Acquisitions (Tables)

6 Months Ended

Jul. 04, 2015

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information for the three and six months ended June 28, 2014 represent the combined results of our operations as if the DSS Acquisition and Aimia Acquisition had occurred on December 30, 2012. The unaudited pro forma financial information does not necessarily reflect the results of operations that would have occurred had we operated as a single entity during such periods.

(in millions of U.S. dollars, except share amounts)	For the Three Months Ended June 28, 2014			For the Six Months Ended June 28, 2014
Revenue	$	826.4		$	1,561.9
Net loss		(7.8	)		(22.0	)
Net loss per common share, diluted	$	(0.08	)	$	(0.23	)

DSS Group Inc [Member]

Business Combination Transfer Consideration

The total cash and stock consideration paid by us in the DSS Acquisition is summarized below:

(in millions of U.S. dollars)
Cash paid to sellers	$	449.7
Deferred consideration		11.4
Cash paid on behalf of sellers for sellers expenses		25.3
Cash paid to retire term loan on behalf of sellers		317.3
Convertible Preferred Shares		116.1
Non-Convertible Preferred Shares		32.7
Total consideration	$	952.5

Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the estimated allocation of the purchase price to the fair value of the assets acquired and liabilities assumed in connection with the DSS Acquisition. The allocation of the purchase price is based on a preliminary valuation that is expected to be completed by the end of 2015.

(in millions of U.S. dollars)	As reported at April 4, 2015			Adjustments			As reported at July 4, 2015
Cash and cash equivalents	$	74.5		$	—		$	74.5
Accounts receivable		102.6			—			102.6
Inventories		46.4			—			46.4
Prepaid expenses and other current assets		8.8			—			8.8
Deferred income taxes		4.1			0.3			4.4
Property, plant & equipment		412.7			—			412.7
Goodwill		559.8			3.0			562.8
Intangible and other assets		417.2			—			417.2
Accounts payable and accrued liabilities		(117.7	)		(0.8	)		(118.5	)
Long-term debt		(406.0	)		—			(406.0	)
Deferred income taxes liabilities		(122.9	)		—			(122.9	)
Other long-term liabilities		(29.5	)		—			(29.5	)
Total	$	950.0		$	2.5		$	952.5

Aimia Foods Holdings Limited [Member]

Business Combination Transfer Consideration

The total consideration paid by us for the Aimia Acquisition is summarized below:

(in millions of U.S. dollars)
Cash		$	80.4
Deferred consideration			33.5
Contingent consideration	1		17.9
Working capital payment			7.2
Total consideration		$	139.0

Allocation of Purchase Price to Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed in the Aimia Acquisition.

(in millions of U.S. dollars)	Acquired Value
Cash	$	9.5
Accounts receivable		11.0
Inventories		9.6
Prepaid expenses and other assets		1.9
Property, plant & equipment		10.9
Goodwill		54.5
Intangibles and other assets		86.2
Accounts payable and accrued liabilities		(27.4	)
Deferred tax liabilities		(17.2	)
Total	$	139.0