UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSForma Condensed Combined Financial Statements • December 11th, 2019 • Orthopediatrics Corp • Surgical & medical instruments & apparatus
On June 4, 2019, OrthoPediatrics Corp. (the "Company") entered into an Equity Interest Purchase Agreement (the "Purchase Agreement") with the stockholders of Vilex in Tennessee, Inc., a Tennessee Corporation ("Vilex"), and the members of Orthex, LLC, a Florida limited liability company ("Orthex"), providing for the purchase by the Company of all of the issued and outstanding shares of stock of Vilex and all of the issued and outstanding units of membership interests in Orthex (the "Acquisition") from such stockholders and members, respectively (collectively, the "Sellers"). Orthex and Vilex (together, the "Vilex Companies") are primarily manufacturers of foot and ankle surgical implants, including cannulated screws, fusion devices, surgical staples and bone plates, as well as Orthex Hexapod technology which is used to treat pediatric congenital deformities and limb length discrepancies.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSForma Condensed Combined Financial Statements • March 13th, 2020 • Orthopediatrics Corp • Surgical & medical instruments & apparatus
On June 4, 2019, OrthoPediatrics Corp. (the "Company") entered into an Equity Interest Purchase Agreement (the "Purchase Agreement") with the stockholders of Vilex in Tennessee, Inc., a Tennessee Corporation ("Vilex"), and the members of Orthex, LLC, a Florida limited liability company ("Orthex"), providing for the purchase by the Company of all of the issued and outstanding shares of stock of Vilex and all of the issued and outstanding units of membership interests in Orthex (the "Acquisition") from such stockholders and members, respectively (collectively, the "Sellers"). Orthex and Vilex (together, the "Vilex Companies") are primarily manufacturers of foot and ankle surgical implants, including cannulated screws, fusion devices, surgical staples and bone plates, as well as Orthex Hexapod technology which is used to treat pediatric congenital deformities and limb length discrepancies.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSForma Condensed Combined Financial Statements • September 17th, 2014 • Community Health Systems Inc • Services-general medical & surgical hospitals, nec
As previously reported, on July 29, 2013, Community Health Systems, Inc. (“CHS”), FWCT-2 Acquisition Corporation, an indirect, wholly-owned subsidiary of CHS (“Merger Sub”), and Health Management Associates, Inc. (“HMA”) entered into an Agreement and Plan of Merger (as amended on September 24, 2013, the “Merger Agreement”). On January 27, 2014 (the “Effective Date”), pursuant to the Merger Agreement, Merger Sub merged with and into HMA, with HMA becoming an indirect, wholly-owned subsidiary of CHS (the “Merger”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSForma Condensed Combined Financial Statements • December 15th, 2014 • Dynacast International Inc. • Nonferrous foundries (castings)
On August 27, 2014, Dynacast LLC, an indirect, wholly-owned subsidiary of Dynacast International Inc. (“Dynacast,” “we,” “our,” or “us”), entered into a stock purchase agreement (the “Purchase Agreement”) with Climax Engineered Materials, LLC (“Climax”), a Colorado limited liability company and wholly-owned subsidiary of Freeport Minerals Corporation (“FMC”), a Delaware Corporation, pursuant to which Dynacast LLC would acquire all of the outstanding equity of Kinetics Climax, Inc. (“Kinetics”), a Delaware Corporation and wholly-owned subsidiary of Climax.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSForma Condensed Combined Financial Statements • June 27th, 2024 • Eliem Therapeutics, Inc. • Pharmaceutical preparations
The unaudited pro forma condensed combined financial information was prepared on the basis that the Acquisition is accounted for as an asset acquisition of Tenet by Eliem under accounting principles generally accepted in the United States. In accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, Eliem first evaluated the initial screen test to determine if substantially all of the fair value of the gross assets acquired of Tenet is concentrated in a single asset or a group of similar assets. Eliem concluded that substantially all of the fair value of the gross assets being acquired of Tenet is concentrated in the TNT119 (“IPR&D”) asset. Accordingly, Eliem will account for the transaction as an asset acquisition. Under the asset acquisition method of accounting, consideration is allocated to the assets acquired and liabilities assumed on a relative fair value basis, no goodwill is recorded and all direct ac
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSForma Condensed Combined Financial Statements • December 29th, 2006 • Natus Medical Inc • Electromedical & electrotherapeutic apparatus
On October 16, 2006, Natus Medical Incorporated (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with Jay A. Jones and Mary J. Jones, sole stockholders (the “Stockholders”) of Olympic Medical Corporation, a Washington state Corporation (“Olympic”), pursuant to which the Company purchased from the Stockholders all of the outstanding shares of capital stock of Olympic (the “Stock Purchase”). The purchase price for the acquisition consisted of a cash payment of approximately $16.6 million made at the closing for all outstanding shares of Olympic, and approximately $2.7 million of payments to Olympic employees concurrent with the acquisition. $1.5 million of the purchase price was placed in escrow as security for the Stockholders’ representations and warranties. The Agreement also provides for the payment of additional purchase consideration dependent upon sales results of a product in the final stage of the Food and Drug Administration’s approval process. If paid,
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSForma Condensed Combined Financial Statements • June 25th, 2014 • LendingClub Corp • Finance services
On April 17, 2014 (the “Closing Date”), LendingClub Corporation (“Lending Club” or the “Company”) entered into an Interest Purchase Agreement (the “Purchase Agreement”) with Springstone Financial, LLC, a Delaware limited liability company (“Springstone”), Premier Payment Solutions, Inc., a Massachusetts corporation (“PPS”), NBT Capital Corp., a New York corporation (together with PPS, the “Sellers”), and James P. Donovan, as the Sellers’ representative thereunder, pursuant to which Lending Club acquired all of the outstanding limited liability company interests of Springstone from the Sellers in a simultaneous signing and closing.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSForma Condensed Combined Financial Statements • November 6th, 2018 • Independence Contract Drilling, Inc. • Drilling oil & gas wells
On July 18, 2018, we entered into a definitive merger agreement (the “Merger Agreement”) with Patriot Saratoga Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), and Sidewinder Drilling LLC, a Delaware limited liability company (“Sidewinder”), pursuant to which Merger Sub merged with and into Sidewinder (the “Merger”) and we acquired all of the outstanding equity interests in Sidewinder on October 1, 2018.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTSForma Condensed Combined Financial Statements • May 30th, 2019 • Harris Corp /De/ • Search, detection, navagation, guidance, aeronautical sys
On October 12, 2018, Harris Corporation (“Harris”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), with L3 Technologies, Inc., a Delaware corporation (“L3”), and Leopard Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Harris (“Merger Sub”), pursuant to which Harris and L3 have agreed to combine in an all-stock merger of equals. Under the terms and subject to the conditions set forth in the Merger Agreement, L3 stockholders will receive a fixed exchange ratio of 1.30 shares of Harris common stock for each share of L3 common stock. Upon closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into L3 (referred to as the “merger”), with L3 being the surviving corporation and becoming a wholly-owned subsidiary of Harris, which will be re-named “L3Harris Technologies, Inc.” (“L3Harris”) and will be owned on a fully diluted basis approximately 54 percent by Harris stockholders and 46 percent by L3 stockhold
ENSERVCO CORPORATIONForma Condensed Combined Financial Statements • June 28th, 2024 • Enservco Corp • Oil & gas field services, nec
On March 19, 2024, Enservco Corporation (“Enservco”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Tony Sims, an individual resident of Colorado; Jim Fate, an individual resident of Colorado (together the “Sellers”), and Buckshot Trucking LLC, a Wyoming limited liability company (“Buckshot Trucking”), pursuant to which Enservco agreed to acquire from the Sellers all of the issued and outstanding membership interests of Buckshot Trucking (the “Acquisition”) for $5,000,000 (the “Base Amount”), subject to a net working capital adjustment, plus up to $500,000, in the form of Enservco common stock, contingent upon satisfaction of certain conditions set forth in the Purchase Agreement. The Base Amount consists of $3,750,000 in cash and $1,250,000 in shares of Enservco common stock based on the volume-weighted average trading price of Enservco common stock for the 10-day period immediately preceding the closing date.
