Acquisitions

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisitions

On June 29, 2022 we announced a definitive agreement to acquire BioPhero ApS ("BioPhero"), a Denmark-based pheromone research and production company. The acquisition adds state-of-the-art biologically produced pheromone insect control technology to our product portfolio and R&D pipeline, underscoring our role as a leader in delivering innovative and sustainable crop protection solutions.

The purchase price of approximately $190 million was paid at closing on July 19, 2022. The acquisition, which was accounted for as a business combination, includes all of BioPhero’s technology, IP, supply agreements, employees and net assets of the business.

Purchase Price Allocation

The allocation of the purchase price to the assets acquired and liabilities assumed, including the residual amount allocated to goodwill, is based upon preliminary information and is subject to change within the measurement period (up to one year from the acquisition date) as additional information concerning final asset and liability valuations is obtained.

The purchase price allocation is preliminary as of September 30, 2022. During the measurement period, if new information is obtained about facts and circumstances that existed as of the acquisition date, that would have resulted in revised estimated values of those assets or liabilities as of that date, we will revise the preliminary purchase price allocation. The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the acquisition date. The impact of all changes that do not qualify as measurement period adjustments will be included in current period earnings.

The following table summarizes the consideration paid for the BioPhero acquisition and the amounts of the assets acquired and liabilities assumed as of the acquisition date, which have been allocated on a preliminary basis.

Preliminary Purchase Price Allocation as of July 19, 2022
(in Millions)
Fair Value of Assets Acquired
Cash	$	10.0
Intangible assets
Developed Technology (1)	66.3
In-process research & development	10.5
Goodwill	130.7
Other Assets	3.4
Total Assets	$	220.9
Fair Value of Liabilities Assumed
Deferred income tax liabilities	$	16.6
Other Liabilities	1.1
Total Liabilities	17.7
Net Assets	$	203.2
Total Purchase Consideration:	Amount
Cash purchase price, net of acquired cash	$	193.2
Cash payment from working capital adjustment (2)	2.5
Cash purchase price paid during the third quarter 2022	$	190.7
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(1) Expected life is 15 years and will be amortized based on the pattern of economic benefit
(2) Payment made October 3, 2022