Acquisitions and disposals

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

On March 15, 2021, the Company completed the acquisition of the SCI business of Worthington Industries, Inc., based in Pomona, California, for $19.3 million cash consideration. The acquisition of SCI strengthens Luxfer’s composite cylinder offerings and aligns with recent investment to enhance our alternative fuel capabilities to capitalize on the growing compressed natural gas ("CNG") and hydrogen opportunities.

The fair value of assets and liabilities acquired are as follows:


In millions
Accounts and other receivables	$	4.7
Inventories	6.7
Property, plant and equipment	7.8
Customer relationships	1.8
Less:
Accounts payable	(1.7)

Net assets acquired	19.3

Purchase consideration	$	19.3

In 2021, the Company recognized a net gain on disposition of $6.6 million, consisting of a $7.1 million gain on our U.S. aluminum business, sold in March 2021, partially offset by a $0.5 million loss on our Superform U.K. business sold in September 2021.

Our Superform U.K. business was sold for $4.0 million, net of working capital adjustments, made up of $3.0 million cash received in 2021 and $1.0 million of non-contingent, deferred consideration, receivable by September 30, 2022.


In millions	2021
Net proceeds	$	3.0
Deferred consideration payable	1.0
Less
Net assets sold	(4.5)
Loss on disposition	$	(0.5)

3. Acquisitions and disposals (continued)

Our U.S. aluminum business was sold for $20.2 million cash consideration, net of working capital adjustments. The below table shows the gain on disposition.


In millions	2021
Net proceeds	$	20.2
Less
Net assets sold	(11.5)
Gross gain on disposition	8.7
Tax expense	(1.6)
Net gain on disposition	$	7.1

Acquisition-related costs of $1.5 million in 2021 represent professional fees incurred in relation to the SCI acquisition.

In 2020, the Company sold its 51% investment in Luxfer Uttam India Private Limited to our joint venture partner for INR 137.4 million ($1.8 million) cash. Allowing for legal costs, we generated a profit on disposal of less than $0.1 million. During the year we also incurred $0.4 million costs in relation to M&A exploration activities offset by deferred consideration adjustment and profit on previous written-down inventory.

In 2019, acquisition and disposal related costs of $1.4 million were incurred. The amount includes a $3.5 million charge in relation to the reimbursement of costs, $0.9 million of professional and legal fees incurred in connection with the terminated Neo acquisition, partially offset by a $2.9 million gain from the sale of Magnesium Elektron CZ s.r.o in the second quarter of 2019, and a $0.1 million credit on the remeasurement of the deferred contingent consideration.