UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial • June 14th, 2021 • Janus International Group, Inc. • Metal doors, sash, frames, moldings & trim
Janus Midco LLC (“Midco”, “Janus”, or the “Company”) is a holding company. Janus International Group, LLC is a wholly-owned subsidiary of Janus Intermediate, LLC (“Intermediate”). Intermediate is a wholly-owned subsidiary of Midco. On June 7, 2021, Juniper Industrial Holdings, Inc. (“JIH” or “Juniper”) and Janus consummated the previously announced Business Combination Agreement dated December 21, 2020. As a result of the Business Combination, JIH security holders, Midco equity holders and the Blockers became security holders of Janus Parent, Inc. (“Parent”). After the completion of the Transactions, Parent common stock and warrants began trading on the NYSE under the symbols “JBI,” and “JBI WS,” respectively and Parent became a publicly-listed entity. After giving effect to the Business Combination, Janus International Group, LLC now owns, directly or indirectly, all of the issued and outstanding equity interests of Janus and its subsidiaries and the Janus unit holders hold a portion
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial • February 10th, 2022 • CDW Corp • Retail-catalog & mail-order houses
On October 15, 2021, CDW Corporation (together with its subsidiaries, the "Company" or "CDW"), through its subsidiary CDW LLC, entered into a Purchase and Sale Agreement (the "Purchase Agreement") to acquire all issued and outstanding equity interests in Granite Parent Inc., the parent company of Sirius Computer Solutions, Inc. ("Sirius"), for a base purchase price of $2.5 billion in cash, subject to customary closing adjustments. On December 1, 2021, the Company completed its acquisition of Sirius (the "Acquisition") for total consideration, net of cash acquired, of approximately $2.4 billion, which is subject to the finalization of customary closing adjustments. The Company used the net proceeds from the $2.5 billion aggregate principal amount of senior unsecured notes issued on December 1, 2021 to finance the Acquisition and related transaction expenses.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial • June 4th, 2018 • Carbonite Inc • Services-computer processing & data preparation
As previously disclosed, on February 12, 2018, Carbonite, Inc. (the "Company") entered into a definitive Master Acquisition Agreement ("Acquisition Agreement") with EMC Corporation (“EMC”), Mozy, Inc. ("Mozy") and Dell Technologies, Inc. Pursuant to the Acquisition Agreement, on March 19, 2018, the Company completed the acquisition of all of the issued and outstanding capital stock of Mozy. The following unaudited pro forma condensed combined financial information and related notes combine the historical financial statements of Carbonite and Mozy.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial • April 29th, 2020 • Polyone Corp • Plastic materials, synth resins & nonvulcan elastomers
On December 19, 2019, PolyOne Corporation (the “Company” and, together with its subsidiaries, “PolyOne” or “we”) entered into a definitive share purchase agreement (the “Purchase Agreement”) with Clariant AG (“Clariant”), a corporation organized and existing under the laws of Switzerland, and a definitive business transfer agreement (the “BTA” and, together with the Purchase Agreement, the “Agreements”) with Clariant Chemicals (India) Limited, a public limited company incorporated in India and an indirect majority-owned subsidiary of Clariant (“Clariant India” and, together with Clariant AG, “Clariant”). Pursuant to the Purchase Agreement, PolyOne has agreed to acquire Clariant’s global masterbatch business outside of India (the “Clariant Masterbatch Business”), and pursuant to the BTA, PolyOne has agreed to purchase Clariant India’s masterbatch business (the “Clariant India Masterbatch Business”, together with the Clariant Masterbatch Business, “Clariant Masterbatch” or “Clariant MB”)
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial • March 1st, 2022 • Oportun Financial Corp • Finance services
On November 16, 2021, Oportun Financial Corporation (“Oportun” or the “Company”) and Hello Digit, Inc. (“Digit”) entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), under which Oportun would combine with Digit through a business combination and as a result Digit would be a wholly-owned subsidiary of Oportun. The acquisition was completed on December 22, 2021 (the “Acquisition Date”), pursuant to the Merger Agreement, with the Company acquiring all of the outstanding equity interests of Digit in exchange for cash and stock consideration (the “Acquisition”).
HANDY & HARMAN LTD. Unaudited Pro Forma Condensed Combined Financial InformationForma Condensed Combined Financial • December 15th, 2016 • Handy & Harman Ltd. • Coating, engraving & allied services
On September 30, 2016, SL Montevideo Technology, Inc. ("SMTI"), an indirect wholly-owned subsidiary of Handy & Harman Ltd. ("HNH" or the "Company"), entered into an asset purchase agreement ("Purchase Agreement") with Hamilton Sundstrand Corporation ("Hamilton"). Pursuant to the Purchase Agreement, on September 30, 2016, SMTI acquired from Hamilton certain assets of its Electromagnetic Enterprise division ("EME"). The unaudited pro forma condensed combined statements of operations for the fiscal year ended December 31, 2015 and for the nine months ended September 30, 2016 combine the historical statements of operations of HNH and EME for each of those periods, respectively, giving effect to HNH's acquisition of EME as if it had occurred on January 1, 2015. An unaudited pro forma balance sheet has not been presented as the acquisition has already been fully reflected in the consolidated balance sheet included in the Company's Quarterly Report on Form 10-Q for the nine months ended Septe
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial • March 25th, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus
On January 26, 2015, pursuant to the transaction agreement, dated as of June 15, 2014 (the "Transaction Agreement"), among Medtronic, Inc., a Minnesota corporation (“Medtronic”), Covidien public limited company, an Irish public limited company (“Covidien”), Kalani I Limited (now known as Medtronic plc, a public limited company organized under the laws of Ireland) (“New Medtronic”), Makani II Limited, a private limited company organized under the laws of Ireland and a wholly owned subsidiary of New Medtronic (“IrSub”), Aviation Acquisition Co., Inc., a Minnesota corporation (“U.S. AcquisitionCo”), and Aviation Merger Sub, LLC, a Minnesota limited liability company and a wholly owned subsidiary of U.S. AcquisitionCo (“MergerSub”), (a) New Medtronic and IrSub acquired Covidien (the “Acquisition”) pursuant to a scheme of arrangement (the “Scheme”) under Section 201, and a capital reduction under Sections 72 and 74, of the Irish Companies Act of 1963 and (b) MergerSub merged with and into M
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial • November 15th, 2023 • Globus Medical Inc • Surgical & medical instruments & apparatus
As previously announced, on February 8, 2023, Globus Medical, Inc., (“Globus” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NuVasive, Inc. (“NuVasive”) and Zebra Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub”). On September 1, 2023, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into NuVasive (the “Merger”), with NuVasive surviving as a wholly owned subsidiary of the Company. At the consummation of the Merger, each issued and outstanding share of common stock of NuVasive, $0.001 par value per share (“NuVasive Common Stock”), was converted into 0.75 fully paid and non-assessable shares of the Company’s Class A Common Stock, and the right to receive cash in lieu of fractional shares (the “Merger Consideration”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial • April 6th, 2022 • Array Technologies, Inc. • Miscellaneous manufacturing industries
On November 10, 2021, Array Technologies, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”) entered into a purchase agreement (“Purchase Agreement”) to acquire 100% of the share capital of Soluciones Técnicas Integrales Norland, S.L., a Spanish private limited liability company, and its subsidiaries (collectively, “STI”) (the “STI Acquisition”). On January 11, 2022 (the “Closing Date”), the Company paid closing consideration to STI consisting of €361 million (approximately $410.5 million) in cash (the “Cash Consideration”) and 13,894,800 shares of the Company’s common stock (the “Equity Consideration”) in accordance with the Purchase Agreement.
Unaudited Pro Forma Condensed Combined Financial InformationForma Condensed Combined Financial • September 13th, 2017 • Spark Energy, Inc. • Electric & other services combined
On May 5, 2017, Spark Energy, Inc. ("Spark" or the "Company") and CenStar Energy Corp., a New York corporation and a subsidiary of the Company ("CenStar"), entered into a Membership Interest and Stock Purchase Agreement (the “Verde Purchase Agreement”), with Verde Energy USA Holdings, LLC (the "Seller"), pursuant to which CenStar agreed to purchase, and the Seller agreed to sell, all of the outstanding membership interests and stock in the Verde Companies (as defined therein). On July 1, 2017 (the "Acquisition Date"), the Company and CenStar completed the acquisition from the Seller (the "Acquisition") of all of the membership interests and stock in each of the Verde Companies. Total consideration paid was approximately $85.8 million. The unaudited pro forma condensed combined financial information reflects the Acquisition and the following related events:
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial • June 11th, 2019 • Carbonite Inc • Services-computer processing & data preparation
As previously disclosed, on February 7, 2019, Carbonite, Inc. (the "Company") entered into an agreement and plan of merger (as amended, the "Merger Agreement") with Matterhorn Acquisitions, Inc. a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), Webroot Inc., a Delaware corporation ("Webroot"), and Shareholder Representative Services LLC, solely in its capacity as the Stockholder Representative. Pursuant to the Merger Agreement, on March 26, 2019, the Company completed the acquisition of all of the issued and outstanding capital stock of Webroot. The following unaudited pro forma condensed combined financial information and related notes combine the historical financial statements of Carbonite and Webroot.
Unaudited Pro Forma Condensed Combined Financial InformationForma Condensed Combined Financial • September 12th, 2014 • Abiomed Inc • Surgical & medical instruments & apparatus
Abiomed, Inc. (“the Company” or “Abiomed”) entered into a share purchase agreement, dated as of July 1, 2014, with its wholly-owned German subsidiary, Abiomed Europe GmbH (“Abiomed Europe”) and Syscore GmbH (“Syscore”), a limited liability company incorporated in Germany, providing for Abiomed Europe’s acquisition of all of the shared capital of ECP Entwicklungsgesellschaft mbH (“ECP”), a limited liability company incorporated in Germany. ECP is engaged in research, development, prototyping and the production of a percutaneous expandable catheter pump which increases blood circulation from the heart with an external drive shaft. Abiomed Europe’s acquisition of ECP closed on July 1, 2014. The Company did not have a material relationship with Syscore or ECP prior to this transaction.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial • March 1st, 2021 • WEX Inc. • Services-business services, nec
On January 24, 2020, WEX Inc. (“WEX” or the “Company”) entered into a Share Purchase Agreement (the “Original Purchase Agreement”) with eNett International (Jersey) Limited (“eNett”), Optal Limited (“Optal”), Travelport Limited (“Travelport”), Toro Private Holdings I, Ltd. (“Toro”), Optal, in its capacity as trustee of the PSP Group DESOP Discretionary Trust established by way of discretionary trust deed dated 28 October 2008, as amended from time to time, and the other shareholders of eNett and Optal set forth therein (together with Travelport and Toro, the “Sellers”), under which the Company agreed to purchase eNett and Optal (collectively, the “Target”) from the Sellers (the “Acquisition”). The Company entered into the Original Purchase Agreement to purchase eNett and Optal for an aggregate purchase price comprised of $1.3 billion in cash and 2.0 million shares of the Company’s common stock and subject to certain working capital and other adjustments as described in the Original Pur
