Acquisition of EUPROTEIN

On April 30, 2022, we acquired substantially all of the assets of EUPROTEIN for $4,250 in cash, of which $3,750 was paid at closing, with the remainder held back for final closing adjustments, which is recorded in other non-current liabilities on the Consolidated Balance Sheets and is payable within 18 months of the acquisition date. EUPROTEIN offers custom development and production of high-quality bioresearch reagents, with a particular focus on human and other mammalian proteins and recombinant monoclonal antibodies. The acquired assets of EUPROTEIN are included within the Life Science segment and are expected to help the Company accelerate its pipeline of new immunological reagents, while expanding recombinant capabilities. The acquired assets, which are comprised of goodwill, property, plant and equipment, prepaid expenses, and inventories, were valued on April 30, 2022, on a preliminary basis at $3,947, $279, $14 and $10, respectively.

The goodwill for EUPROTEIN is attributable to combining EUPROTEIN and Meridian’s products and capabilities to give the Company’s customers access to new immunological reagents. The goodwill is not expected to be deductible for income tax purposes. The preliminary purchase price allocation may change in the future as the fair valuing of assets is completed.

Acquisition of BreathTek Business

On July 31, 2021, we acquired BreathTek, a urea breath test for the detection of

H. pylori

, from Otsuka America Pharmaceutical, Inc. Cash consideration totaled $19,585, subject to a $1,000 holdback, which is recorded in other accrued expenses and other non-current liabilities on the Consolidated Balance Sheets as of September 30, 2022 and 2021, respectively, to secure the selling party’s performance of certain post-closing obligations and is payable 15 months following the BreathTek acquisition date. As part of the acquisition, we acquired BreathTek inventories and assumed the customer relationships to supply the BreathTek product in North America. Giving effect to purchase adjustments made during the permitted measurement period to increase the value of acquired inventories by approximately $100, the final acquired inventories and customer relationships were valued on July 31, 2021 at $9,955 and $9,630, respectively, with the useful life of the customer relationships estimated at five years.

The Company’s consolidated results include approximately the following from BreathTek products:


Year Ended September 30,	2022		2021
Net revenues	$	23,100	$	3,840
Net earnings		7,500		1,000

These results, which are reported as part of the Diagnostics segment, include amortization expense related to the customer relationships recorded in the purchase price allocation totaling $1,919 and $324 for the years ended September 30, 2022 and 2021, respectively.

Unaudited Pro Forma Information

The following table provides the unaudited consolidated pro forma results for the periods presented as if the BreathTek business had been acquired as of the beginning of fiscal 2021:


Year Ended September 30,	2022		2021
Net revenues	$	333,018	$	337,118
Net earnings		42,459		77,066

Based on the nature of the EUPROTEIN business, EUPROTEIN is not expected to contribute materially to net revenues and net earnings and therefore, no amounts are included in the table above.