Schedule of business acquisitions, by acquisition |
Purchase consideration consisted of the following: | | | | | | | | | (In thousands, except share price and exchange ratio) | | Purchase Consideration | Alimera common shares outstanding | | 53,971 | | Alimera warrants outstanding after exercise | | 989 | | Alimera common shares and warrants outstanding | | 54,960 | | Cash consideration per share | | $ | 5.50 | | Cash consideration for Alimera Common Stock | | $ | 302,280 | | | | | Repayment of Alimera Debt | | 78,540 | | Payment of Alimera transaction costs | | 20,172 | | Cash settlement for pre-acquisition equity awards | | 9,535 | | Fair value of CVRs | | 8,322 | | Total Merger Consideration | | $ | 418,849 | |
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Schedule of recognized identified assets acquired and liabilities assumed |
The allocation of the fair value will be finalized when the valuation is completed, and the differences will be trued up for the final allocated amounts. | | | | | | | | | | | | | | | (in thousands) | | Preliminary Purchase Price Allocation | Measurement Period Adjustment | Purchase Price Allocation | Cash and cash equivalents | | $ | 9,247 | | $ | — | | $ | 9,247 | | Accounts receivable | | 38,605 | | 347 | | 38,952 | | Prepaid expenses and other assets | | 2,618 | | — | | 2,618 | | Inventories | | 19,457 | | (1,559) | | 17,898 | | Property and equipment | | 3,086 | | — | | 3,086 | | Intangible assets | | 400,000 | | — | | 400,000 | | Deferred tax asset, net of deferred tax liabilities and valuation allowance | | 198 | | (80) | | 118 | | Derivative and other non-current assets | | 1,224 | | — | | 1,224 | | Total assets | | $ | 474,435 | | $ | (1,292) | | $ | 473,143 | | | | | | | Accounts payable | | $ | 8,001 | | $ | — | | $ | 8,001 | | Accrued expenses and other | | 11,396 | | 1,158 | | 12,554 | | Accrued government rebates | | — | | 385 | | 385 | | Returned goods reserve | | 3,095 | | (2,600) | | 495 | | Current accrued licensor payment | | 3,684 | | — | | 3,684 | | Accrued licensor payment, net of current | | 21,316 | | — | | 37,932 | | Deferred tax liability | | 37,932 | | — | | 21,316 | | Other non-current liabilities | | 2,364 | | — | | 2,364 | | Total liabilities | | $ | 87,788 | | $ | (1,057) | | $ | 86,731 | | | | | | | Total fair value of consideration transferred | | $ | 418,849 | | $ | — | | $ | 418,849 | | Less: fair value of net acquired identifiable assets and liabilities | | 386,647 | | (235) | | 386,412 | | Goodwill | | $ | 32,202 | | $ | 235 | | $ | 32,437 | |
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