Note

Acquisitions

Royal Adhesives

September 2, 2017,

we signed an agreement to purchase Royal Adhesives and Sealants (“

Royal Adhesives”) for

$1,575,000,

subject to customary adjustments. The acquisition will be financed through new debt financing. Royal Adhesives, a manufacturer of high-value specialty adhesives and sealants, is a supplier of industrial adhesives in a diverse set of end markets, including aerospace, transportation, commercial roofing, insulating glass, solar, packaging and flooring applications and operates

manufacturing facilities in

five

countries. The acquisition is expected to expand our presence in North America, Europe and China and add new technology and packaging capabilities. The acquisition is expected to close during the

fourth

quarter of

2017.

The Stock Pu

rchase Agreement contains certain limited termination rights for all parties, including, among others, the right to terminate if the transaction is

not

completed by

March 2, 2018.

In certain specified circumstances, upon termination of the Stock Purchase Agreement by the seller, including a termination by the seller for our breach, we will be required to pay the seller a termination fee equal to

$78,800.

Adecol

July 14, 2017,

we entered into an agreement to purchase Adecol Ind. Quimica, Limitada (

“Adecol”) for approximately

145,000

Brazilian real. Adecol is headquartered in Guarulhos, Brazil and works with customers to develop innovative, high-quality hot melt, reactive and polymer-based adhesive solutions in the packaging, converting and assembly markets. The acquisition is expected to enhance our business in Brazil by partnering with customers to produce new and better consumer and durable goods products in this region. The acquisition is expected to close during the

fourth

quarter of

2017.

Wisdom

Adhesives

January 27, 2017,

we acquired substantially all of the assets of H.E. Wisdom & Sons, Inc. and its affiliate Wisdom Adhesives Southeast, L.L.C., (“

Wisdom Adhesives”) headquartered in Elgin, Illinois. Wisdom Adhesives is a provider of adhesives for the packaging, paper converting and assembly markets. The acquisition will strengthen our position in the North America adhesives market

The purchase price of

$123,305

was financed through borrowings on our revolving credit facility and was recorded in our Americas Adhesives operating segment. We incurred acquisition related costs of approximately

$555,

which were recorded as SG&A expenses in the Condensed Consolidated Statement of Income for the

nine

months ended

September 2, 2017.

The acquisition fair value measurement was preliminary as of Sept

ember

2017,

subject to the completion of the valuation of Wisdom Adhesives and payment of any excess working capital amounts to the seller. We expect the fair value measurement process to be completed when the final appraisals are available, but

later than

twelve

months from the acquisition date.

The following table summarizes the preliminary fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:

	Preliminary						Preliminary
	Valuation			Fair Value			Valuation
	March 4, 2017			Adjustments			September 2, 2017
Current assets	$	13,729		$	(31	)	$	13,698
Property, plant and equipment		10,516			(1,885	)		8,631
Goodwill		60,313			(792	)		59,521
Other intangibles
Customer relationships		33,300			12,000			45,300
Trademarks/trade names		13,600			(9,200	)		4,400
Current liabilities		(8,153	)		(92	)		(8,245	)
Total purchase price	$	123,305		$	-		$	123,305

The preliminary expected lives of the acquired intangible assets are

years for customer relationships and

years for trademarks/trade names.

Based on the preliminary fair value measurement of the assets acquired and liabilities assumed, we allocated

$59,521

to goodwill for the expected synergies from combining Wisdom Adhesives with our existing business. Such goodwill is deductible for tax purposes. The goodwill was assigned to our Americas Adhesives operating segment.

The Wisdom Adhesives acquisition does

not

represent a material business combination, and therefore pro forma financial information is

not

provided.

Cyberbond

June 8, 2016,

we acquired Cyberbond, L.L.C., (“Cyberbond”) headquartered in Batavia, Illinois with operations in the United States and Europe. Cyberbond is a provider of industrial adhesives for the electronics, medical, audio equipment, automotive and structural markets. The acquisition will help us to

broaden our global position and accelerate our growth in the high margin, high growth Engineering Adhesives segment.

The purchase price of

$42,182,

net of cash acquired of

$332,

was funded through existing cash and was recorded in our Engineering Adhesives operating segment. We incurred acquisition related costs of approximately

$527,

which were recorded as SG&A expenses in the Condensed Consolidated Statement of Income for the year ended

December 3, 2016.

The following table summarizes the final fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:

	Amount
Current assets	$	4,425
Property, plant and equipment		2,038
Goodwill		23,654
Other intangibles
Developed technology		2,000
Customer relationships		14,400
Trademarks/trade names		700
Other assets		161
Current liabilities		(1,889	)
Long-term liabilities		(3,307	)
Total purchase price	$	42,182

The expected lives of the acquired intangible assets are

seven

years for developed technology,

years for customer relationships and

years for trademarks/trade names.

Based on the fair value measurement of the assets acquired and liabilities assumed, we allocated

$23,654

to goodwill for the expected synergies from combining Cyberbond with our existing business. The amount of goodwill deductible for tax purposes is

$10,658.

The goodwill was assigned to our Engineering Adhesives operating segment. The Cyberbond acquisition does

not

represent a material business combination, and therefore pro forma financial information is

not

provided.

Advanced Adhesives

April 29, 2016,

we acquired Advanced Adhesives Pty Limited and the business assets of Advanced Adhesives (New Zealand) Limited (together referred to as “Advanced Adhesives”), providers of industrial adhesives in Australia and New Zealand. The acquisition will help us to strengthen our industrial adhesives market position and leverage a broader technology portfolio in both Australia and New Zealand. The combined purchase price of

$10,365

was funded through existing cash and was recorded in our Asia Pacific operating segment.

We incurred acquisition related costs of approximately

$646,

which were recorded as SG&A expenses in the Condensed Consolidated Statements of Income for the year ended

December 3, 2016.

The following table summarizes the final fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:

	Amount
Current assets	$	5,704
Property, plant and equipment		594
Goodwill		102
Other intangibles
Customer relationships		7,575
Trademarks/trade names		146
Current liabilities		(2,671	)
Long-term liabilities		(1,085	)
Total purchase price	$	10,365

The expected lives of the acquired intangible assets are

years for customer relationships and

one

year for trademarks/trade names.

Based on the fair value measurement of the assets acquired and liabilities assumed, we allocated

$102

to goodwill for the expected synergies from combining Advanced Adhesives with our existing business. Such goodwill is

not

deductible for tax purposes. The goodwill was assigned to our Asia Pacific operating segment.

The Advanced Adhesives acquisition does

not

represent a material business combination, and therefore pro forma financial information is

not

provided.