On March 31, 2021, the Company acquired all of the outstanding common shares of Ham-Let (Israel-Canada) Ltd. ("Ham-let") for a total purchase consideration of $362.9 million paid in cash. The Company borrowed an additional $355.0 million from its existing credit facility to finance the acquisition. See further discussion in Note 7 to the Notes to Condensed Consolidated Financial Statements.

In December 2020, the Company announced the acquisition of Ham-Let. The expected cash consideration for the equity valuation at that time was approximately 934.7 million Israeli New Shekel (“ILS”) or $287.1 million. US GAAP requires the recording of the purchase price of the acquired entity at the spot rate on acquisition date, rather than the cash amount hedged and paid. A loss of $10.4 million on the forward hedge contract was recorded in the accompanying Condensed Consolidated Statements of Operations as other income (expense), net for the nine month periods ended September 30, 2021.

During the first quarter of fiscal year 2022, the Company completed its analysis of its worldwide tax position and recorded a reduction in tax liabilities that resulted in a decrease to goodwill of approximately $1.5 million. In the first quarter of fiscal year 2022, the Company completed the acquisition accounting and the valuation of the fair value of the assets acquired and the liabilities assumed. None of the goodwill recorded as part of the acquisition will be deductible for income tax purposes.

The following table summarizes the fair values of assets acquired, liabilities assumed and noncontrolling interest at the date of acquisition, including all measurement period adjustments:


(In millions)	Amount
Cash and cash equivalents	$	20.1
Accounts receivable		51.6
Inventories		73.7
Prepaid expenses and other assets		17.3
Property, plant and equipment		52.1
Goodwill		97.4
Purchased intangible assets		118.6
Deferred tax assets		0.8
Operating lease right-of-use assets		27.7
Other non-current assets		2.2
Total assets acquired		461.5
Bank borrowings		(5.0	)
Accounts payable		(30.8	)
Accrued compensation and related benefits		(10.5	)
Other current liabilities		(12.0	)
Deferred tax liabilities		(10.7	)
Operating lease liabilities		(23.8	)
Other liabilities		(4.0	)
Total liabilities assumed		(96.8	)
Noncontrolling interests		(1.8	)
Total consideration transferred	$	362.9


			Purchased
	Useful Life		Intangible Assets
	(In years)		(In millions)
Customer relationships		10	$	69.0
IP Knowhow	10-15			35.5
Trade names		5		9.8
Backlog		1		4.3
Total purchased intangible assets			$	118.6

The results of operations for Ham-Let have been included in our Condensed Consolidated Financial Statements since the date of the acquisition.

The following unaudited pro forma consolidated results of operations assume the acquisition was completed as of the beginning of the earliest year of the reporting periods presented.

The unaudited pro forma consolidated results of operations for the nine months ended September 24, 2021 (in millions, except per share amounts) are summarized as follows:


	Nine Months Ended
	September 24,
	2021
(In millions, except per share amounts)
Revenues	$	1,542.8
Net income	$	87.8
Basic income per share	$	2.05
Diluted income per share	$	2.00

The unaudited pro forma results above include adjustments related to the purchase price allocation and financing of the acquisition, primarily to increase amortization for the identifiable intangible assets, to increase interest expense for the additional debt incurred to complete the acquisition, to record the $11.6 million cumulative loss related to the forward contracts entered into, in conjunction with the acquisition and to reflect the related income tax effect.

The unaudited pro forma combined financial information has been prepared by management for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of income in future periods or the results that would have been realized had UCT and Ham-Let been a combined company during the specified period. The unaudited pro forma combined financial information does not reflect any operating efficiencies and/or cost savings that the Company may achieve with respect to the combined companies or any liabilities that may result from integration activities.