Preliminary Purchase Price Allocation. As discussed above, the aggregate purchase price for the Acquisition is $950.0 million of which (i) $750.0 million is payable on the closing date of the Acquisition (less an amount to be placed in escrow for adjustment purposes and a previous deposit), subject to customary purchase price adjustments related to the amount of Cook Pharmica’s working capital, cash, debt and transaction expenses as described in the Acquisition Agreement and (ii) the Deferred Purchase Consideration of $200.0 million is payable in $50.0 million increments on each anniversary of the closing date of the Acquisition over four years. The Acquisition will be accounted for as a business combination in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805 Business Combinations, which will establish a new basis of accounting for all identifiable assets acquired and liabilities assumed at fair value as of the Acquisition completion date. Accordingly, the cost to acquire such interests will be allocated to the underlying net assets based on their respective fair values. The fair value of Cook Pharmica’s identifiable tangible and intangible assets acquired and liabilities assumed, along with the Deferred Purchase Consideration, are based on a preliminary estimate of fair value as of June 30, 2017. Any excess of the purchase price over the estimated fair value of the net assets acquired will be recorded as goodwill. The allocation of the purchase price to all identifiable assets acquired and liabilities assumed reflected in the unaudited pro forma condensed combined financial statements is based on preliminary estimates using assumptions that our management believes are reasonable based on currently available information as of September 25, 2017. The final purchase price and fair value assessment of identifiable assets acquired and liabilities assumed will be completed following the closing date of the Acquisition based on a detailed valuation analysis that has not yet been completed. The final purchase price allocation may be different from that reflected in the preliminary pro forma purchase price allocation presented herein, and this difference may be material.
Preliminary Purchase Price Allocation. These pro forma adjustments include a preliminary allocation of the estimated purchase price required under the Merger Agreement to the estimated fair value of assets acquired and liabilities assumed at the Closing Date, with the excess recorded as Goodwill; however, a detailed analysis has not been completed and actual results may differ from these estimates. The final allocation of the purchase price required under the Merger Agreement could differ materially from the preliminary allocation primarily because market prices, interest rates and other valuation variables will fluctuate over time and be different at the Closing Date compared to the amounts assumed for these pro forma adjustments. The following is a summary of the estimated purchase price required under the Merger Agreement and preliminary purchase price allocation giving effect to the Merger as if it had been completed on April 30, 2019: (in thousands) As of Apr. 30, 2019 Estimated cash consideration for Merger $ 2,028,479 Fair value of existing equity investment in WageWorks 77,400 Estimated purchase consideration $ 2,105,879 Cash $ 598,330 Short-term investments 183,603 Trade receivables, net 114,426 Other current assets 30,822 Property, plant and equipment, net 74,378 Operating lease ROU assets 24,095 Intangible assets, net 700,000 Goodwill 1,292,660 Other assets 33,300 Total assets acquired 3,051,614 Accounts payable, accrued expenses and other current liabilities (107,009 ) Operating lease liabilities (36,524 ) Customer obligations (660,437 ) Deferred tax liability (136,992 ) Other long-term liabilities (4,773 ) Fair value of net assets acquired $ 2,105,879 WageWorks’s long-term debt includes change-of-control provisions and therefore will be paid off prior to the Closing Date and will not be assumed by HealthEquity.
Preliminary Purchase Price Allocation. Estimated Consideration (In millions) Vivint common shares outstanding as of December 31, 2022 of 213,606,672 multiplied by $12.00 per share consideration $ 2,563 Vivint Cash-Out RSUs and PSUs (at $12.00 per share) 9 Vivint Stock Appreciation Rights (at $12.00 less gxxxx xxxxx per share) 1 Vivint Private Placement Warrants (at $12.00 less exercise price of $11.50 per share) 3 Total Estimated Cash Consideration $ 2,576 Estimated fair value of assumed Vivint equity awards attributable to pre-combination service 68 Estimated fair value of Vivint Cash-Out RSUs and PSUs attributable to post-combination expense (4) Total Estimated Consideration $ 2,640 Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Vivint, the acquiree, are recorded at fair value on the Acquisition date and added to those of NRG, the acquirer. The Acquisition Accounting Adjustments included herein are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Acquisition. The table below represents an initial allocation of the preliminary estimated consideration to Vivint’s tangible and intangible assets to be acquired and liabilities to be assumed based on preliminary estimated fair values as of December 31, 2022. (In millions) Current assets $ 448 Property, plant and equipment 62 Other non-current assets and deferred income taxes 811 Current liabilities (including $17 million Current portion of long-term debt and finance leases) (942) Long-term debt and finance leases (2,562) Non-current liabilities (941) Identifiable intangible assets and goodwill attributable to Vivint 5,764 Total Estimated Consideration $ 2,640 The preliminary fair value of the identifiable intangible assets of $2,245 million, which includes customer relationships, technology related assets, trade names and contracts, will be amortized over the estimated useful life. The estimated weighted average useful life is approximately 10 years. The preliminary useful lives of the intangible assets were determined based on the expected pattern of the economic benefit. The expected amortization for the five years following the Acquisition is currently estimated to be $259 million per year. The final purchase price allocation depends on certain valuations and other studies that have not yet been completed. The final determination of the purchase price allocat...
Preliminary Purchase Price Allocation. The combined company will allocate the purchase price paid by Express Scripts to the fair value of the Medco assets acquired and liabilities assumed. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of Medco as of September 24, 2011. In addition, the allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisors, at the completion of the Mergers. Once Express Scripts and its third party valuation advisors have full access to the specifics of Medco’s intangible assets, additional insight will be gained that could impact: (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets and/or (iii) the estimated weighted-average useful life of each category of intangible assets. The estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to us only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the Mergers. The estimated intangible assets are comprised of customer contracts with an estimated useful life of 10 years and trade names with an estimated useful life of 5 years, which is consistent with the estimated benefit period. Since Express Scripts has limited information at this time to value all of the intangible assets, the estimated fair values were based primarily on current estimates of Medco’s expected future cash flows for all customer contracts and trade names. Express Scripts expects that the estimated value assigned to Medco’s customer contracts is likely to change as access is gained by Express Scripts to the specifics of Medco’s customer contracts and as life and renewal assumptions are refined. Additional intangible asset classes may be identified as the valuation process continues, however such items are currently not expected to be material to the overall purchase price allocation. A 10% change in the amount allocated to identifiable intangible assets would increase or decrease annual amortization expense by $140.0 million. The residual amount of the purchase price after preliminary allocation to identifiable intangibles has been allocated to goodwill. The actual amounts rec...
Preliminary Purchase Price Allocation. Refer to the table below for the preliminary calculation of estimated value of the acquisition consideration: (in thousands, except per share amounts) NOTE Amount (Rounded) Cash consideration: Cash consideration paid to Vilex and Orthex stockholders pursuant to the equity interest purchase agreement $ 40,210 Share consideration: OrthoPediatrics common shares issued 245,352 Volume weighted average share price of OrthoPediatrics for the 30 days ending on May 30, 2019 $ 40.76 Estimated value of OrthoPediatrics common shares issued to Vilex and Orthex equity holders pursuant to the equity interest purchase agreement 10,000 Estimated payment of Vilex Companies transaction related costs 261 Fund escrow and payment of related agent fees (ii) 3,001 Working capital adjustment 275 Preliminary fair value of estimated total acquisition consideration $ 60,276
Preliminary Purchase Price Allocation. The preliminary Purchase Price allocation is attached as Exhibit 3.5 hereto, though it is subject to change based on actual circumstances at the time of filing an allocation statement. Lincare and the Company shall file, in accordance with the Internal Revenue Code of 1986, as amended, an asset allocation statement on Form 8594 with its federal income tax return for the tax year in which the Closing Date occurs and shall contemporaneously provide the other parties with a copy of the Form 8594 being filed. Such allocations on Form 8594 shall be materially consistent with the preliminary allocation on Exhibit 3.5, and no party shall take a materially inconsistent position in reporting the allocation for any tax reporting purposes. The preliminary purchase price allocation set forth on Exhibit 3.5 shall also set forth an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to this transaction.
Preliminary Purchase Price Allocation. (aa) The Company has performed a preliminary valuation analysis of the fair market value of Scilex’s assets and liabilities. The following tables summarize the total consideration and the allocation of the preliminary purchase price as of the acquisition date (in thousands): Total consideration Closing consideration (includes approximately $5 in cash) $ 4,768 Plus: Fair value of contingent consideration 40,000 Plus: Receivable from Scilex 600 Plus: Fair value of non-controlling interest 13,693 Total consideration $ 59,061 The fair value of non-controlling interest was calculated by starting with an equity value (determined from a standard enterprise value calculation), multiplied by the non-controlling interest share of equity (27.9%) less a 25% discount for lack of marketability. Allocation of the preliminary purchase price of the acquisition Cash and cash equivalents $ 116 Grants and accounts receivables 22 Prepaid expenses and other 162 Restricted cash 50 Security deposit 43 Property and equipment 243 Intangibles, net 61,240 Goodwill 25,483 Accounts payable (2,653 ) Accrued payroll and related (549 ) Advanced capital (500 ) Current debt (100 ) Deferred tax liabilities (24,496 )(x) Total consideration $ 59,061
Preliminary Purchase Price Allocation. For the purpose of the unaudited pro forma condensed combined financial statements, the purchase price of Muuto has been allocated to the Company’s tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values. The excess of the purchase price over the net tangible and identifiable intangible assets will be recorded as goodwill. The preliminary allocation of purchase price is based upon a valuation undertaken by the Company and is subject to change during the measurement period. These changes, including those resulting from conforming Xxxxx’s accounting policies to those of the Company, could differ materially from the pro forma adjustments presented herein and could result in material variances between the Company’s future financial results and the amounts presented in the unaudited pro forma condensed combined financial statements, including variances in fair values recorded, as well as expenses and cash flows associated with them. The Company expects to continue to obtain information to assist it in determining the fair value of the net assets acquired at the Muuto Acquisition date and during the measurement period. The Company’s preliminary purchase price allocation for Muuto based on the estimated fair values as of December 31, 2017 is as follows (in thousands): Cash $ — Customer receivables 10,051 Inventory 13,536 Other current assets 1,096 Property, plant, and equipment, net 1,253 Intangible assets 131,244 Other non-current assets 309 Accounts payable 6,584 Other current liabilities 11,427 Deferred income taxes 29,744 Fair value of net acquired identifiable assets and liabilities $ 109,734 Purchase price $ 307,503 Less: Fair value of net acquired identifiable assets and liabilities 109,734 Goodwill $ 197,769 Currently, the Company has not recorded any pre-acquisition contingencies related to Muuto as of the acquisition date; however, the Company continues to gather information and to evaluate whether any pre-acquisition contingencies have been assumed. If identified, such amounts will be included in the purchase price allocation at their fair value and will result in additional goodwill.
Preliminary Purchase Price Allocation. The Acquisition was accounted for under the purchase method of accounting and is being treated as a business combination in accordance with IFRS. The purchase price was preliminarily allocated based on the estimated fair value of net assets acquired and liabilities assumed at the date of the acquisition. The preliminary purchase price allocation is subject to further refinement and may require adjustments to arrive at the final purchase price allocation. The Company expects to finalize the purchase price allocation within the context of its 2022 yearend reporting. The acquisition consideration was comprised of (in thousands): Cash $ 25,000 Stock 5,000 Contingent consideration (1) 41,006 Total acquisition consideration $ 71,006
Preliminary Purchase Price Allocation. The Acquisition was accounted for using the acquisition method of accounting using the accounting guidance in Accounting Standards Codification 805, Business Combinations. The purchase price for the Acquisition was cash of $4,250,000, subject to certain adjustments such as potential deductions for indebtedness and other transaction related expenses and bonuses. In addition, subject to the financial performance of ExtenData in each of the two years following closing, the Company may pay the sellers a total of up to an additional $750,000 in earn out payments. The preliminary purchase price allocation is subject to change due to changes in the estimated fair value of ExtenData’s assets acquired and liabilities assumed as of the date of the transaction, resulting from the finalization of the Company’s detailed valuation analysis. The preliminary purchase price allocation of ExtenData as of September 30, 2020 is as follows (in thousands): Preliminary Purchase Price Allocation Cash and cash equivalents $ 1,457 Accounts receivable, net 1,278 Prepaid expenses and other current assets 29 Property and equipment, net 543 Intangible assets 3,479 Accounts payable (1,388 ) Accrued expenses and other current liabilities (164 ) Deferred revenue (497 ) Current portion of debt (413 ) Identifiable net assets acquired 4,324 Goodwill 676 Total consideration $ 5,000 Note 3: Pro Forma Adjustments The following adjustments have been made to the accompanying unaudited pro forma condensed consolidated financial statements:
