4. ACQUISITIONS

Acquisition of Umeco plc

On July 20, 2012, we completed the acquisition of all of the outstanding shares of Umeco plc (‘Umeco’), an international provider of advanced composite and process materials, in an all-cash transaction at a cost of approximately $439.0. To fund the transaction, we used approximately $170.0 from the draw down of our existing revolving credit facility and cash on hand. The acquisition is intended to strengthen our position as a leading manufacturer of advanced composite materials, while offering significant opportunities for growth and value creation. The acquired Umeco business will initially be reported as a separate segment.

Our consolidated financial statements included in this report cover periods before the closing of the acquisition of Umeco. Accordingly, while we have incurred costs of approximately $2.9 related to the acquisition, which are reflected in our consolidated financial statements as of and for the six months ended June 30, 2012, our consolidated financial statements do not reflect the significant future impact that the acquisition and the related transactions will have on our consolidated financial condition and results of operations.

We have not yet completed our analysis of the acquisition method of accounting for the Umeco acquisition, and we are currently in the process of obtaining independent appraisals and valuations of fair value of the assets acquired and liabilities assumed in order to supply pro forma financial information. The financial statements required by Item 9.01(a) of Form 8-K and the pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed with the SEC within 71 calendar days (early-October 2012) after the date on which the Form 8-K related to the acquisition was due.

Acquisition of manufacturing assets of Star Orechem International Private Limited

On March 30, 2012, we acquired the manufacturing assets of Star Orechem International Private Limited (SOIL), in Nagpur, Central India, in a cash transaction for a total 1,848.2 Indian Rupees, or $36.1 at the March 30, 2012 exchange rate. The amount is subject to normal and customary adjustments. The acquisition is expected to increase our global capacity for our Metal Extraction Product line of our In-Process Separation segment by approximately 25%, and provides the ability to further expand production at the site. We are in the process of upgrading the capabilities of the acquired plant to meet our operating standards. Our expectation is that this work and all necessary permits will be completed in the fourth quarter of 2012 to begin production of our mining chemical products. The results of operations of the acquired business have been included in our In-Process Separation segment since April 1, 2012. The acquisition was funded from our existing cash on hand and has been accounted for as an acquisition of a business.

We have preliminarily allocated the purchase price to the following separately identifiable assets acquired and liabilities assumed as of March 30, 2012:


(In millions)
Inventories	$	2.0
Other current assets		1.0
Plants, equipment and facility		6.0
Identifiable intangibles		1.2
Goodwill		26.8
Other, net		(0.9	)

Total purchase price	$	36.1

The preliminary goodwill recognized is largely attributable to the capacity and potential for future strategic growth. None of the goodwill recognized is expected to be deductible for income tax purposes. Approximately $7.5 of the purchase price was withheld at closing, to be paid upon achievement of certain capacity expansion milestones, resulting in net cash paid in the first quarter of 2012 of $28.6.

The preliminary amount allocated to Intangibles represents the fair value of non-compete agreements, which were determined based on an independent appraisal. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 fair value measurement.

There were no material revenues or earnings related to SOIL included in our consolidated statement of income for the three and six months ending June 30, 2012.