ACQUISITIONS OF BUSINESSES

Arysta Acquisition

On February 13, 2015, we completed the Arysta Acquisition for approximately $3.50 billion, consisting of $2.86 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 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. Arysta is included in the Company's Agricultural Solutions business segment.

In connection with the Arysta Acquisition, the Company incurred $4.9 million and $27.8 million in related expenses for the three and six months ended June 30, 2015, respectively, which 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.

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, and 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 totaling $13.2 million, which were recorded as of June 30, 2015. This measurement period adjustment had a cumulative impact to depreciation of $2.2 million which was recorded in the three months ended June 30, 2015 as the impact on the three months ended March 31, 2015 and the year ended December 31, 2014 was not material. In addition, 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. CAS is included in the Company's Agricultural Solutions business segment.

In connection with the CAS Acquisition, the Company incurred $4.9 million and $9.8 million in related expenses for the three and six months ended June 30, 2015, respectively, which are included in “Selling, technical, general and administrative expenses” in the Condensed Consolidated Statement of Operations and $33.9 million in related expenses through December 31, 2014.

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. Agriphar is included in the Company's Agricultural Solutions business segment.

In connection with the Agriphar Acquisition, the Company incurred $0.3 million and $0.8 million in related expenses for the three and six months ended June 30, 2015, respectively, which are included in “Selling, technical, general and administrative expenses” in the Condensed Consolidated Statement of Operations and $4.2 million in related expenses through December 31, 2014.

Acquisition Revenues and Net Income (Loss)

Revenues contributed by the Arysta, CAS and Agriphar Acquisitions for the three and six months ended June 30, 2015 were as follows:



(amounts in millions)	Three Months Ended June 30, 2015		Six Months Ended June 30, 2015
Arysta	$	341.9	$	519.4
CAS	105.2		208.6
Agriphar	46.4		120.0
Total	$	493.5	$	848.0

As the integration of the Arysta, CAS and Agriphar Acquisitions continues, discrete revenues reported by the businesses are being effected by the integration process. and are becoming less comparable to prior periods.

Arysta, CAS and Agriphar Acquisitions had net (loss) income for the three and six months ended June 30, 2015 as follows:



(amounts in millions)	Three Months Ended June 30, 2015			Six Months Ended June 30, 2015
Arysta	$	(61.5	)	$	(65.8	)
CAS	0.9			(27.5		)
Agriphar	4.2			22.4
Total	$	(56.4	)	$	(70.9	)

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	$	2,856.2		$	983.1		$	350.2
Equity Instruments	645.9			52.0			16.6
Derivative liability	—			—			3.5
Total Consideration	3,502.1			1,035.1			370.3

Transaction related costs	34.2			43.7			5.0

Identifiable Assets acquired and Liabilities Assumed
Accounts receivable	675.5			154.2			60.1
Inventories	294.8			132.1			42.7
Other current assets	132.2			19.1			0.4
Property, plant and equipment	110.0			24.8			31.7
Identifiable intangible assets	1,639.0			534.0			183.0
Other assets	38.2			21.5			4.5
Current Liabilities	(570.4		)	(69.7		)	(47.5		)
Non-current deferred tax liability	(489.5		)	(26.7		)	(64.9		)
Other long term liabilities	(74.2		)	(13.4		)	(9.0		)
Non-controlling interest	(24.6		)	—			—
Total identifiable net assets	1,731.0			775.9			201.0

Goodwill	1,771.1			259.2			169.3

Total purchase price	$	3,502.1		$	1,035.1		$	370.3

The purchase accounting and purchase price allocation for the Arysta Acquisition has not been finalized as of the date of this filing pending finalization of fair values assigned to identifiable intangible assets and non-controlling interest, as well as accounts receivable, inventory and reserves related to legal matters and environmental exposure. The purchase price allocation was updated to reflect current 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.

Purchase accounting and purchase price allocation is complete for the Agriphar Acquisition, and substantially complete for the CAS Acquisition, with the exception of valuations related to the supply agreements with Chemtura, and the valuation of the Certis Europe B.V. investment. As a part of the CAS Acquisition, the Company paid for a 15% equity interest in Certis Europe B.V. that was transferred during the second quarter of 2015 after receiving approval from the shareholders of Certis Europe B.V., who had 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.

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 $2.20 billion of goodwill recorded in connection with the Arysta, CAS and Agriphar Acquisitions, $185 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 and six months ended June 30, 2015 and 2014, as if the Arysta Acquisition had occurred on January 1, 2014:



	Three Months Ended June 30,					Six Months Ended June 30,
(amounts in millions)	2015		2014			2015			2014
Revenue	$	675.1	$	591.5		$	1,297.4		$	1,080.6
Net income (loss) attributable to stockholders	$	4.4	$	(34.4	)	$	(41.5	)	$	(112.0	)

For the three and six months ended June 30, 2015, the Company incurred $4.9 million and $27.8 million, respectively, 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.

The pro forma summary presented above excludes CAS and Agriphar from the 2014 results as the acquisitions closed in the fourth quarter of 2014.

Proposed OMG Acquisition

On May 31, 2015, the Company entered into a merger agreement with OMG and affiliates of Apollo Global Management, LLC (collectively and each individually referred to herein as “Apollo”) and a purchase and separation agreement with Apollo pursuant to which Apollo will first acquire OMG in its entirety, and then subsequently sell to Platform the OMG Businesses. The OMG Acquisition will take place in two stages: the Company expects to first acquire all of the OMG Businesses, other than its Malaysian subsidiary, immediately after Apollo’s acquisition of OMG, currently expected to occur during the fourth quarter of 2015, and then subsequently to acquire the Malaysian subsidiary during the first quarter of 2016. The total purchase price, subject to purchase price adjustments, is approximately $367 million.

Apollo’s acquisition of OMG is subject to certain customary closing conditions, including approval of the acquisition by the OMG's stockholders, expiration or termination of any applicable waiting periods under the HSRA Act, and other consents and approvals required under applicable U.S. and foreign antitrust laws. The first stage of the OMG Acquisition is subject only to the consummation of Apollo’s acquisition of OMG, and the second stage of the transaction is subject to additional standard closing conditions, including the absence of a material adverse effect with respect to the Malaysian subsidiary. On August 10, 2015, OMG's shareholders approved the proposed acquisition.

If the merger agreement is terminated due to Platform's or Apollo’s failure to obtain financing for their respective transactions (and under certain other limited circumstances), (i) the Company and Apollo will be required to pay OMG a pro rata portion of a reverse termination fee to OMG equal to $62.7 million (and the party responsible for such termination of the merger agreement will be required to reimburse the other party for its or their pro rata portion of the amount paid to OMG) and (ii) the party responsible for such termination of the merger agreement will be required to reimburse the other party for its fees and expenses up to $7.5 million. If the merger agreement is terminated due to the failure to obtain certain regulatory approvals for the OMG Acquisition, the Company may be required to reimburse OMG for its fees and expenses up to $7.5 million, and to pay to Apollo its fees and expenses up to $7.5 million. `

Platform believes the proposed OMG Acquisition is in line with its business strategy of growing into niche markets and will be included in the Company's Performance Applications business segment. OMG’s Electronic Chemicals business is similar to Platform's legacy MacDermid electronic chemical and surface treatment businesses. It develops, produces and supplies chemicals for electronic and industrial applications. OMG’s Photomasks products are used by customers to produce semiconductors and related products.