On December 8, 2023, the Company acquired QGP Química Geral (“QGP”). The Company purchased the business for a total consideration of $58.0 million, net of cash acquired, and subject to working capital adjustments. A portion of the consideration is deferred and payable in cash by December 7, 2026, and contingent on the financial performance of QGP for the 12 months ended June 30, 2026. The fair value of this deferred, contingent consideration at December 31, 2023 is $23.4 million. This deferred, contingent consideration will be updated at each balance sheet date based on latest available information.

We acquired the business to further strengthen our Performance Chemicals segment and add a manufacturing base in South America to compliment all of our end markets.

The revenue and earnings for QGP included in the consolidated income statement of the Company since the acquisition date, are immaterial to the group's results and financial position, due to the proximity of the acquisition to the reporting date.

The following table summarizes the calculations of the total purchase price and the estimated allocation of the purchase price to the provisional assets acquired and liabilities assumed for the business:


(in millions)	QGP
Goodwill	$	37.4
Other intangible assets		7.3
Deferred tax on other intangible assets		(2.5	)
Net property, plant and equipment		9.6
Other net assets acquired		6.2
Purchase price, net of cash acquired	$	58.0

The measurement periods for the valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances that existed as of the acquisition dates becomes available but

does not exceed twelve months. We have reviewed the acquired intangibles associated with the acquisition and concluded that the main identifiable asset is in relation to customer lists. Based on current information available to management, we do not expect there to be any other material intangible assets other than goodwill. We have engaged a third-party to assess the fair value of the intangible assets and acquired fixed assets. This assessment has not been finalized due to the proximity of the acquisition to the filing date. Accordingly, a provisional amount based on previous acquisitions and management’s best current estimate has been included for customer lists with the remaining purchase price above the book value of fixed assets and other net assets acquired being allocated to goodwill at this stage. We have provisionally estimated the expected useful life of the other intangible assets to be 10 years. We have not completed our alignment of accounting policies or fair value review on the other net assets acquired at this stage, but any potential adjustments would not have a material impact on the reported figures.

QGP, and the associated goodwill, are included within our Performance Chemicals segment for management and reporting purposes. There is currently no goodwill amortizable for tax purposes.

For illustrative purposes only pro forma information of the enlarged group is provided below but is not necessarily indicative of what the financial position or results of operations would have been had the QGP acquisition been completed as part of the Company from January 1, 2021. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project, the future financial position of operating results of the enlarged group.


(in millions, except per share data)	2023		2022		2021
Net sales	$	2,001.7	$	2,017.9	$	1,527.9
Net income	$	145.1	$	140.7	$	98.2
Earnings per share – basic	$	5.84	$	5.68	$	3.99
– diluted	$	5.80	$	5.63	$	3.95

Adjustments to the unaudited pro forma financial information includes amortization in respect of the acquired other intangible assets, and the acquisition-related costs incurred in respect of the transaction.