ACQUISITIONS Acquisitions (Notes)

6 Months Ended

Jun. 29, 2024

Business Combination Disclosure [Text Block]

ACQUISITIONS AND DIVESTITURES

Acquisition of Svanehøj Group A/S (Svanehøj)

On January 19, 2024, the Company completed the acquisition of 100% of the privately held stock of Svanehøj for a purchase price of $407.6, net of cash acquired of $28.0. Svanehøj is a Denmark-based supplier of pumps and related aftermarket services with leading positions in cryogenic applications for the marine sector. Svanehøj’s results are reported within our IP segment. Svanehøj employs approximately 400 employees and has operations in Denmark, Singapore and France. Svanehøj had sales of approximately $148 in 2023.

The primary areas of the purchase price allocations that are not yet finalized relate to the valuation of certain tangible and intangible assets, liabilities, income tax, and residual goodwill, which represents the excess of the purchase price over the fair value of the net tangible and other intangible assets acquired. The Company expects to obtain the information necessary to finalize the fair value of the net assets and liabilities during the measurement period, not to exceed one year from respective the acquisition date. Changes to the preliminary estimates of the fair value during the measurement period will be recorded as adjustments to those assets and liabilities with a corresponding adjustment to goodwill in the period they occur.

Acquisition of Micro-Mode Products, Inc. (Micro-Mode)

On May 2, 2023, the Company completed the acquisition of 100% of the privately held stock of Micro-Mode for a purchase price of $79.0, net of cash acquired. Micro-Mode is a specialty designer and manufacturer of high-bandwidth radio frequency (RF) connectors for harsh environment defense and space applications. Micro-Mode has a single manufacturing site near San Diego, California. Subsequent to the acquisition, Micro-Mode’s results are reported within our CCT segment.

As of June 29, 2024, the allocation of the purchase price to the assets acquired and liabilities assumed was finalized related to our acquisition of Micro-Mode.

The assets acquired and liabilities assumed for both our Svanehøj and Micro-Mode acquisitions were recorded at fair value and are shown in the table below.


Allocation of Purchase Price	Micro-Mode (Final)		Svanehoj (Preliminary)
Receivables	$	2.7	$	22.4
Inventory	5.3		39.8
Plant, property and equipment	6.1		19.1
Goodwill(a)	44.9		215.4
Other intangible assets	28.7		212.6
Other assets	0.2		9.0
Accounts payable and accrued liabilities	(2.6)		(28.0)
Other liabilities	(6.3)		(52.9)
Contract liabilities	—		(29.8)
Net assets acquired	$	79.0	$	407.6

(a) Goodwill related to the acquisition of Svanehøj is primarily attributable to future economic benefits expected from our entrance into the marine sector, our expanded presence in the energy market, and geographic expansion. Goodwill arising from acquisitions is not expected to be deductible for income tax purposes.

Pro forma results of operations have not been presented because the acquisitions were not deemed significant as of the acquisition date.

Subsequent Event - Divestiture of Wolverine Business

On July 22, 2024, the Company completed the sale of its Wolverine business to an unrelated third party for approximately $171. Wolverine was part of the Company’s Motion Technologies segment.

The disposal group met the criteria for classification as held for sale within the Consolidated Balance Sheet as of the period ended June 29, 2024. The following table presents the carrying amounts of the major classes of assets and liabilities that were classified as held for sale:


As of the Period Ended	June 29, 2024
Assets held for sale
Current assets held for sale:
Cash and cash equivalents	$	14.9
Receivables, net	32.7
Inventories	44.5
Other current assets	0.4
Total current assets held for sale	92.5
Non-current assets held for sale:
Plant, property and equipment, net	26.1
Goodwill	16.0
Other intangible assets, net	9.4
Other non-current assets	8.5
Total non-current assets held for sale	60.0
Total assets held for sale	$	152.5
Liabilities held for sale
Current liabilities held for sale:
Accounts payable	$	22.3
Accrued and other current liabilities	7.1
Total current liabilities held for sale	29.4
Non-current liabilities held for sale:
Postretirement benefits	2.3
Other non-current liabilities	3.2
Total non-current liabilities held for sale	5.5
Total liabilities held for sale	$	34.9

Subsequent Event - Acquisition of kSARIA Business

On July 30, 2024, the Company entered into a definitive agreement to acquire 100% of the outstanding shares of privately held kSARIA Parent, Inc., the parent corporation of kSARIA Holding Corporation (kSARIA), for a purchase price of approximately $475, subject to customary closing adjustments. The acquisition is expected to close during the third quarter of 2024, subject to the satisfaction of the closing conditions set forth in the definitive agreement. kSARIA is a leading manufacturer of mission-critical connectivity solutions primarily for the aerospace and defense market. kSARIA is headquartered in New Hampshire, with operations across the U.S. and Mexico and has approximately 1,000 employees. kSARIA and its acquired subsidiaries generated sales of approximately $175 in 2023. Upon closing of the transaction, kSARIA will become part of our CCT segment.