Pro forma financial information reflecting all acquisitions has not been presented because the impact, individually and collectively, on revenues and net income is not material. Amounts allocated to goodwill that are attributable to expected synergies are not expected to be deductible for tax purposes.

In the year ended December 31, 2022, the Company completed various acquisitions that collectively complemented its existing product offerings of to the Company’s existing businesses. The following table reflects the consideration transferred and the respective reportable segment for each of the 2022 acquisitions (in millions):


	PreOmics GmbH			Optimal Industrial Automation and Technologies			Inscopix, Inc.
Segment	BSI CALID			BSI BioSpin			BSI Nano
Consideration Transferred:
Cash paid	$	52.1		$	40.3		$	101.5
Cash acquired		(16.0	)		(6.2	)		(12.1	)
Fair value of hybrid financial instruments - founders		20.9			—			—
Fair value of redeemable noncontrolling interest - other shareholders		6.8			—			—
Fair value of contingent consideration		—			0.4			—
Working capital adjustment		—			—			0.6
Total consideration transferred	$	63.8		$	34.5		$	90.0
Allocation of Consideration Transferred:
Accounts receivable	$	0.4		$	1.9		$	3.2
Inventories		0.6			—			2.5
Other current assets		0.7			0.8			0.9
Property, plant and equipment		1.3			0.1			0.5
Other assets		0.4			0.8			4.7
Intangible assets:
Technology		12.5			5.9			26.6
Customer relationships		6.9			12.9			20.8
Backlog		—			1.1			—
Trade name		1.9			1.2			3.2
Goodwill		47.0			18.6			52.2
Liabilities assumed		(7.9	)		(8.8	)		(24.6	)
Total consideration allocated	$	63.8		$	34.5		$	90.0

On January 18, 2022, the Company acquired a 74.15% interest in PreOmics GmbH, (“PreOmics”), a privately held company, for a purchase price of EUR 46.1 million (approximately $52.1 million). PreOmics is a provider of sample preparation and automation solutions for proteomic analysis by mass spectrometry systems. PreOmics is located in Munich, Germany and was integrated into BSI CALID Segment.

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 25.85% of PreOmics for cash at a contractually defined redemption value for both the original founders and other shareholders of PreOmics, exercisable beginning in 2026. The fair value of these rights has been bifurcated into two financial instruments to separately account for the amounts attributable to the founders and the amount attributable to other shareholders.

The rights (embedded derivative) associated with the founders can be accelerated, at a discounted redemption value, upon certain events related to post combination employment services. As the options are tied to continued employment, the Company classified the hybrid instrument (noncontrolling interest with an embedded derivative) as a long-term liability on the consolidated balance sheet. The hybrid instrument associated with the founders is initially measured at fair value on the acquisition date. Subsequent to the acquisition, the carrying value of the hybrid instrument is remeasured to fair value with changes recorded to stock-based compensation expense in proportion to the requisite service period vested.

The rights associated with the other noncontrolling interest shareholders are contingently redeemable at the option. As redemption of the rights is contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of the redeemable noncontrolling interest in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The redeemable noncontrolling interest is initially measured at fair value and subsequently at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings.

The Company completed the fair value allocation during 2022. The amortization period for the intangible assets acquired is nine years for technology, and twelve years for the trade name and customer relationships.

On April 1, 2022, the Company completed a share purchase agreement to acquire 100% of the outstanding stock of Optimal Industrial Technologies Limited ("OIT") and Optimal Industrial Automation Limited ("OIA"), collectively, "Optimal". The purchase price for the outstanding shares of Optimal was approximately GBP 30.7 million (approximately $40.3 million) with the potential for additional contingent consideration of up to GBP 3.4 million (approximately $4.5 million). OIA and OIT, provide industrial automation solutions and Process Analytical Technology (“PAT”) software and services to Life Sciences, Pharmaceutical, Chemical, Fast-Moving Consumer Goods, Power Generation and Food & Beverage customers around the globe. The Optimal Industrial Companies are closely related as OIA is a PAT software company, which develops and sells “turn-key industrial solution”, and OIT is a services company, which provides PAT expertise related to the software in addition to 24/7 integration support. Optimal is located in Bristol, England, and was integrated into the BSI BioSpin Segment. The Company accounted for the purchase of Optimal under the acquisition method.

The preliminary fair value allocation for Optimal included contingent consideration in the amount of GBP 0.3 million (approximately $0.4 million), which represented the estimated fair value of future payments to the former shareholders of Optimal based on achieving revenue targets in 2022. The Company expects to complete the fair value allocation during the measurement period. The amortization period for the intangible assets acquired is ten years for the technology, between twelve years and fourteen years for the customer relationships, and thirteen years for the trade names. The Company expects to amortize backlog through the second quarter of 2023.

On November 7, 2022, the Company completed a share purchase agreement to acquire 100% of the outstanding stock of Inscopix, Inc. ("Inscopix"). The purchase price for the outstanding shares of Inscopix was $101.5 million. Inscopix is a private company founded in 2011 from Stanford University research that led to the invention of the miniscope. The innovation at the core of the Inscopix brain-mapping platform is the integration and miniaturization of the benchtop fluorescence microscope into a 2-gram device that can be mounted onto the head of a freely behaving animal to observe its brain activity. These miniscopes are empowering advances in neuroscience research and preclinical research for the development of transformational therapeutics. Inscopix is located in Mountain View, California and will be integrated into the BSI Nano Segment. The Company accounted for the purchase of Inscopix under the acquisition method.

The Company expects to complete the fair value allocation during the measurement period. The amortization period for the intangible assets acquired is ten years for the technology and customer relationships, and twelve years for the trade name.

In addition to the PreOmics, Optimal and Inscopix acquisitions in 2022, the Company completed various other acquisitions accounted for under the acquisition method that complemented the Company’s existing product offerings. The following table reflects the consideration transferred and the respective reportable segment for these acquisitions (in millions):


Name of Acquisition	Date Acquired	Segment	Total Consideration		Cash Consideration
Prolab Instruments GmbH	January 17, 2022	BSI CALID	$	5.7	$	5.5
PepSep Holding ApS	February 1, 2022	BSI CALID		4.1		2.8
IonSense, Inc	April 5, 2022	BSI CALID		9.5		8.1
Neurescence, Inc.	November 30, 2022	BSI Nano		7.5		7.1
			$	26.8	$	23.5

In addition to the acquisitions noted above, in 2022 the Company completed minority strategic investments that complemented the Company’s existing product offerings. The following table (in millions) reflects the consideration transferred and the respective reportable segment for the investments. For those investments accounted for under the alternative measurement these values also represent the carrying value at December 31, 2022. No impairments have been recognized on these investments.

Name

Acquisition /
Investment

Financial
Statement
Classification

Date Acquired

Segment

Total
Consideration

Cash
Consideration

PrognomiQ, Inc

Investment

Other long-term assets

February 16, 2022

BSI CALID

12.0

12.0

Tofwerk, AG

Investment

Other long-term assets

April 28, 2022

BSI CALID

18.6

18.6

Kiyatec, Inc

Investment

Other long-term assets

November 23, 2022

BSI CALID

9.3

9.3

Other Investments

Investment

Other long-term assets

Various

BSI CALID

20.3

20.3

60.2

60.2

The Company's investments in Tofwerk, AG and Eliptica Limited amount to an equity investment in common stock of 40% and 20%, respectively, and are accounted for using the equity-method of accounting. The Company accounts for the investments under the equity method if the Company has the ability to exercise significant influence, but not control, over an investee. Investments in equity-method investees are included within "Other long-term assets" in the consolidated balance sheets. The Company's proportional share of the earnings or losses as reported by equity-method investees are classified as "Equity in income of unconsolidated investees, net of tax" in the consolidated statements of income and comprehensive income. The Company regularly evaluates these investments, which are not carried at fair value, for other-than-temporary impairment. The Company records investments, including incremental investments, of shares in equity-method investees at cost. In the event the Company no longer has the ability to exercise significant influence over an equity-method investee, the Company would discontinue accounting for the investment under the equity method.

On January 3, 2023, the Company acquired 100% of Biognosys, AG ("Biognosys") for CHF 75 million (approximately $80.1 million). In connection with the acquisition, the Company issued and sold stock in Biognosys to the two founding shareholders representing a 2.8% ownership interest in Biognosys. The Company and the founding shareholders each have put/call rights associated with the minority interest.

On January 4, 2023, the Company acquired Acquifer Imaging GmbH and Deltabyte GmbH for EUR 7.2 million (approximately $7.7 million).

On August 24, 2021, the Company acquired SCI Instruments (“SCI”), a privately held company, for a purchase price of $28.0 million with the potential for additional consideration of up to $4.0 million based on revenue and gross margin achievements in the calendar years 2022 and 2023. SCI is a manufacturer of advanced metrology systems and analysis software and serves major companies in the semiconductor, optoelectronics, data storage, display, MEMS, and optical coating industries. SCI will be integrated into the BSI Nano Segment. The acquisition was accounted for under the acquisition method.

The fair value allocation included contingent consideration in the amount of $1.0 million, which represented the estimated fair value of future payments to the former shareholders of SCI based on achieving revenue and gross margin targets for the calendar years 2022 and 2023. The Company completed the fair value allocation during 2022. The amortization period for the intangible assets acquired is ten years for the trade name and technology, and nine years for the customer relationships. The backlog intangible asset was fully amortized.

On November 17, 2021, the Company acquired Molecubes NV (“Molecubes”), a privately held company, for a purchase price of EUR 18.7 million (approximately $21.1 million) with the potential for additional consideration of up to EUR 3.0 million (approximately $3.4 million) based on revenue and gross margin achievements. Molecubes manufactures and sells preclinical imaging CUBES that enable researchers to perform high-performance SPECT/CT and PET/CT studies without the need for complex system handling. The acquisition was accounted for under the acquisition method.

The fair value allocation included contingent consideration in the amount of EUR 0.4 million (approximately $0.4 million), which represented the estimated fair value of future payments to the former shareholders of Molecubes based on achieving revenue and gross margin targets in 2021 and 2022. The Company completed the fair value allocation during 2022. The amortization period for the intangible assets acquired is ten years for the trade name, technology, and customer relationships. The backlog intangible asset was fully amortized.


	SCI Instruments			Molecubes NV
Segment	BSI Nano			BSI BioSpin
Consideration Transferred:
Cash paid	$	28.0		$	21.1
Fair value of contingent consideration		1.0			0.4
Working capital adjustment		(0.6	)		—
Total consideration transferred	$	28.4		$	21.5
Allocation of Consideration Transferred:
Cash	$	—		$	1.1
Accounts receivable		—			1.2
Inventories		1.0			1.5
Other current assets		—			0.3
Property, plant and equipment		—			0.1
Intangible assets:
Technology		7.1			3.4
Customer relationships		6.4			2.4
Trade name		0.4			0.5
Backlog		1.2			0.1
Goodwill		12.6			14.1
Deferred taxes		—			(1.6	)
Liabilities assumed		(0.3	)		(1.6	)
Total consideration allocated	$	28.4		$	21.5

In addition to the SCI and Molecubes acquisitions, in 2021 the Company completed various other acquisitions accounted for under the acquisition method that complemented the Company’s existing product offerings. The following table reflects the consideration transferred and the respective reportable segment for these acquisitions (in millions):


Name of Acquisition	Date Acquired	Segment	Total Consideration		Cash Consideration
Creative Instruments	July 1, 2021	BSI CALID	$	1.0	$	1.0
SVXR, Inc	September 9, 2021	BSI Nano		13.4		11.9
			$	14.4	$	12.9

In addition to the acquisitions noted above, in 2021 the Company completed minority strategic investments that complemented the Company’s existing product offerings. The following table reflects the consideration transferred and the respective reportable segment for the acquisitions (in millions):

Name

Acquisition /
Investment

Financial
Statement
Classification

Date Acquired

Segment

Total
Consideration

Cash
Consideration

Glycopath Inc.

Investment

Other long-term assets

February 18, 2021

BSI CALID

2.0

2.0

IonPath Inc.

Investment

Other long-term assets

March 18, 2021

BSI CALID

2.0

2.0

Olaris, Inc.

Investment

Other long-term assets

September 23, 2021

BSI BioSpin

0.5

0.5

4.5

4.5