Acquisition

On August 27, 2012, the Company completed the acquisition of Synventive Molding Solutions (“Synventive”) by acquiring all of the issued and outstanding shares of capital stock of Synventive Acquisition Inc., a Delaware corporation. Synventive is a leading designer and manufacturer of highly engineered and customized hot runner systems and components which serve as the enabling technology for many complex injection molding applications and are standard in industries that require premium product aesthetics and performance. This business, which is being integrated into our Industrial segment, enhances the Company's core manufacturing capabilities, adds innovative products and services and is expected to expand the Company's global marketplace presence. The Company acquired Synventive for an aggregate purchase price of $351,620, consisting of $306,083 in cash (including cash acquired of $9,366) and the assumption of $45,537 of debt. Immediately following the completion of the acquisition, the Company paid $45,156 of the assumed debt, primarily using cash on hand. The remaining purchase price was financed primarily with borrowings under the Company's revolving credit facility.

During the nine months ended September 30, 2012, the Company incurred $2,409 of acquisition-related costs. These costs include due diligence costs and transaction costs to complete the acquisition. These costs have been recognized in the Company's Consolidated Statement of Income as selling and administrative expenses.

The operating results of Synventive have been included in the Consolidated Statements of Income since the date of acquisition. The Company reported $15,830 in net sales and an operating loss of $2,896 from Synventive, included within the Industrial segment's operating profit, inclusive of $5,117 of short-term purchase accounting adjustments, for the period from the acquisition date through September 30, 2012.

The following table summarizes the fair values of the assets acquired, net of cash acquired, and liabilities assumed at the date of the acquisition:




Accounts Receivable	$	42,724
Inventory	13,546
Other current assets	3,988
Property, plant and equipment	16,481
Other noncurrent assets	2,841
Intangible assets (Note 6)	126,600
Goodwill (Note 6)	203,988
Total assets acquired	410,168

Current liabilities	(22,768		)
Other liabilities	(4,361		)
Deferred taxes	(40,785		)
Debt assumed	(45,537		)
Total liabilities assumed	(113,451		)
Net assets acquired	$	296,717

The final purchase price allocation is subject to post-closing adjustments pursuant to the terms of the Stock Purchase Agreement with Synventive.

The following table reflects the unaudited pro forma operating results of the Company for the three and nine months ended September 30, 2012 and 2011, which give effect to the acquisition of Synventive as if it had occurred on January 1, 2011. The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of the operating results that would have occurred had the acquisition been effective January 1, 2011, nor are they intended to be indicative of results that may occur in the future. The underlying pro forma information includes the historical financial results of the Company and Synventive adjusted for certain items including depreciation and amortization expense associated with the assets acquired and the Company’s expense related to financing arrangements, with the related tax effects. The pro forma information does not include the effects of any synergies or cost reduction initiatives related to the acquisition.



	(Unaudited Pro Forma) Three months ended September 30,				(Unaudited Pro Forma) Nine months ended September 30,
	2012		2011		2012		2011
Net sales	328,880		337,796		1,004,098		994,098
Income from continuing operations	24,164		25,522		75,171		55,734
Net income	21,915		23,876		72,188		52,569

Per common share:
Basic:
Income from continuing operations	$	0.44	$	0.46	$	1.38	$	1.01
Net income	$	0.40	$	0.43	$	1.32	$	0.95
Diluted:
Income from continuing operations	$	0.44	$	0.45	$	1.36	$	0.99
Net income	$	0.40	$	0.42	$	1.31	$	0.94

Pro forma earnings during the three and nine month periods ended September 30, 2012 were adjusted to exclude non-recurring items including acquisition-related costs and expense related to the fair value adjustment to inventory and acquired backlog. Pro forma earnings in 2011 were adjusted to include acquisition-related costs of $11,808 ($2,409 incurred by the Company and $9,399 incurred by Synventive at closing) and expense of $3,682 and $1,200 related to the fair value adjustments to inventory and acquired backlog, respectively. In addition, 2011 earnings were adjusted to exclude a gain on debt restructuring and a foreign exchange gain related to debt at Synventive.