ACQUISITIONS

2014 Acquisitions

During the first and second quarters of fiscal 2014, the Company completed two acquisitions - Medistad Holding BV (“Medistad”), a European manufacturing entity, and SoloHill Engineering, Inc. (“SoloHill”), a United States technology company. The aggregate consideration for these acquisitions was $30,677, which included approximately $3,000 of contingent consideration.

On February 20, 2014, the Company acquired the Life Sciences business of ATMI, Inc. (“ATMI LifeSciences”). ATMI LifeSciences is a technology leader in the field of single-use bioprocess equipment and consumables for the biopharmaceutical and biotechnology industries. The acquisition includes the ATMI LifeSciences portfolio of custom-engineered, flexible packaging solutions, single-use storage systems, mixers and bioreactors. The Company paid a cash purchase price of $185,000, and an additional $5,793 related to working capital adjustments.

The acquisition of ATMI LifeSciences broadens the Company’s upstream presence in bioprocessing and complements its established downstream capabilities. Combined with the aforementioned acquisitions, both innovators in the single-use market, and the Company’s already solid portfolio of biopharmaceutical solutions, the addition of the ATMI LifeSciences assets well positions the Company to capitalize on opportunities in the rapidly growing single-use market segment.

On May 1, 2014, the Company acquired Filter Specialists Inc. (“FSI”), a worldwide supplier of filtration products and solutions based in Michigan City, Indiana. FSI is a recognized leader in filtration, operating primarily in the industrial paint, chemical, petrochemical, oil and gas, and food and beverage markets. The Company acquired FSI’s unique and well known Polyweld®, Polymicro® and BOS filter bags, along with its extensive line of both steel and plastic filter vessels. The Company paid a cash purchase price of $124,000, and an additional $3,347 related to working capital adjustments.

The acquisition of FSI is complementary to the Company’s existing portfolio of filtration solutions as FSI’s offerings both add solutions to the Company’s existing addressable markets and cover markets where the Company currently does not have complete solutions. The FSI products and markets are in-line with the Company’s current plans of creating value for our customers, particularly in the oil and gas, chemical, and other industrial markets.

The above transactions (the “2014 acquisitions”) were funded with available cash and borrowings under the Company’s commercial paper program. Tangible and intangible assets acquired and liabilities assumed were recognized based upon their estimated fair values at the respective closing dates. The Company is currently in the process of finalizing the valuations of acquired tangible and intangible assets and liabilities, and will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. The preliminary purchase price, in the aggregate, is as follows:



Purchase price, including working capital adjustments	$	348,817
Cash acquired	4,463
Purchase price, net of cash acquired	344,354

Accounts receivable	23,176
Inventories	35,321
Other current assets	9,150
Property, plant and equipment	37,261
Intangible assets	124,168
Other non-current assets	6,871
Total identifiable assets acquired, net of cash acquired	235,947

Current liabilities	25,332
Non-current liabilities	17,010
Total liabilities assumed	42,342
Goodwill (excess cost over value of net assets acquired)	$	150,749

The Company recorded an aggregate of $150,749 of goodwill related to the 2014 acquisitions, of which $45,487 is expected to be deductible for income tax purposes.

The results of operations for the 2014 acquisitions since their respective acquisition dates are included in the accompanying consolidated financial statements. The results of operations for FSI are reported in the Industrial segment, and the results of operations for ATMI, Medistad, and SoloHill are reported in the Life Sciences segment. The impact of the 2014 acquisitions was not material, individually or in the aggregate, to the Company’s consolidated financial position or results from operations. Additionally, assuming these transactions had occurred at the beginning of the respective fiscal years, the consolidated pro forma results would not be materially different from reported results for the years ended July 31, 2014, July 31, 2013 and July 31, 2012.

2012 Acquisition

On March 1, 2012 (the “Closing Date”), the Company acquired 100% of the outstanding capital stock of ForteBio®, Inc. (“ForteBio”), a privately held provider of advanced analytical systems that accelerate the discovery and development of biotech drugs. ForteBio’s portfolio of analytical solutions allows researchers to measure proteins in real time without the aid of fluorescent, radio or calorimetric labels or markers that can contaminate samples. This enables significantly easier, faster and better characterization of drug candidates, which can help improve process development and speed time to market. As such, this will complement the Company’s existing microbiological monitoring platforms. On the Closing Date, the Company paid a cash purchase price of approximately $142,132, net of cash acquired. Pall ForteBio Corp., the new company, is headquartered in Menlo Park, California, and has wholly owned subsidiaries in London, England and Shanghai, China.

The above transaction was funded with available cash and borrowings under the Company’s commercial paper program. Tangible and intangibles assets acquired and liabilities assumed were recognized based upon their estimated fair values at the Closing Date.

The results of ForteBio for the period from the Closing Date are included in the accompanying consolidated financial statements and reported in the Life Sciences segment. The impact of this acquisition was not material, individually or in the aggregate, to the Company’s consolidated financial position or results from operations.