On March 4, 2025, the Company completed its acquisition of 908 Devices Inc.’s (“908 Devices”) desktop portfolio of four devices for bioprocessing process analytical technology applications (“PAT Portfolio”). In connection with the transaction, Repligen also acquired facilities, employees, equipment and lease obligations for facilities in North Carolina and Braunschweig, Germany as well as certain working capital balances related to the PAT Portfolio. The transaction is referred to as the 908 Devices PAT Portfolio acquisition.

The Company accounted for the 908 Devices PAT Portfolio acquisition as a purchase of a business under Accounting Standards Codification (“ASC”) 805, “Business Combinations,” and the Company engaged a third-party valuation firm to assist with the valuation of certain assets acquired. Under the securities and asset purchase agreement, the PAT portfolio and associated net assets were acquired for cash consideration of $69.9 million, subject to a working capital adjustment to be finalized in future periods. Under the acquisition method of accounting, the assets acquired and liabilities assumed were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of the net assets acquired is estimated to be $4.9 million, the fair value of intangible assets acquired is estimated to be $14.9 million and the residual goodwill is estimated to be $50.1 million. Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which such costs are incurred. The Company has incurred $5.2 million of transaction and integration costs associated with the 908 Devices PAT Portfolio acquisition from the date of acquisition to March 31, 2025. The transaction and integration costs are included in operating expenses in the condensed consolidated statements of comprehensive income (loss).

The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. As of March 31, 2025, the purchase accounting for this acquisition had not been finalized and has been recorded on a provisional basis. As additional information becomes available, including but not limited to the outcome of an updated valuation related to developed technology and additional analysis related to inventory valuation, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period. Amounts recorded on a provisional basis include but are not limited to intangible assets, working capital accounts including inventories, deferred tax accounts, deferred revenues, lease assets and goodwill. The components and estimated allocation of the purchase price consist of the following (amounts in thousands):


Cash and cash equivalents	$	191
Accounts receivable		1,110
Inventory		5,393
Prepaid expenses and other current assets		535
Property and equipment		1,698
Operating lease right of use asset		2,986
Other assets, long-term		41
Customer relationships		5,219
Developed technology		7,934
Trademark and tradename		1,737
Goodwill		50,134
Accounts payable		(208	)
Accrued liabilities		(557	)
Operating lease liability		(2,475	)
Deferred revenue		(2,366	)
Noncurrent deferred tax liability		(1,461	)
Fair value of net assets acquired	$	69,911

The goodwill of $50.1 million (determined on a provisional basis and thus subject to change during the measurement period) represents future economic benefits expected to arise from anticipated synergies from the integration of the PAT Portfolio into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the 908 Devices PAT Portfolio acquisition. Goodwill is calculated based on the acquired assets in the United States and Germany. Goodwill related to the United States of $39.8 million is deductible for income tax purposes. The goodwill of $10.3 million related to Germany is expected to be nondeductible for income tax purposes.


	Useful life	Fair Value
		(Amounts in thousands)
Customer relationships	10 - 15 years	$	5,219
Developed technology	10 - 15 years		7,934
Trademark and tradename	14 - 15 years		1,737
		$	14,890

On December 2, 2024, the Company's subsidiary, Repligen Sweden AB, acquired Tantti Laboratory Inc. (“Tantti”) from the former shareholders of Tantti (“Tantti Seller”) pursuant to a share swap agreement, dated as of July 27, 2024 (such acquisition, the “Tantti Acquisition”), by and among Repligen Sweden AB, the Tantti Seller, and the Company, in its capacity as guarantor of the obligations of Repligen Sweden AB under the Share Purchase Agreement.

Tantti, headquartered in Taoyuan City, Taiwan, has developed a unique portfolio of macroporous chromatography beads to optimize the purification of new modalities including viral vectors, viruses, nucleic acids and other large molecule biologics. The addition of Tantti further strengthens our portfolio in the new modality space.

The Company accounted for the Tantti Acquisition as a purchase of business under ASC 805, “Business Combinations,” and the Company engaged a third-party valuation firm to assist with the valuation of Tantti. Under the share swap agreement, all outstanding equity interests of Tantti were acquired for consideration with a value totaling $74.8 million. The Tantti Acquisition was funded through payment of $55.1 million in cash and contingent consideration with a fair value of $19.7 million. Under the acquisition method of accounting, the assets acquired and liabilities assumed of Tantti were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of the net liabilities acquired is estimated to be ($1.2) million, the fair value of the intangible assets acquired is estimated to be $28.9 million and the residual goodwill is estimated to be $47.1 million. Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred. The Company incurred $2.5 million of transaction and integration costs associated with the Tantti Acquisition from the date of acquisition to March 31, 2025, of which $0.9 million were incurred during the three months ended March 31, 2025. The transaction costs are included in operating expenses in the condensed consolidated statements of comprehensive income (loss).

The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date. As of March 31, 2025, the purchase accounting for this acquisition had not been finalized. As additional information becomes available, including the outcome of the obsolescence study on developed technology, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period. Besides the outcome of the obsolescence study and the tax implications of the purchase price allocation, the final allocation may also result in changes to other assets and liabilities. The components and estimated allocation of the purchase price consist of the following (amounts in thousands):


Cash and cash equivalents	$	85
Accounts receivable		1
Inventory		41
Prepaid expenses and other current assets		321
Property and equipment		731
Operating lease right of use asset		637
Other assets, long-term		81
Developed technology		28,910
Goodwill		47,105
Accounts payable		(18	)
Accrued liabilities		(510	)
Operating lease liability		(214	)
Noncurrent deferred tax liability		(1,911	)
Noncurrent operating lease liability		(413	)
Fair value of net assets acquired	$	74,846

The goodwill of $47.1 million (determined on a provisional basis and thus subject to change during the measurement period) represents future economic benefits expected to arise from anticipated synergies from the integration of Tantti into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the Tantti Acquisition. Substantially all of the goodwill recorded is expected to be nondeductible for income tax purposes.

The identified intangible asset (determined on a provisional basis and thus subject to change during the measurement period) associated with the Tantti Acquisition is developed technology of $28.9 million with a useful life of fifteen years.