software Acquisition Group, who is the legal acquirer, will be treated as the “acquired” company for financial reporting purposes and CuriosityStream will be treated as the accounting acquirer. This determination was primarily based on the following: • CuriosityStream stockholders are expected to have a majority of the voting power of the post-combination company under both the no redemption and maximum redemption scenarios, • CuriosityStream’s senior management will comprise substantially all of the senior management of the post-combination company, • CuriosityStream’s operations will comprise the ongoing operations of the post-combination company, and • CuriosityStream’s primary stockholder will elect the majority of the board members. Accordingly, for accounting purposes, the merger will be treated as the equivalent of a capital transaction in which CuriosityStream is issuing stock for the net assets of Software Acquisition Group. The net assets of Software Acquisition Group will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to Merger will be those of CuriosityStream.
