Transaction Accounting Adjustments. The adjustments included in the unaudited preliminary pro forma condensed combined financial statements are as follows:
A. Represents an adjustment to reflect $1.9 million in cash transaction bonuses paid upon closing of the Merger by Standard BioTools to SomaLogic executives newly appointed as executives of Standard BioTools.
B. Represents an adjustment to remove the deferred cost of services of $0.4 million, as unamortized fulfilment costs of an acquiree do not meet the definition of an asset to the acquirer.
C. Represents an adjustment to the right-of-use assets and lease liabilities for real estate leases acquired as part of the Merger. Standard BioTools calculated the lease liability based on the remaining lease payments and Standard BioTool’s incremental borrowing rate as of September 30, 2023. This resulted in a decrease to the current lease liability of $0.1 million, presented in operating lease liabilities, current, and a decrease to the noncurrent lease liability of $0.2 million, presented in operating lease liabilities, non-current. The right-of-use asset is calculated based on the lease liability, as there were no lease incentives or tenant improvement allowances to be received post-close. This resulted in an increase to operating lease right-of-use asset, net of $0.1 million.
D. Represents an adjustment to eliminate SomaLogic’s historical intangible assets of $16.7 million and historical goodwill of $10.4
Transaction Accounting Adjustments. The pro forma combined basic and diluted loss per share have been adjusted to reflect the pro forma net loss for the three months ended March 31, 2024 and the pro forma net loss attributable to common stockholders for the year ended December 31, 2023. In addition, the number of shares used in calculating the pro forma combined basic and diluted loss per share has been adjusted assuming that the estimated total number of shares of common stock of the combined company that were issued in connection with the Merger have been outstanding for the entirety of all periods presented. The pro forma adjustment for the three months ending March 31, 2024 reflects the incremental amount of common shares not already included in Xxxxx’x historical weighted average common stock outstanding as of March 31, 2024.
Transaction Accounting Adjustments. To reflect the sale and issuance of approximately 3,559,565 shares of Graphite’s common stock with a par value of $0.00001, at a per share price of $15.03, by Graphite as a result of the Graphite private placement that occurred substantially concurrently with the closing of the merger for $53.5 million in gross proceeds, less an estimated $4.0 million in issuance costs.
Transaction Accounting Adjustments. The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial information:
Transaction Accounting Adjustments. On January 24, 2023, the acquisition date, the Company acquired Eisai’s U.S. rights, title and interest in and to Fycompa, including certain related assets, intellectual property and product inventory (the “Transaction”) for $164.2 million in cash and liabilities. The Company has accounted for the acquisition of Fycompa as an acquisition of assets in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) 805, Business Combinations, and Accounting Standards Update (ASU) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, whereby the Company recognized assets acquired based on their estimated fair values on the acquisition date. Due to the screen test as required by ASU 2017-01, the acquisition does not meet the definition of a business as, based on the final terms of the Transaction on the acquisition date, substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset. Concurrently with the acquisition, the parties entered into two related agreements: (i) a short-term Transition Services Agreement (the “TSA”) for commercial and manufacturing services and (ii) a long-term Supply Agreement for the manufacturing of Fycompa. Under the TSA, Eisai will provide commercial and manufacturing services to the Company for a transition period following the acquisition date. Further, under the Supply Agreement, Eisai will manufacture Fycompa for the Company for a period of seven years (or such longer period as is set forth in the Supply Agreement) following the acquisition date. The service fees for the TSA will be charged based on the actual number of FTEs performing services. Under the Supply Agreement, charges will be based on provided supply prices. The service fees for the TSA and the supply prices for the Supply Agreement were determined to be similar to market rates. The aggregate consideration for the Transaction is $164.2 million, which consists of $162.3 million in cash paid and $1.9 million accrued as a liability as of the Transaction date. Eisai is also eligible to receive a contingent payment of $25 million if certain regulatory milestones are met. As the regulatory milestones are not probable, the Company did not recognize any amount related to the milestone payments in the purchase price. Additionally, after the loss of patent exclusivity for Fycompa, the Company may be obligated to pay certain royalties to Eisai on net sales of Fycompa...
Transaction Accounting Adjustments. Adjustments included in the column under the heading “Transaction Accounting Adjustments” are primarily based on information contained in the Acquisition Agreement, the Securities Purchase Agreement, and other related agreements.
(A) Represents the estimated asset acquisition purchase consideration of $56.4 million that is comprised of (i) $4.9 million of estimated direct transaction costs to be incurred through the closing date of the Acquisition, (ii) $5.0 million related to the Loan provided to Xxxxx prior to the closing of the Acquisition pursuant to the Note that was effectively settled upon the closing of the Acquisition (the loan receivable and payable have not been reflected in the unaudited pro forma condensed combined financial statements) and (iii) $46.5 million of Equity Consideration. The consideration allocated to the IPR&D of $55.9 million was reflected in accumulated deficit. As of March 31, 2024, $1.0 million of the $4.9 million of estimated transaction costs were included in prepaid and other current assets and accrued expenses on Xxxxx’s interim condensed consolidated financial statements and were eliminated as part of this adjustment. The Equity Consideration was estimated using the closing price of Eliem common stock on the Nasdaq Global Market on May 10, 2024 of $8.46 and an estimate of 5,494,094 shares to be issued to the pre-Acquisition equityholders of Xxxxx at the closing of the Acquisition.
(B) Represents the elimination of (i) Xxxxx’x historical equity balances that includes common stock and accumulated deficit and (ii) the cancellation and conversion of Xxxxx’x simple agreements for future equity (“SAFEs”) liability into the right to receive the applicable portion of 5,494,094 shares of Eliem common stock expected to be issued as Equity Consideration pursuant to the SAFE Cancellation Agreements.
(C) Represents the net proceeds of $119.7 million from the closing of the Private Placement. At the closing of the Private Placement, 31,238,282 shares of Eliem common stock will be issued to investors for gross proceeds of $120.0 million and associated transaction costs of $0.3 million.
(D) Represents the payment of $0.6 million of transaction bonuses expected to be paid to the four key service providers of Xxxxx that have negotiated post-closing compensation and consulting arrangements with Xxxxx. These transaction bonuses were negotiated in connection with the Acquisition for the benefit of Post-Closing Eliem and therefore were not d...
Transaction Accounting Adjustments. The determination of transaction-related adjustments presented herein are preliminary and based in part on JBT management’s estimates of the fair value and useful lives of the assets acquired and liabilities assumed. The adjustments have been prepared to illustrate the estimated effect of the Transaction. Amounts recognized following the consummation of the Transaction may differ significantly based upon finalization of the fair values of assets acquired and useful lives thereon for the purpose of periodic depreciation, amortization and other expenses recognized in those subsequent periods. Unaudited Pro Forma Condensed Combined Balance Sheet
(a) Cash and cash equivalents The change in cash and cash equivalents was determined as follows: (in millions) Amount Estimated cash consideration to Marel shareholders $ (1,032.1 ) Estimated settlement of Marel debt (1) (913.6 ) Estimated transaction costs (2) (78.4 ) Estimated settlement of Marel interest rate swaps (3) (4.1 ) Pro forma adjustment $ (2,028.2 )
(1) Represents gross settlement of Marel’s existing long-term debt that is not expected to be assumed by JBT using the EUR to USD exchange rate as of November 1, 2024, 1.0848 $/€. See Note 5(h).
(2) Estimated transaction costs consist of bank fees, financial advisory fees, and other professional fees of JBT of (i) $18.2 million accrued but unpaid expenses as of September 30, 2024, and (ii) $60.2 million expected to be incurred and paid through the closing date of the Transaction. See Notes 5(j) and 5(l). No adjustment has been reflected in this unaudited pro forma combined financial information for an estimated $25.1 million of transaction costs that Marel expects to incur through the closing of the Transaction.
(3) Represents the net cash settlement of Marel’s existing interest rate swaps that are contractually required to be terminated upon a full repayment of the hedged debt instruments. See Note 5(f).
Transaction Accounting Adjustments. The adjustments included in the unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2020 are as follows:
Transaction Accounting Adjustments. The determination of transaction-related adjustments presented herein are preliminary and based in part on JBT management’s estimates of the fair value and useful lives of the assets acquired and liabilities assumed. The adjustments have been prepared to illustrate the estimated effect of the Transaction. Amounts recognized following the consummation of the Transaction may differ significantly based upon finalization of the fair values of assets acquired and useful lives thereon for the purpose of periodic depreciation, amortization and other expenses recognized in those subsequent periods.
Transaction Accounting Adjustments. The Transactions and related adjustments are described in the accompanying notes to the Pro Forma Financial Statements. In the opinion of WFS management, all material adjustments have been made that are necessary to present the Pro Forma Financial Statements fairly, in accordance with Article 11 of Regulation S-X of the SEC. Certain amounts in the Pro Forma Financial Statements and accompanying notes may not add due to rounding. In accordance with Accounting Standards Codification ("ASC") 805, Business Combinations, the Acquisition will be accounted for as a business combination. Under the acquisition method, the purchase price is allocated to all identifiable assets acquired and all liabilities assumed at the fair value as of the acquisition date. Any residual value is recognized as Goodwill. Acquisition-related costs incurred in connection with the Acquisition are expensed as incurred. The Pro Forma Financial Statements do not purport to be indicative of the financial position or results of operations of the combined company that would have occurred if the Transactions had occurred on the dates indicated, nor are they indicative of WFS's future financial position or results of operations.
