ACQUISITIONS OF BUSINESSES

2016 Activity

OMG Malaysia Acquisition

On January 31, 2016, Platform completed the OMG Malaysia Acquisition for approximately $124 million, net of acquired cash and closing working capital adjustments. The Company acquired OMG Malaysia by issuing a note payable for $125 million which was offset against a note receivable from the seller of the same amount.

The Company acquired OMG Malaysia to further enhance its Performance Solutions business segment in which OMG Malaysia is included.

2015 Activity

Alent Acquisition

On December 1, 2015, Platform completed the Alent Acquisition for approximately $1.74 billion in cash, net of acquired cash, and 18,419,738 shares of the Company's common stock at $12.56 per share, issued to Alent shareholders.

The Company acquired Alent to expand its product capabilities and offerings and improve the geographic range in surface treatments. Legacy Alent was a global supplier of specialty chemicals and engineered materials used primarily in electronics, automotive, industrial applications, and high performance consumable products and services. Alent is included in the Company's Performance Solutions business segment.

OMG Acquisition

On October 28, 2015, Platform completed the OMG Acquisition for approximately $239 million in cash, net of acquired cash and purchase price adjustments.

The Company acquired the highly-synergistic OMG Businesses to bolster its Performance Solutions business segment. Legacy OMG’s Electronic Chemicals business developed, produced and supplied chemicals for electronic and industrial applications. Legacy OMG’s Photomasks products were used by customers to produce semiconductors and related products.

Arysta Acquisition

On February 13, 2015, Platform completed the Arysta Acquisition for approximately $3.50 billion, consisting of $2.86 billion in cash, net of acquired cash and closing working capital adjustments, and including transaction expenses paid by Platform, and the issuance to the Arysta Seller of $600 million of Platform’s Series B Convertible Preferred Stock with a fair value of $646 million. On December 13, 2016, Platform settled all of its Series B Convertible Preferred Stock obligations under a certain settlement agreement entered into with the Arysta Seller in September 2016. See Note 14, Stockholders' Equity, to the Consolidated Financial Statements, under the heading "Series B Convertible Preferred Stock."

The Company acquired Arysta to expand its presence in the agrochemical business, complementing the Agriphar and CAS acquisitions. Legacy Arysta provided a product offering of Crop Protection solutions, including BioSolutions and Seed Treatment products, to growers worldwide. Arysta is included in the Company's Agricultural Solutions business segment.

Acquisition Net Sales and Net Income (Loss)

During the year of their respective acquisitions, net sales and net income (loss) contributed by the Company's Acquisitions were as follows:



($ amounts in millions)	Year of Acquisition	Net Sales		Net Income (Loss)
OMG Malaysia	2016	$	30.9	$	3.2
Alent	2015	70.8		(12.4		)
OMG	2015	20.7		(0.4		)
Arysta	2015	1,197.0		(86.7		)

As the integration continued to progress for the (i) OMG Malaysia, Alent, and OMG Acquisitions within the Company's Performance Solutions business segment, and the (ii) Arysta Acquisition within the Agricultural Solutions business segment, discrete results reported by the acquired companies have been impacted by the integration initiatives and have become less comparable to prior periods. Therefore, it is impracticable to report discrete Acquisition-level results beyond the initial year of acquisition.

Purchase Price Allocation

The following table summarizes the consideration transferred and transaction costs incurred related to its acquisition in 2016 as well as the applicable amounts of identified assets acquired and liabilities assumed at the applicable acquisition date:



($ amounts in millions)	OMG Malaysia
Consideration
Cash, net	$	(1.3	)
Note receivable settlement	125.0
Total consideration	$	123.7

Acquisition costs	$	0.5

Identifiable assets acquired and liabilities assumed
Accounts receivable	$	4.3
Inventories	6.4
Other current assets	0.2
Property, plant and equipment	4.7
Identifiable intangible assets	43.9
Current liabilities	(3.5		)
Non-current deferred tax liability	(11.3		)
Total identifiable net assets	44.7
Goodwill	79.0
Total purchase price	$	123.7

The excess of the cost of the OMG Malaysia Acquisition over the net of amounts assigned to the fair values of the assets acquired and the liabilities assumed was recorded as goodwill and represented the value of estimated synergies and the assembled workforces resulting from the Acquisition. The $79.0 million goodwill recorded in connection with the OMG Malaysia Acquisition is expected to be deductible for tax purposes.

Identifiable intangible assets recorded in conjunction with the OMG Malaysia Acquisition were as follows:



	OMG Malaysia
($ amounts in millions)	Fair Value		Weighted average useful life (years)
Customer lists	$	41.0	15.0
Developed technology	2.9		5.0
Total	$	43.9	14.3

Unaudited Pro Forma Net Sales and Net (Loss) Income Attributable to Stockholders

2016 Activity

The OMG Malaysia Acquisition was not material for purposes of pro forma presentation in the Company's Consolidated Financial Statements.

2015 Activity

The following unaudited pro forma summary presents consolidated information of the Company as if the Alent, OMG, and Arysta Acquisitions had occurred on January 1, 2014:



	Year Ended December 31,
($ amounts in millions)	2015
Pro forma net sales	$	3,582.4
Pro forma net loss attributable to stockholders	(328.1		)

In 2015, the Company incurred $35.9 million of acquisition-related expenses, net of taxes, which have been excluded from the 2015 pro forma net loss above in order to present such pro forma net loss as if the Alent, OMG, and Arysta Acquisitions had occurred on January 1, 2014. These pro forma results 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 post-acquisition capital structure.