ACQUISITIONS OF BUSINESSES

Arysta Acquisition

On February 13, 2015, we completed the Arysta Acquisition pursuant to a certain share purchase agreement, dated October 20, 2014, as amended, with the Original Seller, for approximately $3.44 billion, consisting of $2.79 billion in cash (net of acquired cash, closing adjustments and including Seller transaction expenses paid by Platform) and the issuance to the Seller of $600 million of Platform’s Series B Convertible Preferred Stock with a fair market value of $646 million.

We acquired Arysta to expand our presence in the agrochemical business, complementing our recent acquisitions of Agriphar and CAS. Arysta provides products and solutions utilizing globally managed patented, proprietary off-patent agrochemical AIs and biological solutions, or biosolutions, and off-patent agrochemical offerings. Biosolutions includes biological stimulants, or biostimulants, innovative nutrition and biological control, or biocontrol, products.

In connection with the Arysta Acquisition, the Company incurred $22.9 million in related expenses for the three months ended March 31, 2015 that are included in “Selling, technical, general and administrative expenses” in the Condensed Consolidated Statement of Operations and $6.4 million in related expenses through December 31, 2014. Arysta contributed revenues of $178 million and net losses of $4.3 million to the Company for the period from February 13, 2015 through March 31, 2015.

The purchase accounting and purchase price allocation for the Arysta Acquisition have not been finalized as of the date of this filing given the proximity to the acquisition date. The purchase price was allocated to the assets acquired based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill.

CAS Acquisition

On November 3, 2014, we completed the CAS Acquisition for $1.04 billion, consisting of $983 million in cash, net of acquired cash and certain post-closing working capital and other adjustments, 2,000,000 shares of our common stock. Due to regulatory constraints, title to certain CAS businesses located in Russia was not transferred to Platform until the first quarter of 2015. In connection with the CAS Acquisition, the Company entered into six supply agreements with Chemtura to supply the Company certain products, on an exclusive basis. These arrangements included capital leases for certain equipment. We have agreed to fund the asset retirement obligations associated with the related equipment. Accordingly, we have recognized an asset retirement obligation of $13.2 million. The agreements will remain in force until either party provides advance termination notice, with a minimum term of four years.

In line with our business strategy of growing into niche markets and applications, we acquired CAS to enter the agrochemical industry. CAS is a niche provider of seed treatments and crop protection applications in numerous geographies across seven major product lines - adjuvants, fungicides, herbicides, insecticide, miticides, plant growth regulators and seed treatments.

In connection with the CAS Acquisition, the Company incurred $38.8 million in related expenses, of which $4.9 million was incurred during the three months ended March 31, 2015 and is included in “Selling, technical, general and administrative expenses” in the Condensed Consolidated Statement of Operations. CAS contributed revenues of $103 million and net losses of $28.4 million to the Company for the three months ended March 31, 2015.

Agriphar Acquisition

On October 1, 2014, we completed the Agriphar Acquisition for a purchase price of approximately €300 million ($370 million), consisting of $350 million in cash, net of acquired cash and certain post-closing working capital and other adjustments, and 711,551 restricted shares of our common stock. Such restricted shares will become unrestricted beginning January 2, 2018, unless agreed otherwise in accordance with the terms of the acquisition agreement. The agreement also stipulates that prior to January 2, 2018, the seller may transfer (i) a maximum of 1/3 of its shares as of January 2, 2016, (ii) 1/3 of its shares as of January 2, 2017 and (iii) 1/3 of its shares as of January 2, 2018, in each case subject to the terms and provisions of a solvency letter described in the acquisition agreement. Additionally, the seller was granted a put option to sell and transfer all (but not part) of its shares, on (but not prior to) the date that is six months from the closing of the Agriphar Acquisition, which option was not exercised. As a result, for the period ended March 31, 2015, the value of the option totaling $3.0 million was reversed and included in "Other income (expense), net" in the Condensed Consolidated Statement of Operations.

We acquired Agriphar in our crop protection vertical as we believe Agriphar’s and CAS’ businesses are very complementary in terms of product range and distribution capabilities. Agriphar is a European crop protection group supported by a team of researchers and regulatory experts which provides a wide range of fungicides, herbicides and insecticides with end markets primarily across Europe.

In connection with the Agriphar Acquisition, the Company incurred $4.7 million in related expenses, of which $0.5 million was incurred during the three months ended March 31, 2015 and are included in “Selling, technical, general and administrative" expenses in the Condensed Consolidated Statement of Operations. Agriphar contributed revenues of $73.6 million and net income of $18.2 million to the Company for the three months ended March 31, 2015.

Purchase Price Allocation

The following table summarizes the consideration transferred and transaction related costs incurred to acquire Arysta, CAS and Agriphar and the applicable amounts of identified assets acquired and liabilities assumed at the acquisition date:



(amounts in millions)	Arysta			CAS			Agriphar
Consideration
Cash, net	$	2,789.1		$	983.1		$	350.2
Equity Instruments	645.9			52.0			16.6
Derivative liability	—			—			3.5
Total Consideration	3,435.0			1,035.1			370.3

Transaction related costs	29.3			38.8			4.7

Identifiable Assets acquired and Liabilities Assumed
Accounts receivable	687.5			150.7			57.6
Inventories	292.6			129.8			41.5
Other current assets	132.4			19.6			1.6
Property, plant and equipment	110.0			11.6			31.7
Identifiable intangible assets	1,639.0			534.0			183.0
Other assets	38.2			21.5			5.4
Current Liabilities	(570.9		)	(69.5		)	(47.5		)
Non-current deferred tax liability	(492.7		)	(25.3		)	(64.9		)
Other long term liabilities	(73.6		)	(13.3		)	(16.5		)
Non-controlling interest	(24.6		)	—			—
Total identifiable net assets	1,737.9			759.1			191.9

Goodwill	1,697.1			276.0			178.4

Total purchase price	$	3,435.0		$	1,035.1		$	370.3

Purchase accounting and purchase price allocation is substantially complete for the Agriphar and CAS Acquisitions, with the exception of accounts receivable and inventory for both, as well as legal and environmental reserves for Agriphar, and intangible and tangible asset valuations related to the supply agreements with Chemtura for CAS. As a part of the CAS Acquisition, the Company paid for a 15% equity interest in Certis Europe B.V. that has not yet been transferred because it is subject to approval by the shareholders of Certis Europe B.V., who have certain rights of first refusal with respect to such transfer of shares. The value of the equity interest is estimated at $15.0 million based on market multiples and is classified in other assets.

Transaction-related costs for the period ended March 31, 2015, associated with the Arysta, CAS and Agriphar Acquisitions totaled $28.3 million and are recorded in “Selling, technical, general and administrative expenses.”

The excess of the respective cost of the Acquisitions over the net of amounts assigned to the fair values of the assets acquired and the liabilities assumed is recorded as goodwill and represents the value of estimated synergies and the assembled workforces resulting from the Acquisitions. Of the $2.15 billion of goodwill recorded in connection with the Arysta, CAS and Agriphar Acquisitions, $190 million is expected to be deductible for tax purposes as result of the CAS Acquisition.

Identifiable intangible assets recorded in conjunction with the Arysta Acquisition have been assigned the following estimated useful lives: 20 years for customer lists, average of 12 years for developed technology and indefinite for tradenames.

Pro Forma Revenue and Earnings

The following unaudited pro forma summary presents consolidated information of the Company for the three months ended March 31, 2015 and 2014, as if the Arysta Acquisition had occurred on January 1, 2014:



(amounts in millions)	Revenue		Net Loss Attributable to Stockholders
Pro Forma Quarter Ended 3/31/15	$	622.3	$	(45.9	)
Pro Forma Quarter Ended 3/31/14	$	483.6	$	(84.6	)

For the three months ended March 31, 2015, the Company incurred $22.9 million of Acquisition-related expenses which have been reflected in the pro forma earnings above, net of tax, as if they had been incurred in 2014. These pro forma amounts have been prepared to reflect fair value adjustments to intangible assets and the related amortization expense, net of tax, from January 1, 2014, as well as the effect of the debt instruments used to fund the Arysta Acquisition.