PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS. 1. BASIS OF PRESENTATION The unaudited pro forma condensed combined financial statements show the historical financial positions and results of operations of PolyOne and Clariant Masterbatch and have been prepared to illustrate the effect of (1) the completion of PolyOne’s disposition of PP&S and (2) the completion of the pending Clariant Acquisition, including pro forma assumptions and adjustments related to the Clariant Acquisition, and the anticipated contemporaneous financing transactions, as described in these accompanying notes to the unaudited pro forma condensed combined financial statements. The pro forma adjustments give effect to events that are (1) directly attributable to the Clariant Acquisition, (2) factually supportable, and (3) with respect to the statement of operations, expected to have a continuing impact on the results of operations of the combined business. The Clariant Acquisition is being accounted for as a business combination using the acquisition method of accounting under the provisions of ASC 805, which requires assets acquired and liabilities assumed to be recorded at their acquisition date fair value. ASC Topic 820, Fair Value Measurements ("ASC 820"), defines the term "fair value" as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date." This is an exit price concept that assumes the highest and best use of an asset or liability by market participants, who are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. As a result, the Company may be required to value assets of Clariant Masterbatch at fair value measures that do not reflect the Company’s intended use of those assets. The unaudited pro forma condensed combined balance sheet as of September 30, 2019 is presented as if the Clariant Acquisition had occurred on September 30, 2019. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2019, and for the year ended December 31, 2018, are presented as if the Clariant Acquisition had occurred on January 1, 2018, the beginning of the earliest period presented. As of the date of this Current Report, PolyOne has not completed the detailed valuation studies necessary to determine the fair value of the Clariant Masterbatch assets to be acquired and the liabilities to be assumed and the related allocations of purc...
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS. 1. Description of Transaction On March 8, 2018, Cigna and Express Scripts agreed to the combination of Cigna and Express Scripts under the terms of the merger agreement described in this joint proxy statement/prospectus. Subject to the terms and conditions of the merger agreement, Cigna will acquire Express Scripts in a cash and stock transaction through: (1) the merger of Cigna Merger Sub with and into Cigna, with Cigna surviving the merger as a direct wholly owned subsidiary of New Cigna, and (2) the merger of Express Scripts Merger Sub with and into Express Scripts, with Express Scripts surviving the merger as a direct wholly owned subsidiary of New Cigna. Subject to the terms and conditions of the merger agreement, at the effective time, each share of Express Scripts common stock issued and outstanding immediately prior to the effective time (other than the Express Scripts excluded shares) will be automatically converted into (1) 0.2434 of a share of New Cigna common stock and (2) the right to receive $48.75 in cash, without interest, subject to applicable withholding taxes. No fractional shares of New Cigna common stock will be issued in the mergers, and Express Scripts stockholders will receive cash in lieu of any fractional shares of New Cigna common stock. Subject to the terms and conditions of the merger agreement, at the effective time, each share of Cigna common stock issued and outstanding immediately prior to the effective time (other than the excluded Cigna shares) will be automatically converted into one fully paid and nonassessable share of New Cigna common stock. The merger agreement generally provides that, upon completion of the Express Scripts merger, each Express Scripts stock option, Express Scripts RSU award (other than any such award held by a non-employee director) and Express Scripts deferred unit that is outstanding immediately prior to the effective time will be converted into an equivalent New Cigna award. Each pre-2018 Express Scripts performance share unit award that is outstanding immediately prior to the effective time generally will vest at the level of performance determined by the compensation committee of the Express Scripts board of directors and each 2018 Express Scripts performance share unit award will vest at the maximum level of performance and, in each case, will be cancelled in exchange for the right to receive the Express Scripts merger consideration with respect to each underlying share of Express Scripts comm...
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS. 1. Description of the Transaction On April 28, 2016, Rovi Corporation (“Rovi”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among TiVo Inc. (“TiVo”), Titan Technologies Corporation, a wholly owned subsidiary of Rovi (“New Parent”), Nova Acquisition Sub, Inc., a wholly owned subsidiary of New Parent (“Rovi Merger Sub”), and Titan Acquisition Sub, Inc., a wholly owned subsidiary of New Parent (“TiVo Merger Sub”), on the terms and subject to the conditions set forth in the Merger Agreement. Subject to the Merger Agreement, Rovi Merger Sub will merge with and into Rovi (the “Rovi Merger”) and TiVo Merger Sub will merge with and into TiVo (the “TiVo Merger”, and collectively with the Rovi Merger, the “mergers”), and New Parent will own Rovi and TiVo as wholly owned subsidiaries. Upon the terms and subject to the conditions set forth in the Merger Agreement, holders of outstanding shares of TiVo common stock, together with holders of outstanding TiVo equity-based awards, will receive consideration with an implied value of $10.70 per share in cash and stock, or approximately $1.05 billion in aggregate consideration assuming a Rovi stock price of $16.32, which was the closing price on July 6, 2016. The aggregate consideration assumes 99.6 million shares of TiVo common stock outstanding as of April 30, 2016 less 3.3 million net unvested TiVo employee restricted shares and other awards assumed as of April 30, 2016, plus $18.1 million allocated to the transaction price for the fair value of assumed TiVo employee stock options and restricted stock. The outstanding shares of TiVo common stock does not include 46.1 million shares of common stock held in treasury by TiVo. Rovi will pay $2.75 per share in cash, or approximately $264.8 million, subject to adjustment as described under the collar mechanism below. The remainder, $7.95 per share, will be paid in
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS. 1. Description of the Transaction On July 23, 2015, Anthem, Merger Sub and Cigna entered into the merger agreement, pursuant to which, subject to the terms set forth in the merger agreement, Merger Sub will merge with and into Cigna, or the merger, with Cigna surviving as the initial surviving corporation. If certain tax opinions relating to the qualifications of the merger are delivered, immediately following the consummation of the merger, the initial surviving corporation will then merge with and into Anthem whereupon the separate corporate existence of the initial surviving corporation will cease and Anthem will continue as the surviving corporation. At the effective time of the merger, Cigna shareholders, subject to certain exclusions, will receive $103.40 in cash and 0.5152 of a share of Anthem common stock for each share of Cigna common stock issued and outstanding immediately prior to the merger. At the merger, each vested, outstanding and unexercised Cigna stock option or appreciation right will be canceled and converted automatically into the right to receive the merger consideration with an aggregate value equal to the intrinsic value of such award. Each option or appreciation right that is unvested, outstanding and unexercised at the merger shall be converted into equivalent awards with respect to Anthem common stock. Generally, all other Cigna equity awards (including strategic performance share awards, restricted stock awards, restricted stock unit awards and deferred stock unit awards) will be converted into equivalent equity awards with respect to Anthem common stock. The merger is expected to close in the second half of 2016 and is subject to certain state regulatory approvals, standard closing conditions, customary approvals required under the HSR Act and the approval of both the Anthem shareholders and the Cigna shareholders.
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS. The following summary unaudited pro forma condensed consolidated financial data reflects the proposed merger with Starz, financing required for the merger and the reclassification of Lions Gate shares. This information is derived from and should be read in conjunction with unaudited pro forma condensed consolidated financial statements and related notes thereto included in this joint proxy statement/ prospectus, see “Unaudited Pro Forma Condensed Combined Financial Statements” on page 215, and the historical financial statements and notes thereto of Starz and Lions Gate that are incorporated by reference in this joint proxy statement/prospectus. The unaudited pro forma condensed combined balance sheet assumes the reclassification, the merger and the related debt financing transactions occurred on June 30, 2016. Lions Gate’s fiscal year end is March 31 and Starz’s fiscal year end is December 31. The unaudited pro forma condensed combined balance sheet combines the historical balance sheets of Lions Gate and Starz as of June 30, 2016, and applies certain reclassification and pro forma adjustments. The historical balance sheets of Lions Gate and Starz were derived from their respective Quarterly Reports on Form 10-Q for the period ended June 30, 2016. The unaudited pro forma condensed combined statement of income assumes that the merger and the related debt financing occurred on April 1, 2015. Since Lions Gate and Starz have different fiscal year ends, with the most recent annual period of Lions Gate ended on March 31, 2016 and the most recent annual period of Starz ended on December 31, 2015, the unaudited pro forma condensed combined statement of income combine the historical results of Lions Gate for the year ended March 31, 2016 with the historical results of Starz for the twelve months ended March 31, 2016 and applies certain reclassification and pro forma adjustments. The historical results of Lions Gate were derived from its Annual Report on Form 10-K for the year ended March 31, 2016. The historical results of Starz for the twelve months ended March 31, 2016 has been calculated by (i) taking the results of operations for the year ended December 31, 2015
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS. 1. Description of Transaction and Basis of Presentation Description of Transaction On May 12, 2021, SugarMade, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between Carnaby Spot Bay Corp, a California corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Lemon Glow Company, a California corporation (the “Lemon Glow”) and Rxxx Xxxxxxxx (the “Shareholder Representative”). Pursuant to the Merger Agreement, the parties to the Merger Agreement agreed that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub would merge with and into Lemon Glow (the “Merger”) at which time the separate corporate existence of Merger Sub would cease, with Lemon Glow being the surviving corporation in the Merger. As consideration for the Merger, Company agreed to provide to the shareholders of Lxxxx Xxxx (the “Lemon Glow Shareholders”), at the closing of the Merger (the “Closing”):
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS. Note 1. Basis of Presentation The unaudited pro forma condensed combined financial statements have been prepared by the Company in accordance with Article 11 of Regulation S-X, are subject to change and are not necessarily indicative of the results that would have been achieved had the acquisition been completed as of the dates indicated or that may be achieved in future periods. The Company believes the fair value recognized for the assets acquired are based on reasonable estimates and assumptions. Preliminary fair value estimates may change as additional information becomes available. There can be no assurance that the final determination will not result in material changes from these preliminary amounts. The financial statements included in the unaudited pro forma condensed combined financial statements have been prepared in accordance with U.S. GAAP. The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that reflect the accounting for the Transaction in accordance with U.S. GAAP. Where applicable, Assertio has disclosed those adjustments that will not recur in the Company's results of operations beyond a year from the date of the Transaction. The unaudited pro forma condensed combined financial statements have been compiled in a manner consistent with the accounting policies adopted by Xxxxxxxx. The accounting policies of Otrexup have been determined to be similar in all material respects to Assertio's accounting policies. As a result, no adjustments for accounting policy differences have been reflected in the unaudited pro forma condensed combined financial statements.
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS. (in thousands of dollars, except per unit data) Note 13. Reflects the issuance of $1,000,000 in aggregate principal amount of SPH Notes. The fair value of the SPH Notes to be issued to Inergy noteholders on the closing date of the Inergy Propane Acquisition will be used for the final purchase price allocation for the Inergy Propane Acquisition, which may be different than the $1,000,000 reflected in the preliminary purchase price allocation and pro forma adjustment above.
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS. (In thousands)
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS. The unaudited pro forma condensed combined financial statements do not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the acquisition. The unaudited pro forma condensed combined financial statements have been prepared for illustrative purposes only and are not necessarily indicative of the financial position or results of operations in future periods or the results that actually would have been realized had Chanticleer and Sonnet Sub been a combined organization during the specified period. The unaudited pro forma condensed combined financial statements, including the notes thereto, should be read in conjunction with the separate Sonnet Sub, Relief and Chanticleer historical financial statements. Unaudited Pro Forma Condensed Combined Balance Sheet As of December 31, 2019 (In thousands) Sonnet BioTherapeutics, Inc Relief Therapeutics SA Pro Forma Adjustments Notes Pro Forma Sonnet BioTherapeutics, Inc. Chanticleer Holdings, Inc. Pro Forma Adjustments Notes Pro Forma Combined Assets Current assets: Cash and cash equivalents $ 889 $ 9 $ 1,355 A $ 2,253 $ 501 $ 8,499 G $ 11,253 Accounts receivable — — — — 132 (132 ) H — Related party receivable — 1,027 — 1,027 — — 1,027 Inventories — — — — 287 (287 ) H — Prepaid expenses and other current assets 20 27 — 47 250 (250 ) H 47 Total current assets 909 1,063 1,355 3,327 1,170 7,830 12,327 Property and equipment $ 48 $ — $ — $ 48 $ 5,630 $ (5,630 ) H $ 48 Operating lease assets — — — — 11,668 (11,668 ) H — Goodwill — — — — 8,568 (8,568 ) H — Intangible assets, net — — — — 3,657 (3,657 ) H — Investments — — — — 381 (381 ) H — Deposits and other assets — — — — 309 (309 ) H — Assets of discontinued operations — — — — 149 (149 ) H — Total assets $ 957 $ 1,063 $ 1,355 $ 3,375 $ 31,532 $ (22,532 ) $ 12,375 Liabilities and stockholders’ equity (deficit) Current liabilities: Current portion of long-term debt and notes payable $ — $ — $ — $ — $ 6,631 $ (6,631 ) I $ — Accounts payable 3,207 56 (56 ) F 3,207 4,219 (4,219 ) H 3,207 Other accrued expenses 148 142 — 290 3,945 (2,903 ) J 1,332 Operating lease liabilities - current — — — — 3,299 (3,299 ) H — Total current liabilities 3,356 212 (56 ) 3,512 18,094 (17,052 ) 4,554 Redeemable preferred stock — — — — 710 (710 ) K — Long-term operating lease liabilities — — — — 14,382 (14,382 ) H — Deferred revenue — — — — 959 (959 ) H — Deferred tax liabilities — — —...
