ADVANCED EMISSIONS SOLUTIONS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONAdvanced Emissions Solutions, Inc. • March 2nd, 2023 • Miscellaneous chemical products
Company FiledMarch 2nd, 2023 IndustryOn February 1, 2023 (the "Acquisition Date"), Advanced Emissions Solutions, Inc. ("ADES" or the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Arq Limited, a company incorporated under the laws of Jersey ("Arq Ltd."), pursuant to which ADES acquired all of the direct and indirect equity interests of Arq Ltd’s subsidiaries (the "Acquisition," and hereafter the Arq Ltd. subsidiaries referred to as "Arq") in exchange for consideration (the "Purchase Consideration") consisting of (i) 3,814,864 shares of common stock, par value $0.001 per share, of ADES (the "Common Stock") and (ii) 5,294,462 shares of Series A Convertible Preferred Stock, par value $0.001 per share, of ADES (the "Preferred Shares"). The fair value of the Purchase Consideration was $31.2 million and was represented by the estimated fair value on the Acquisition Date of the Common Stock shares issued, the Preferred Shares issued and contingent consideration for a contingent obligation