Business Combinations and Asset Acquisitions (Tables) - CMC Materials

9 Months Ended

Sep. 30, 2023

Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable

The purchase price of CMC Materials consisted of the following:


(In thousands):
Cash paid to CMC Materials’ shareholders	$	3,836,983
Stock paid to CMC Materials’ shareholders	1,265,690
Repayment of CMC Materials’ indebtedness	918,578
Total purchase price	6,021,251
Less cash and cash equivalents acquired	280,636
Total purchase price, net of cash acquired	$	5,740,615

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the Acquisition:


(In thousands):	July 6, 2022
Cash and cash equivalents	$	280,636
Accounts receivable and other current assets	207,472
Inventory	256,598
Property, plant and equipment	537,387
Identifiable intangible assets	1,736,219
Other noncurrent assets	39,725
Current liabilities	(211,417)
Deferred tax liabilities and other noncurrent liabilities	(452,805)
Net assets acquired	2,393,815
Goodwill	3,627,436
Total purchase price	$	6,021,251

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The Company recognized the following intangible assets as part of the acquisition of CMC Materials and finite-lived assets are amortized on a straight-line basis:


(In thousands)	Amount		Weighted average life in years
Developed technology	$	1,043,000	7.3
Trademarks and trade names	236,600		14.9
Customer relationships	414,300		18.3
In-process research and development (1)	31,400
Other	10,919		1.0
	$	1,736,219	11.0

Business Acquisition, Pro Forma Information

The following unaudited pro forma financial information presents the combined results of operations of the Company as if the acquisition of CMC Materials had occurred January 1, 2021. The unaudited pro forma financial information is not necessarily indicative of what the Company’s condensed consolidated results of operations actually would have been had the acquisition occurred at the beginning of each year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company. The pro forma information does not include any potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisition.


	Three months ended			Nine months ended
(In thousands, except share data)		October 1, 2022			October 1, 2022
Net sales		$	993,828		$	2,974,781
Net income		63,940			234,621

Per share amounts:
Net income per common share - basic		$	0.43		$	1.58
Net income per common share - diluted		$	0.43		$	1.56