PRO FORMA FINANCIAL INFORMATIONPro Forma Financial Information • May 26th, 2015 • Multimedia Platforms Inc. • Services-prepackaged software
On January 9, 2015, Multimedia Platforms, Inc. (formerly Sports Media Entertainment Corp.) (the “Company”, “Registrant” and “Legal Acquirer”) entered into a Share Exchange Agreement (the “Merger”), between and among the Company and Multimedia Platforms, LLC, a Florida Limited Liability Corporation (“Accounting Acquirer”), all the members of MMP LLC (the "Members"), Harrison Holdings, LLC and Amalfi Coast Capital (collectively, the "Debt Holders"). Pursuant to the Merger, the Registrant was (i) to issue to the Debt Holders a total of 4,000,000 shares of Series B Convertible Preferred stock in exchange for all the indebtedness of the Company totaling approximately $688,138 as of December 31, 2014; issue (ii) 21,320,832 shares of restricted common stock and (iii) 34,390,199 shares of Series A Convertible Preferred stock (collectively, the “Merger Shares”) to the Members in exchange for 100% of the Members interest in MMP LLC. The Merger Shares were adjusted such that 30,748,969 shares of
GTx, Inc. UNAUDITED PRO FORMA FINANCIAL INFORMATIONPro Forma Financial Information • October 3rd, 2012 • GTX Inc /De/ • Pharmaceutical preparations
On September 28, 2012, GTx, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Strakan International S.à r.l. , an affiliate of ProStrakan Group plc (the “Purchaser”), pursuant to which the Company agreed to transfer, sell and assign to the Purchaser all of the Company’s rights to the metastatic breast cancer product, FARESTON®, and certain assets related thereto (collectively, the “FARESTON® Assets”). Effective as of September 30, 2012, the Company completed the sale of the FARESTON® Assets pursuant to the Purchase Agreement for a total cash purchase price of approximately $21.67 million, including payment for purchased inventory. The Company estimates that it will realize net proceeds of approximately $19.0 million after expenses related to the sale of the FARESTON® Assets (such sale, the “Disposition”).
Pro Forma Financial InformationPro Forma Financial Information • March 19th, 2010 • Taleo Corp • Services-prepackaged software
On September 14, 2009, Taleo Corporation, (“the Company”) entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) to acquire Worldwide Compensation, Inc. (“WWC”), a private company with headquarters in California that provides compensation management solutions. In accordance with the terms of the Merger Agreement, the Company was to pay up to $16.0 million in cash, subject to adjustment for any outstanding debt, third-party expenses and certain other specified items, in exchange for all of the issued and outstanding capital stock, options and warrants of WWC that the Company did not already own. Fifteen percent (15%) of the consideration was to be placed into escrow for one year following the closing to be held as security for losses incurred by the Company in the event of certain breaches of the representations and warranties contained in the Merger Agreement or certain other events. Previously, in the third quarter of 2008, the Company made an inves
UNAUDITED PRO FORMA FINANCIAL INFORMATIONPro Forma Financial Information • February 14th, 2024 • Benson Hill, Inc. • Food and kindred products
On February 13, 2024, DDB Holdings, Inc. (the “DDB”), an indirect wholly-owned subsidiary of Benson Hill, Inc. (the “Company”) (and for limited purposes only, Benson Hill Holdings, Inc., a direct wholly-owned subsidiary of the Company), entered into a Membership Interest Purchase Agreement (the “MIPA”) with White River Creston, LLC (the “Purchaser”). Pursuant to the MIPA, on February 13, 2024, DDB sold all of its interests in its wholly-owned subsidiary, Benson Hill Ingredients, LLC (“BHI”), which owns and operates a soybean processing facility in Creston, Iowa, to the Purchaser for approximately $52,500,000, plus a working capital adjustment estimated to be approximately $19,500,000, subject to certain adjustments and holdbacks as set forth in the MIPA (the “Creston Sale”).
UNAUDITED PRO FORMA FINANCIAL INFORMATIONPro Forma Financial Information • June 12th, 2023 • AVROBIO, Inc. • Biological products, (no disgnostic substances)
The Asset Purchase Agreement contains certain customary representations, warranties and covenants. The Asset Purchase Agreement also contains customary indemnification provisions pursuant to which the parties agree to indemnify each other for certain matters, including, among other things, breaches of certain representations, warranties and covenants in connection with the Asset Sale, subject to specified caps and limitations. The Company has also agreed to a covenant that would prohibit the Company from engaging in specified activities that would compete with the cystinosis business, for a period of 5 years, subject to certain limitations and exceptions. Completion of the Asset Sale was subject to the satisfaction or waiver of customary closing conditions, including a requirement to obtain third party consents from certain of the Company’s key suppliers and licensors, and a requirement to terminate any liens, including those imposed under the Company’s Loan and Security Agreement (the
UNAUDITED PRO FORMA FINANCIAL INFORMATIONPro Forma Financial Information • October 8th, 2013 • Gastar Exploration USA, Inc. • Crude petroleum & natural gas
On April 19, 2013, Gastar Exploration Texas, LP (“Gastar Texas”) and Gastar Exploration USA, Inc. (“Gastar USA”), subsidiaries of Gastar Exploration Ltd. (the “Company” or “Gastar LTD” ), entered into a Purchase and Sale Agreement, dated April 19, 2013, by and among Gastar Texas, Gastar USA and Cubic Energy, Inc. (“Cubic Energy”) (as amended, the “Cubic PSA”). Pursuant to the Cubic PSA, Cubic Energy acquired from Gastar Texas approximately 31,800 gross (16,300 net) acres of leasehold interests in the Hilltop area of East Texas in Leon and Robertson Counties, Texas, including production from interests in producing wells, for a cash purchase price of approximately $47.3 million, subject to adjustment for an accounting effective date of January 1, 2013 and other customary adjustments (the “East Texas Divestiture”). The East Texas Divestiture was completed on October 2, 2013.
