On April 20, 2023, the Company acquired 92.2% of the outstanding shares in Nordic Lights Group Corporation (“Nordic Lights”), a premium provider of high-quality lighting solutions for heavy duty equipment headquartered in Finland, for €121.8 million ($134.2 million) in cash. Between May 2023 and July 2023, the Company acquired an additional 7.2% of the outstanding shares of Nordic Lights for €9.2 million ($10.2 million), increasing the Company’s ownership to 99.4%. On October 10, 2023, the Company acquired the remaining 0.6% of the outstanding shares in Nordic Lights for €0.8 million ($0.9 million), as determined by the Finnish arbitral tribunal administering the redemption proceedings for the shares not tendered to the Company. Accordingly, the Company owned 100% of the outstanding shares in Nordic Lights as of October 10, 2023. The acquisition of Nordic Lights complements the Company’s existing LED lighting solution offerings.

The acquisition was funded through a combination of borrowings under the Company's revolving credit facility and cash on hand. The results of the operations of Nordic Lights are reported within the Industrial segment from the date of acquisition. The acquisition was accounted for as a business combination. The Company has estimated the preliminary fair value of net assets acquired based on information currently available and will continue to adjust those estimates as additional information becomes available, including the refinement of valuation assumptions. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price allocation adjustments will be recorded during the measurement period, but no later than one year from the date of the acquisition. The Company will reflect measurement period adjustments in the period in which the adjustments are determined. Measurement period adjustments recognized in the three months ended October 28, 2023, resulted from the receipt of incremental data utilized in the determination of fair value, including valuation assumptions.

The preliminary fair value and subsequent measurement period adjustments of the assets acquired and liabilities assumed, including a reconciliation to the total purchase price, were as follows:


	As reported as of July 29, 2023			Measurement period adjustments			As of October 28, 2023
(in millions)
Cash and cash equivalents	$	19.6		$	—		$	19.6
Accounts receivable		17.1			—			17.1
Inventories		9.6			(0.2	)		9.4
Property, plant and equipment		12.9			3.4			16.3
Identifiable intangible assets		68.1			24.5			92.6
Accounts payable		(10.8	)		—			(10.8	)
Long-term debt		(24.4	)		—			(24.4	)
Other assets and liabilities, net		(2.8	)		(0.5	)		(3.3	)
Deferred tax liabilities		(13.4	)		(5.4	)		(18.8	)
Total identifiable net assets acquired		75.9			21.8			97.7
Goodwill		69.6			(21.8	)		47.8
Total fair value of net assets acquired		145.5			—			145.5
Less: redeemable noncontrolling interest		(11.3	)		—			(11.3	)
Total purchase price	$	134.2		$	—		$	134.2

The noncontrolling interest was recognized at fair value, which was determined to be the noncontrolling interest’s proportionate share of the fair value of net assets acquired, as of the acquisition date. The noncontrolling interest is classified as a redeemable noncontrolling interest on the condensed consolidated balance sheets as minority shareholders owning less than 10% of the outstanding shares in a company in Finland have the right to require the company to redeem their shares. As noted above, in the six months ended October 28, 2023, the Company acquired the entire redeemable noncontrolling interest.

Goodwill arising from the acquisition was included in the Industrial segment as of October 28, 2023 and was attributable to potential synergies and an assembled workforce. The Company does not expect any recognized goodwill from this acquisition to be deductible for income tax purposes.

Intangible assets primarily include customer relationships, technology licenses and trademarks. The weighted average amortization period for the acquired intangible assets is approximately 18.2 years.

The pro-forma effects of this acquisition would not materially impact the Company’s operating results for the six months ended October 29, 2022, and as a result no pro-forma financial statements are presented. In the six months ended October 28, 2023, additional acquisition costs of $0.5 million were incurred and reported in selling and administrative expenses.

In the first quarter of fiscal 2024, the Company made the decision to initiate the discontinuation of the Dabir business in the Medical segment. On October 13, 2023, the Company sold certain assets and contracts of its Dabir business to a third party for consideration of $1.5 million. In the three and six months ended October 28, 2023, the Company recorded a loss on the sale, including transaction costs, of $0.6 million, which was included in other income, net on the Company's condensed consolidated statement of operations. The discontinuation of the Dabir business does not qualify as a discontinued operation as it does not represent a strategic shift that would have a major effect on the Company's operations or financial results.