Common use of Preliminary Purchase Price Allocation Clause in Contracts

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. As discussed above, the aggregate purchase price Fair Value of Assets Acquired and Liabilities Assumed and Gain on Bargain Purchase The Company accounted 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 Transaction as a business combination in accordance with under ASC 805. Under ASC 805, 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 were recorded at their fair value values as of the Acquisition completion acquisition date. Accordingly, the cost to acquire such interests will be allocated Assigning fair market values to the underlying net assets based on their respective acquired and liabilities assumed at the date of an acquisition requires the use of significant judgment regarding estimates and assumptions. For the fair values. The fair value values of Cook Pharmica’s identifiable tangible and intangible the assets acquired and liabilities assumed, along with the Deferred Purchase ConsiderationCompany used the cost, are based on a preliminary estimate of income and market approaches, including market participant assumptions. The fair value as of June 30the identifiable assets acquired (including amounts due under the IP Transit Services Agreement) were in excess of the liabilities assumed and the net consideration to be paid resulting in a gain on bargain purchase of $1.1 billion. The Transaction is considered an asset purchase for income tax purposes. The tax basis of the acquired business is the consideration paid ($1) plus the tax basis of the liabilities assumed, 2017. Any with adjustments for cash acquired in excess of the purchase price over price. Deferred income taxes are recorded based upon the estimated fair value difference between the book and tax basis of the net acquired assets acquired will be recorded as goodwilland assumed liabilities at the Company’s marginal effective income tax rate on the Closing Date. The allocation following table summarizes the fair values for each major class of the purchase price to all identifiable assets acquired and liabilities assumed reflected at the acquisition date. The Company retained the services of certified valuation specialists to assist with assigning values to certain acquired assets and assumed liabilities. The amounts presented are provisional and are subject to change as the Company refines the estimates and inputs used 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 calculations of September 25, 2017. The final purchase price and fair value assessment of identifiable the assets acquired and liabilities assumed will assumed. (In thousands) May 1, 2023 Net consideration to be completed received from the Seller Due from the Seller – IP Transit Services Agreement, net of discount of $79,610 (c) $ 620,390 Due from the Seller – Purchase Agreement, net of discount of $17,032 (b) 40,029 Total consideration to be received from the Seller $ 660,419 Cash consideration (d) $ - Estimated Purchase Price Adjustment amount paid to the Seller on the Closing Date (a) 61,112 Estimated Purchase Price Adjustment amount to be paid to the Seller following the closing date Closing Date (a) 3,492 Total consideration paid and to be paid to the Seller $ 64,604 Total net consideration to be received from the Seller $ 595,815 Assets Current assets: Cash and cash equivalents $ 47,074 Accounts receivable 39,948 Prepaid expenses and other current assets 21,288 Total current assets 108,310 Total property and equipment 1,030,200 Right-of-use leased assets 487,036 Intangible assets 57,000 Deferred income tax assets 135,000 Deposits and other assets 7,191 Total assets $ 1,824,737 Liabilities Current liabilities: Accounts payable $ 13,312 Accrued and other current liabilities 36,629 Current maturities, operating lease liabilities (b) 114,121 Total current liabilities 164,062 Operating lease liabilities, net of the Acquisition based current maturities 372,915 Unfavorable lease liabilities 147,503 Deferred income tax liabilities 580,000 Other long-term liabilities 38,352 Total liabilities 1,302,832 Fair value of net assets acquired $ 521,905 Gain on a detailed valuation analysis that has not yet been completed. The final bargain purchase price allocation may Fair value of net assets acquired $ 521,905 Total net consideration to be different received from that reflected in the preliminary pro forma Seller, net of discounts (b) (c) 595,815 Gain on bargain purchase price allocation presented herein, and this difference may be material.$ 1,117,720

Preliminary Purchase Price Allocation. As discussed aboveUnder the acquisition method of accounting, 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 of Ixia are recorded at the Merger date fair values and added to those of Keysight. The pro forma adjustments 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 Merger. The final determination of the purchase price allocation, upon the consummation of the Merger, will be based on Ixia’s net assets acquired as of the Acquisition completion datedate of the Merger and will depend on a number of factors that cannot be predicted with any certainty at this time. Therefore, the actual allocations will differ from the pro forma adjustments presented. The allocation is dependent upon certain valuation and other studies that have not yet been completed. Accordingly, the cost pro forma purchase price allocation is subject to acquire such interests further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will be allocated not result in significant changes to the underlying net assets based on their respective estimates of fair valuesvalue set forth below. The fair value following table sets forth a preliminary allocation of Cook Pharmica’s the estimated Merger Consideration to the identifiable tangible and intangible assets acquired and liabilities assumedassumed of Ixia based on Ixia’s December 31, along 2016 consolidated balance sheet, with the Deferred Purchase excess recorded as goodwill (amounts in millions): Preliminary allocation of Estimated Merger Consideration, are based on a preliminary estimate : Book value of fair value Ixia’s net assets as of June 30the pro forma Merger date $ 511 Adjustments to historical net book value: Inventory 83 7[a] Property, 2017. Any plant and equipment 15 7[b] Intangible assets 667 7[c] Long-term deferred tax assets (9 ) 7[d] Employee compensation and benefits 2 [5] Other accrued liabilities 1 7[e] Deferred revenue 66 7[f] Long-term deferred revenue 18 7[f] Other long-term liabilities (267 ) 7[d]; 7[e] Adjusted book value of Ixia’s net assets as of the pro forma Merger date 1,087 Adjustment to goodwill 594 [5] Historical goodwill of Ixia 339 Goodwill attributable to the Merger $ 933 Goodwill represents the excess of the purchase price preliminary estimated Merger Consideration over the estimated fair value of the underlying net assets acquired will acquired. Goodwill is not amortized but instead is reviewed for impairment at least annually, absent any indicators of impairment. Goodwill is attributable to planned growth in new markets and synergies expected to be achieved from the combined operations of Keysight and Ixia. Xxxxxxxx recorded as goodwillin the Merger is not expected to be deductible for tax purposes. 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 historical net book value adjustments and goodwill adjustment as shown above are reasonable based on currently available information as further described in Note 7 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 materialNotes to Unaudited Pro Forma Condensed Combined Financial Information.

Preliminary Purchase Price Allocation. As discussed above, Total consideration for the aggregate acquisition of FutureScripts consisted of cash payments of $225.5 million. The purchase price for the Acquisition is $950.0 million was funded from our cash on hand. The purchase price of which (i) $750.0 million is payable FutureScripts was largely determined on the closing date basis of management’s expectations of future earnings and cash flows, resulting in the Acquisition (less an amount to be placed in escrow for adjustment purposes and a previous deposit), subject to customary recognition of goodwill. The pro forma 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 allocation below has been developed 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 estimates of fair value using the historical financial statements of FutureScripts as of June 30, 20172010. Any excess of In addition, 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 acquired intangible assets acquired and liabilities assumed reflected in the unaudited pro forma condensed combined financial statements is based on preliminary fair value estimates using assumptions that our management believes and subject to the completion of management’s final analysis. Management’s preliminary allocation of the purchase price to the net assets acquired resulted in trade name intangibles of $20.0 million with an estimated useful life of 20 years, and customer contract intangibles of $90.0 million with an estimated useful life of 10 years. Because valuations of acquired assets and liabilities are reasonable based on currently in process, and information may become available information as of September 25within the measurement period which indicates a potential change to these valuations, 2017the purchase price allocation is subject to adjustment. The final residual amount of the purchase price after preliminary allocation to net assets acquired and fair identifiable intangibles has been allocated to goodwill. The actual amounts recorded using acquisition date assets and liabilities may differ from the pro forma amounts presented as follows (in thousands): Pro Forma Fair value assessment of consideration: Cash $ 225,488 Total consideration 225,488 Recognized amounts of identifiable assets acquired and liabilities assumed: Current assets (primarily accounts receivable and rebates receivable) 52,713 Intangible assets 110,000 Property, plant and equipment 136 Liabilities assumed (primarily trade payable and rebates payable) (46,330 ) Total identified net assets 116,519 Goodwill $ 108,969 The identifiable net assets acquired, as used in the calculation above, exclude certain property and equipment, deferred tax assets, affiliate loan payable, other current assets and current liabilities, and other liabilities which were not assumed in accordance with the Purchase Agreement. We have determined that goodwill and intangible assets arising from the acquisition will be completed following the closing date of the Acquisition based on a detailed valuation analysis that has not yet been completeddeductible for tax purposes. The final transaction will be treated as an asset purchase price allocation may be different from that reflected in for tax purposes, with the preliminary pro forma tax basis assets adjusted to reflect the purchase price allocation presented herein, and this difference may be materialprice.

Preliminary Purchase Price Allocation. As discussed above, the aggregate The purchase price for the Acquisition is $950.0 million of which (i) $750.0 million is payable on has been allocated to the closing date assets acquired and liabilities assumed for purposes of the Acquisition (less an amount to be placed in escrow for adjustment purposes and a previous deposit), subject to customary unaudited pro forma condensed combined financial information based on their estimated relative fair values. The purchase price allocation herein is preliminary. The final purchase price allocation will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the pro forma adjustments presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of purchase price allocated to goodwill and could impact the operating results of the Company following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities. The acquisition-date fair value of the amount consideration transferred is as follows (in thousands, except per share amounts): Common shares issued 15,543 Closing price per share of Cook Pharmica’s working capitalTransEnterix common stock on September 18, cash2015 $ 2.81 $ 43,677 Cash consideration 25,000 Contingent consideration 24,300 Total consideration $ 92,977 Contingent consideration is recorded as a liability and measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones and an estimated discount rate commensurate with the risks of the expected cash flows attributable to the various milestones. The material factors that may impact the fair value of the contingent consideration, debt and transaction expenses as described therefore this liability, are the probabilities of achieving the related milestones and the discount rate. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value, respectively, and commensurate changes to this liability. The fair value of the contingent consideration, and the associated liability relating to the contingent consideration at each reporting date, will be updated by reflecting the changes in fair value reflected in the Acquisition Agreement and (ii) the Deferred Purchase Consideration Company’s statement of $200.0 million is payable in $50.0 million increments on each anniversary of the closing date of the Acquisition over four yearsoperations. The Acquisition will be was accounted for as a business combination under the acquisition method of accounting in accordance with the Financial Accounting Standards Board Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASCASC 805”) 805 Business Combinations). Accordingly, which will establish a new basis the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of accounting for all identifiable the date of acquisition, with the remaining purchase price recorded as goodwill. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition on September 21, 2015 (in thousands): Accounts receivable $ 78 Inventories 3,200 Current deferred tax asset 351 Other current assets 4,180 Property and equipment 1,384 Intellectual property 62,500 In-process research and development 22,300 Goodwill 22,315 Total assets acquired $ 116,308 Accounts payable and other liabilities 1,915 Long-term deferred tax liabilities 21,416 Net assets acquired $ 92,977 The purchase price allocation has been prepared on a preliminary basis and is subject to change as additional information becomes available concerning the fair value as and tax basis 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 In-process research and development (“IPR&D”) is principally the estimated fair value of the net TransEnterix Italia technology, with assigned values to be allocated among the various IPR&D assets acquired will be acquired. IPR&D is recorded as goodwillan indefinite-lived asset until it is available for commercial use, upon which each applicable IPR&D asset becomes classified as developed technology and is amortized over the estimated period of economic benefit. The allocation Goodwill is calculated as the difference between the acquisition-date fair value of the purchase price to all identifiable consideration transferred and the fair values of the 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, 2017assumed. The final purchase price goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and fair value assessment is not amortized but tested for impairment on an annual basis or when indications 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 materialimpairment exist.

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 The unaudited pro forma condensed combined financial statements have been prepared to be placed in escrow for adjustment purposes and a previous deposit), subject to customary purchase price adjustments related give effect to the amount of Cook Pharmica’s working capitalAcquisition, cash, debt and transaction expenses as described in the Acquisition Agreement and (ii) the Deferred Purchase Consideration of $200.0 million which 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 under the acquisition method of accounting, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 Topic 805, Business Combinations, Combinations (“ASC 805”) and which will establish a new basis of accounting for all identifiable assets acquired and liabilities assumed at use the fair value as of the Acquisition completion dateconcepts defined in ASC Topic 820, Fair Value Measurements and Disclosures. AccordinglyASC 805 requires, 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 among other things, that identifiable tangible and intangible assets acquired and liabilities assumed, along with the Deferred Purchase Consideration, are based on a preliminary estimate of assumed be recognized at their fair value values as of June 30, 2017the acquisition date. Any excess of difference between the estimated purchase price over and the estimated fair value of the net assets acquired will be and liabilities assumed is recorded as goodwill. The allocation amounts allocated to the acquired assets and assumed liabilities in the unaudited pro forma condensed combined financial statements are based on management’s preliminary valuation estimates. Definitive allocations will be performed and finalized after the Acquisition Date based on certain valuations and other studies that will be performed by Dynacast with the services of outside valuation specialists. Accordingly, the estimated purchase price to all identifiable assets acquired allocation and liabilities assumed related pro forma adjustments reflected in the unaudited pro forma condensed combined financial statements is are preliminary, have been made solely for the purpose of preparing these statements, and are subject to revision based on preliminary estimates using assumptions that our management believes are reasonable based on currently available information as a final determination of September 25, 2017fair value. The final purchase price and allocation is expected to be completed as soon as practicable, but no later than twelve (12) months after the Acquisition Date. Based on management’s preliminary valuation of the fair value assessment of identifiable tangible and intangible assets acquired and liabilities assumed, which are based on estimates and assumptions that are subject to change, and other factors as described in the introduction to these unaudited pro forma condensed combined financial statements, the preliminary estimated purchase price is allocated as follows: (in millions of dollars) Purchase price $ 45.0 Contingent consideration 4.4 Working capital adjustment (0.1 ) Total purchase price 49.3 Cash acquired — Total purchase price, net of cash acquired 49.3 Accounts receivable 5.2 Inventory 5.1 Other current assets 1.2 Property and equipment 5.6 Intangible assets 13.3 Total assets acquired 30.4 Other current liabilities 2.8 Deferred income taxes 7.1 Total liabilities assumed 9.9 Goodwill $ 28.8 Prior to the end of the measurement period for finalizing the purchase price allocation, if information becomes available which would indicate adjustments are required to the purchase price allocation, such adjustments will be completed following included in 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 retrospectively. Such adjustments may be material. Of the total estimated purchase price, $13.3 million has been allocated to definite-lived intangible assets, i.e. customer relationships which will be amortized on a straight-line basis over their respective estimated useful lives of 13 – 14 years. The amortization expense associated with these definite-lived intangible assets will not be deductible for tax purposes. Of the total estimated purchase price, approximately $28.8 million has been allocated to goodwill and is not deductible for tax purposes. Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net tangible and intangible assets acquired and liabilities assumed. Goodwill is not amortized but instead is tested for impairment at least annually (more frequently if indicators of impairment arise). In the event we determine that goodwill has become impaired, we will record an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made.

Preliminary Purchase Price Allocation. As discussed aboveThe allocation of the preliminary purchase price to the fair values of assets to be acquired and liabilities to be assumed in the NewPage acquisition includes unaudited pro forma adjustments to reflect the expected fair values of NewPage’s assets and liabilities at the completion of the NewPage acquisition. The allocation of the preliminary purchase price is as follows (in millions): Current assets $ 668 Property, plant, and equipment 1,465 Other long-term assets 56 Current liabilities (272 ) Current portion of long-term debt (3 ) Other long-term liabilities (505 ) Long-term debt (700 ) Net assets acquired $ 709 The preliminary purchase price allocation for NewPage is subject to revision as more detailed analysis is completed and additional information on the fair values of NewPage’s assets and liabilities becomes available and is finalized. The preliminary purchase price allocation was based on Verso’s historical experience, data that was available through the public domain and Verso’s due diligence review of NewPage’s business. We did not identify a material amount of goodwill as a result of the preliminary purchase price allocation. Although management believes that the preliminary purchase price allocation herein is reasonable, there can be no assurance that finalization of such purchase price allocation will not result in material changes from the preliminary purchase price allocation included in the accompanying Pro Forma Statements. The accompanying Pro Forma Statements do not reflect the costs of any integration activities or benefits that may result from realization of future cost savings from operating efficiencies, or any revenue, tax, or other synergies expected to result from the NewPage acquisition. In addition, the aggregate NewPage acquisition is not expected to result in a taxable transaction and Verso has net operating loss carryforwards and a related full valuation allowance that are expected to offset any deferred tax impact of the NewPage acquisition. Therefore no deferred taxes have been established as a result of the purchase price allocation. In addition, as Verso’s divestiture of the Bucksport mill was not directly attributable to the NewPage acquisition, no pro forma adjustment for the Acquisition is $950.0 million of which (i) $750.0 million is payable on the closing date Bucksport divestiture has been made. The preliminary valuations of the Acquisition (less an amount acquired assets and liabilities include, but are not limited to, fixed assets, goodwill, and other potential intangible assets. The valuations reflected herein consist of physical appraisals, discounted cash flow analyses, or other appropriate valuation techniques to be placed in escrow for adjustment purposes and a previous deposit), subject to customary purchase price adjustments related to determine 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 fair value of the closing date of the Acquisition over four yearsassets acquired and liabilities assumed. The Acquisition will be accounted for as a business combination in accordance with the Financial final Accounting Standards Board Accounting Standards Codification (“ASC”) 805 Business CombinationsConsideration, which will establish a new basis of accounting for all identifiable and amounts allocated to assets acquired and liabilities assumed at fair in the NewPage acquisition, could differ materially from the preliminary amounts presented in these Pro Forma Statements. In addition, if the value as of the Acquisition completion dateacquired assets is higher than the preliminary indication, it may result in higher amortization and depreciation expense than is presented in these statements. Accordingly, See Note 3 for the cost to acquire such interests will be allocated to the underlying net assets based on their respective fair values. The fair value effects 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 changes in estimated fair value of the net assets property and equipment to be acquired will be recorded as goodwill. The allocation of the purchase price to all identifiable assets acquired and liabilities assumed reflected in the unaudited NewPage acquisition on the calculation of 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 depreciation 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 materialamortization expense.

Preliminary Purchase Price Allocation. As discussed above, the aggregate The purchase price for the Acquisition is $950.0 million of which (i) $750.0 million is payable on has been allocated to the closing date assets acquired and liabilities assumed for purposes of the Acquisition (less an amount to be placed in escrow for adjustment purposes and a previous deposit), subject to customary unaudited pro forma condensed combined financial information based on their estimated relative fair values. The purchase price allocation herein is preliminary. The final purchase price allocation will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the pro forma adjustments presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of purchase price allocated to goodwill and could impact the operating results of the Company following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities. The acquisition-date fair value of the amount consideration transferred is as follows: Total Acquisition Date Fair Value (in thousands) Cash consideration $ 15,750 Contingent consideration 6,000 Total consideration transferred $ 21,750 Contingent consideration is recorded as a liability and measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of Cook Pharmica’s working capitalachieving each of the potential milestones and an estimated discount rate commensurate with the risks of the expected cash flows attributable to the various milestones. The material factors that may impact the fair value of the contingent consideration, cashand therefore this liability, debt are the probabilities of achieving the related milestones and transaction expenses as described the discount rate. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value, respectively, and commensurate changes to this liability. The fair value of the contingent consideration, and the associated liability relating to the contingent consideration at each reporting date, will be updated by reflecting the changes in fair value reflected in the Acquisition Agreement and (ii) the Deferred Purchase Consideration Company’s statement of $200.0 million is payable in $50.0 million increments on each anniversary of the closing date of the Acquisition over four yearsoperations. The Acquisition will be was accounted for as a business combination under the acquisition method of accounting in accordance with the Financial Accounting Standards Board Board’s Accounting Standards Codification (“ASC”) 805 Topic 805, Business Combinations. Accordingly, which will establish a new basis the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of accounting for all identifiable the date of acquisition, with the remaining purchase price recorded as goodwill. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition on July 1, 2014 (in thousands): Assets acquired: Cash and cash equivalents $ 53 Accounts receivable, net 25 Property and equipment, net 619 In-process research and development 18,500 Goodwill 4,180 Other assets acquired 142 Total assets acquired 23,519 Liabilities assumed: Accounts payable 357 Accrued liabilities 131 Deferred tax liability 857 Other liabilities 424 Total liabilities assumed 1,769 Net assets acquired $ 21,750 The purchase price allocation has been prepared on a preliminary basis and is subject to change as additional information becomes available concerning the fair value as and tax basis 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 In-process research and development (“IPR&D”) is principally the estimated fair value of the net ECP and AIS technology, with assigned values to be allocated among the various IPR&D assets acquired will be acquired. IPR&D is recorded as goodwillan indefinite-lived asset until it is available for commercial use, upon which each applicable IPR&D asset becomes classified as developed technology and is amortized over the estimated period of economic benefit. The allocation Goodwill is calculated as the difference between the acquisition-date fair value of the purchase price to all identifiable consideration transferred and the fair values of the 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, 2017assumed. The final purchase price goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and fair value assessment is not amortized but tested for impairment on an annual basis or when indications 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 materialimpairment exist.