Exhibit 99.3

ENOVIS CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

SEPTEMBER 30, 2023

1

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2023

($ in thousands)

	Enovis Historical As of September 30, 2023			Lima Historical As of September 30, 2023 (Note 2)			Transaction Accounting Adjustments			Note 4	Financing Adjustments			Note 4	Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	32,129		$	28,653		$	(777,790	)	(a)	$	781,315		(a)	$	64,307
Trade receivables, less allowance for credit losses		277,029			76,925			—				—				353,954
Inventories, net		470,913			96,153			38,459		(b)		—				605,525
Prepaid expenses		28,974			3,121			—				—				32,095
Other current assets		45,142			13,055			—				—				58,197
Total current assets		854,187			217,907			(739,331	)		$	781,315				1,114,078
Property, plant and equipment, net		260,190			73,868			102,025		(m)		—				436,083
Goodwill		2,027,154			405,881			(145,426	)	(c)		—				2,287,609
Intangible assets, net		1,100,959			21,785			319,215		(d)		—				1,441,959
Lease asset - right of use		63,487			7,646			—				—				71,133
Other assets		94,940			37,203			7,957		(o)		(8,000	)	(n)		132,100
Total assets	$	4,400,917		$	764,290		$	(455,560	)		$	773,315			$	5,482,962
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	—		$	19,205		$	(19,205	)	(e)	$	20,000		(j)	$	20,000
Accounts payable		125,060			35,284			—				—				160,344
Accrued liabilities		230,224			31,170			80,000		(f)		—				341,394
Total current liabilities		355,284			85,659			60,795				20,000				521,738
Long-term debt, less current portion		395,000			296,903			(296,903	)	(e)		823,277		(j)		1,218,277
Non-current lease liability		49,176			4,757			—				—				53,933
Other liabilities		159,725			42,117			126,443		(k)		—				328,285
Total liabilities		959,185			429,436			(109,665	)			843,277				2,122,233
Equity:
Common stock		55			10,423			(10,423	)	(g)		—				55
Additional paid-in capital		2,952,975			417,403			(417,403	)	(h)		(61,962	)	(l)		2,891,013
Retained earnings		539,507			(92,972	)		81,931		(i)		(8,000	)	(n)		520,466
Accumulated other comprehensive loss		(52,915	)		—			—				—				(52,915	)
Total shareholders’ equity		3,439,622			334,854			(345,895	)			(69,962	)			3,358,619
Noncontrolling interest		2,110			—			—				—				2,110
Total equity		3,441,732			334,854			(345,895	)			(69,962	)			3,360,729
Total liabilities and equity	$	4,400,917		$	764,290		$	(455,560	)		$	773,315			$	5,482,962

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

2

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For The Nine Months Ended September 30, 2023

($ in thousands)

	Enovis Historical Nine Months Ended September 30, 2023			Lima Historical Nine Months Ended September 30, 2023 (Note 2)			Transaction Accounting Adjustments			Note 5		Financing Adjustments			Note 5		Pro Forma Combined
Net sales	$	1,252,177		$	220,370		$	—				$	—				$	1,472,547
Cost of sales		525,787			70,284			12,003			(a), (f)		—					608,074
Gross profit (loss)		726,390			150,086			(12,003	)				—					864,473
Selling, general and administrative expense		619,294			136,575			5,597			(f)		—					761,466
Research and development expense		57,012			13,315			—					—					70,327
Amortization of acquired intangibles		98,256			3,590			12,910			(c)		—					114,756
Insurance settlement loss (gain)		—			—			—					—					—
Restructuring and other charges		11,782			41,259			—					—					53,041
Total operating expenses		786,344			194,739			18,507					—					999,590
Operating income (loss)		(59,954	)		(44,653	)		(30,510	)				—					(135,117	)
Interest expense, net		15,496			27,626			(27,886	)		(d)		42,408			(d)		57,644
Debt extinguishment charges		—			—			—					—					—
Unrealized (gain) loss on investment in ESAB Corporation		—			—			—					—					—
Other (income) expense, net		(665	)		(6,707	)		—					—					(7,372	)
Income (loss) from continuing operations before taxes		(74,785	)		(65,572	)		(2,624	)				(42,408	)				(185,389	)
Income tax benefit		(17,878	)		(9,929	)		(717	)		(e)		(11,591	)				(40,115	)
Net income (loss) from continuing operations		(56,907	)		(55,643	)		(1,907	)				(30,817	)				(145,274	)
Income (loss) from discontinued operations, net of taxes		21,096			—			—					—					21,096
Net income (loss)		(35,811	)		(55,643	)		(1,907	)				(30,817	)				(124,178	)
Less: Net income attributable to noncontrolling interest from continued operations – net of taxes		414			—			—					—					414
Less: Net income attributable to noncontrolling interest from discontinued operations – net of taxes		—			—			—					—					—
Net income (loss) attributable to Enovis Corporation	$	(36,225	)	$	(55,643	)	$	(1,907	)			$	(30,817	)			$	(124,592	)
Net income (loss) per share - basic
Continuing operations		(1.05	)															(2.66	)
Discontinued operations		0.39																0.39
Consolidated operations		(0.67	)															(2.27	)
Net income (loss) per share - diluted
Continuing operations		(1.05	)															(2.66	)
Discontinued operations		0.39																0.39
Consolidated operations		(0.67	)															(2.27	)

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

3

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2022

($ in thousands)

	Envois Historical Year Ended December 31, 2022			Lima Historical Year Ended December 31, 2022 (Note 2)			Transaction Accounting Adjustments			Note 5		Financing Adjustments			Note 5		Pro Forma Combined
Net sales	$	1,563,101		$	261,255		$	—				$	—				$	1,824,356
Cost of sales		693,718			84,559			30,995			(a) (f)		—					809,272
Gross profit		869,383			176,696			(30,995	)				—					1,015,084
Selling, general and administrative expense		772,913			147,325			18,405			(b) (f)		—					938,643
Research and development expense		60,827			17,988			—					—					78,815
Amortization of acquired intangibles		126,301			9,101			12,899			(c)		—					148,301
Insurance settlement gain		(36,705	)		—			—					—					(36,705	)
Restructuring and other charges		17,225			16,981			—					—					34,206
Total operating expenses		940,561			191,395			31,304					—					1,163,260
Operating income (loss)		(71,178	)		(14,699	)		(62,299	)				—					(148,176	)
Interest expense, net		24,052			15,795			(15,927	)		(d)		58,052			(d)		81,972
Debt extinguishment charges		20,396			—			—					8,000			(g)		28,396
Unrealized (gain) loss on investment in ESAB Corporation		(102,669	)		—			—					—					(102,669	)
Gain on cost basis investment		(8,800	)		—			—					—					(8,800	)
Other (income) expense, net		(2,088	)		(10,678	)		—					—					(12,766	)
Income (loss) from continuing operations before taxes		(2,069	)		(19,816	)		(46,372	)				(66,052	)				(134,309	)
Income tax benefit		36,120			6,861			(12,674	)		(e)		(15,867	)				14,440
Net income (loss) from continuing operations		(38,189	)		(26,677	)		(33,698	)				(50,185	)				(148,749	)
Income (loss) from discontinued operations, net of taxes		26,430			—			—					—					26,430
Net income (loss)		(11,759	)		(26,677	)		(33,698	)				(50,185	)				(122,319	)
Less: Net income attributable to noncontrolling interest from continued operations – net of taxes		567			—			—					—					567
Less: Net income attributable to noncontrolling interest from discontinued operations – net of taxes		966			—			—					—					966
Net income (loss) attributable to Enovis Corporation	$	(13,292	)	$	(26,677	)	$	(33,698	)			$	(50,185	)			$	(123,852	)
Net income (loss) per share - basic
Continuing operations		(0.72	)															(2.75	)
Discontinued operations		0.47																0.47
Consolidated operations		(0.25	)															(2.28	)
Net income (loss) per share - diluted
Continuing operations		(0.72	)															(2.75	)
Discontinued operations		0.47																0.47
Consolidated operations		(0.25	)															(2.28	)

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

4

Note 1 – Basis of Presentation

The Acquisition is preliminarily being accounted for as a business combination using the acquisition method with Enovis as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Under this method of accounting, the aggregate transaction consideration will be allocated to Lima’s assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the Acquisition. The process of valuing the net assets of Lima immediately prior to the Acquisition is preliminary. Any differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the aggregate transaction consideration allocation and related adjustments reflected in this unaudited pro forma condensed combined financial information are preliminary and subject to revision based on a final determination of fair value.

The Company and certain of its subsidiaries entered into an Amendment of its Existing Credit Agreement to provide for the Term Loan Facility. The Company has additionally authorized the issuance of its $460,000,000 of 3.875% Convertible Senior Notes due 2028 as part of the offering, and will use a portion of the proceeds from this offering of Convertible Notes, together with approximately $400 million of borrowings from the Term Loan Facility and cash on hand, to fund the cash purchase price for the Lima Acquisition.

The unaudited pro forma condensed combined financial information presented is for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Acquisition and Debt Financing had been completed on the dates set forth above, nor is it indicative of the future results or financial position of the Business. In addition, the unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dissynergies, operating efficiencies or cost savings that may result from the Acquisition.

All amounts presented within the notes to the unaudited pro forma condensed combined financial statements are presented in thousands of U.S. Dollars and have been prepared by applying Envois’ historical accounting policies. The unaudited pro forma condensed combined balance sheet as of September 30, 2023 gives effect to the Acquisition and the Debt Financing as if those transactions had been completed on September 30, 2023, and are applied to the unaudited condensed combined balance sheet of Enovis as of September 30, 2023.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 and the nine months ended September 30, 2023 give effect to the Acquisition and the Debt Financing as if those transactions had occurred on January 1, 2022, the first day of fiscal year 2022 and are applied to the historical results of Enovis.

The assumptions and estimates underlying the adjustments to the pro forma financial statements are described in the accompanying notes.

The pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed. The pro forma adjustments have been made solely for the purpose of providing unaudited pro forma combined financial information and actual adjustments, when recorded, may differ materially.

The pro forma financial statements have been prepared for illustrative purposes only and may not be indicative of the operating results or financial condition that would have been achieved if the Transactions had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position for any future period or as of any future date. In addition to the pro forma adjustments, various other factors will have an effect on the financial condition and results of operations after the completion of the Transactions. The actual balance sheet and statements of operations may differ materially from the pro forma amounts reflected herein due to a variety of factors.

The historical financial statements of Enovis were prepared in accordance with U.S. GAAP and have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma adjustments which are necessary to account for the Acquisition and the Debt Financing. The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable.

5

Note 2 – Adjustments to the Historical Financial Information of Lima

The historical financial information of Lima was prepared in accordance with IFRS issued by the International Accounting Standards Board (IASB) and presented in EUR.

Reclassification adjustments have been made to Lima’s historical financial information to comply with Enovis’ presentation.

The historical financial information was translated from EUR to USD using the following historical exchange rates:

	EUR to USD
Period end exchange rate as at September 30, 2023	$	1.06
Average exchange rate for the 9 months ended September 30, 2023		1.08
Average exchange rate for the year ended December 31, 2022		1.05

6

UNAUDITED SCHEDULE OF ADJUSTED CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION OF LIMA

As of September 30, 2023

(in thousands)

	IFRS														U.S. GAAP
	Lima historical September 30, 2023 EUR		IFRS to U.S. GAAP differences - EUR			Note			Presentation Reclassification EUR			Note			Lima adjusted historical September 30, 2023 EUR		Lima adjusted historical September 30, 2023 USD
ASSETS
Current assets:
Cash and cash equivalents	€	27,127	€	—					€	—					€	27,127	$	28,653
Trade receivables		72,829		—						—						72,829		76,925
Inventories		91,033		—						—						91,033		96,153
Prepaid expenses		—		—						2,955			(aa	)		2,955		3,121
Other current assets		13,929		—						(1,569	)		(aa	)		12,360		13,055
Current tax assets		1,386		—						(1,386	)		(aa	)		—		—
Total current assets		206,304		—						—						206,304		217,907
Property, plant and equipment		77,173		(7,239	)		(b	)		—						69,934		73,868
Goodwill		384,268		—						—						384,268		405,881
Intangible assets, net		—		—						20,625			(bb	)		20,625		21,785
Other intangible assets		20,625		—			(a	)		(20,625	)		(bb	)		0		—
Lease asset - right of use		—		7,239			(b	)		—						7,239		7,646
Other assets		—		—						35,222			(cc	)		35,222		37,203
Equity investments		2		—						(2	)		(cc	)		—		—
Deferred tax assets		33,322		—						(33,322	)		(cc	)		—		—
Other non-current financial assets		940		—						(940	)		(cc	)		—		—
Other non-current assets		958		—						(958	)		(cc	)		—		—
Total assets	€	723,592	€	—					€	—					€	723,592	$	764,290

7

UNAUDITED SCHEDULE OF ADJUSTED CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION OF LIMA

(continued)

As of September 30, 2023

(in thousands)

	IFRS													U.S. GAAP
	Lima historical September 30, 2023 EUR			IFRS to U.S. GAAP differences - EUR			Note		Presentation Reclassification EUR			Note		Lima adjusted historical September 30, 2023 EUR			Lima adjusted historical September 30, 2023 USD
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	€	—		€	—				€	18,182			(dd)	€	18,182		$	19,205
Trade payables		33,405			—					—					33,405			35,284
Accrued liabilities		—			1,920			(b)		27,590			(ee)		29,510			31,170
Current financial liabilities		20,102			(1,920	)		(b)		(18,182	)		(dd)		—			—
Current tax liabilities		1,917			—					(1,917	)		(ee)		—			—
Other current liabilities		25,673			—					(25,673	)		(ee)		—			—
Total current liabilities		81,098			—					—					81,098			85,659
Long-term debt, less current portion		—			—					281,093			(ff)		281,093			296,903
Non-current lease liability		—			4,504			(b)		—					4,504			4,757
Other liabilities		—			—					39,874			(gg)		39,874			42,117
Non current financial liabilities		285,597			(4,504	)		(b)		(281,093	)		(ff)		—			—
Employee benefits		1,258			—					(1,258	)		(gg)		—			—
Deferred tax liabilities		9,273			—					(9,273	)		(gg)		—			—
Provisions for risks and charges		29,473			(1,000	)		(c)		(28,473	)		(gg)		—			—
Other non-current liabilities		870			—					(870	)		(gg)		—			—
Total liabilities	€	407,568		€	(1,000	)			€	—				€	406,568		$	429,436
Equity
Common stock		—			—					9,868			(hh)		9,868			10,423
Share capital		9,868			—					(9,868	)		(hh)		—			—
Additional paid-in capital		—			—					395,176			(ii)		395,176			417,403
Share premium reserve		14,425			—					(14,425	)		(ii)		—			—
Other reserves		380,751			—					(380,751	)		(ii)		—			—
Retained earnings		—			—			(a)		(88,020	)		(jj)		(88,020	)		(92,972	)
Retained earnings (accumulated deficit)		(41,236	)		—					41,236			(jj)		—			—
Profit (loss) for the year		(47,784	)		1,000			(c)		46,784			(jj)		—			—
Accumulated other comprehensive loss		—			—					—					—			—
Total shareholders’ equity		316,024			1,000					—					317,024			334,854
Noncontrolling interest		—			—					—					—			—
Total equity		316,024			1,000					—					317,024			334,854
Total liabilities and equity	€	723,592		€	—				€	—				€	723,592		$	764,290

8

UNAUDITED SCHEDULE OF ADJUSTED CONDENSED COMBINED STATEMENT OF OPERATIONS OF LIMA

For The Nine Months Ended September 30, 2023

(in thousands)

	IFRS											U.S. GAAP
	Lima nine months ended September 30, 2023			IFRS to U.S. GAAP differences - EUR			Note	Presentation Reclassification EUR			Note	Lima adjusted nine months ended September 30, 2023 EUR			Lima adjusted nine months ended September 30, 2023 USD
Revenue	€	200,736		€	—			€	(200,736	)	(aa)	€	—		$	—
Other revenues and income		4,214			—				(4,214	)	(aa, kk)		—			—
Raw materials, consumables, supplies and goods		50,902			—				(50,902	)	(bb, dd)		—			—
Services		63,036			8,283		(a,b)		(71,319	)	(bb, cc, dd)		—			—
Change in W.I.P., semi-finished products and finished		(3,890	)		—				3,890		(bb)		—			—
Personnel expenses		67,412			—				(67,412	)	(bb, cc)		—			—
Amortisation and depreciation		22,972			(3,883	)	(b)		(19,089	)	(ee)		—			—
Impairment losses on trade receivables		944			—				(944	)	(ff)		—			—
Impairment losses on fixed assets		38,082			—				(38,082	)	(gg)		—			—
Other operating costs		10,565			(1,000	)	(c)		(9,565	)	(cc)		—			—
Internal work capitalised		(9,156	)		—				9,156		(bb, cc)		—			—
Financial income		(11,574	)		—				11,574		(hh, ii)		—			—
Financial expense		32,605			175		(b)		(32,780	)	(hh, ii)		—			—
Income taxes		(9,164	)		—				9,164		(jj)		—			—
Net sales		—			—				203,401		(aa)		203,401			220,370
Cost of sales		—			—				64,872		(bb, ee)		64,872			70,284
Selling, general and administrative expense		—			—				126,059		(cc, ee, ff)		126,059			136,575
Research and development expense		—			—				12,290		(dd)		12,290			13,315
Amortization of acquired intangibles		—			—				3,314		(ee)		3,314			3,590
Restructuring and other charges		—			—				38,082		(gg)		38,082			41,259
Interest expense, net		—			—				25,499		(hh)		25,499			27,626
Other (income) expense, net		—			—				(6,191	)	(ii, kk)		(6,191	)		(6,707	)
Income tax benefit	€	—		€	—			€	(9,164	)	(jj)	€	(9,164	)	$	(9,929	)

9

UNAUDITED SCHEDULE OF ADJUSTED CONDENSED COMBINED STATEMENT OF OPERATIONS OF LIMA

For The Year Ended December 31, 2022

(in thousands)

	IFRS											U.S. GAAP
	Lima Year Ended December 31, 2022 EUR			IFRS to U.S. GAAP differences - EUR			Note	Presentation Reclassification EUR			Note	Lima adjusted Year Ended December 31, 2022 EUR			Lima adjusted Year Ended December 31, 2022 USD
Revenue	€	245,669		€	—			€	(245,669	)	(aa)	€	—		$	—
Other revenues and income		5,798			—				(5,798	)	(aa, kk)		—			—
Raw materials, consumables, supplies and goods		56,391			—				(56,391	)	(bb, dd)		—			—
Services		81,645			11,655		(a,b)		(93,300	)	(bb, cc, dd)		—			—
Change in W.I.P., semi-finished products and finished		887			—				(887	)	(bb)		—			—
Personnel expenses		76,858			—				(76,858	)	(bb, cc)		—			—
Amortisation and depreciation		35,408			(5,335	)	(b)		(30,073	)	(ee)		—			—
Impairment losses on trade receivables		502			—				(502	)	(ff)		—			—
Impairment losses on fixed assets		16,152			—				(16,152	)	(gg)		—			—
Other operating costs		1,857			—				(1,857	)	(cc)		—			—
Internal work capitalised		(13,532	)		—				13,532		(bb, cc)		—			—
Financial income		(14,561	)		—				14,561		(hh, ii)		—			—
Financial expense		22,609			(220	)	(b)		(22,389	)	(hh, ii)		—			—
Income taxes expense (benefit)		6,526			—				(6,526	)	(jj)		—			—
Net sales		—			—				248,506		(aa)		248,506			261,255
Cost of sales		—			—				80,433		(bb, ee)		80,433			84,559
Selling, general and administrative expense		—			—				140,136		(cc, ee, ff)		140,136			147,325
Research and development expense		—			—				17,110		(dd)		17,110			17,988
Amortization of acquired intangibles		—			—				8,657		(ee)		8,657			9,101
Restructuring and other charges		—			—				16,152		(gg)		16,152			16,981
Interest expense, net		—			—				15,024		(hh)		15,024			15,795
Other (income) expense, net		—			—				(10,157	)	(ii, kk)		(10,157	)		(10,678	)
Income tax benefit	€	—		€	—			€	6,526		(jj)	€	6,526		$	6,861

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Statement of financial position IFRS to U.S. GAAP and Reclassification Adjustments

a - Under U.S. GAAP, only certain development costs that are proven to have alternative future use can be capitalized. As some of the costs incurred by Lima do not have alternative future use, such capitalized costs would be adjusted under U.S. GAAP, however, the balance will be valued in connection with purchase accounting and no adjustment is reflected herein for the IFRS to U.S. GAAP conversion.

b - As of January 1, 2019, Enovis and Lima adopted ASC 842, Leases and IFRS 16, Leases, respectively. U.S. GAAP follows finance lease and operating lease models for lessees, which impacts the pattern of expense recognition associated with the lease. Under IFRS, lessees account for all their leases under one accounting model, which is effectively equivalent to that of a finance lease under U.S. GAAP. To comply with U.S. GAAP, the unaudited Schedule of Adjusted Condensed Combined Statement of Financial Position as of September 30, 2023 includes a reclassification to Lease asset – right-of-use of €7.2 million, Accrued liabilities of €1.9 million, and Non-current lease liability of €4.5 million. The company is continuing to evaluate the classification of potential finance leases under US GAAP.

c - As of September 30, 2023, Lima’s Provisions for risks and charges includes an accrued liability for legal defense costs. As Enovis does not include such costs in estimates of loss accruals under ASC 450, an adjustment to reverse the effect of such legal defense costs is recorded on the unaudited Schedule of Adjusted Condensed Combined Statement of Financial Position as of September 30, 2023.

aa – Adjustment to reclassify a portion of Lima’s Other current assets to Prepaid expenses and Lima’s Current tax assets to Other current assets

bb – Adjustment to reclassify Lima’s Other intangible assets to Intangible assets, net

cc – Adjustment to reclassify Lima’s Equity investments, Deferred tax assets, Other non-current financial assets, and Other non-current assets to Other assets

dd – Adjustment to reclassify Lima’s Current financial liabilities to Current portion of long-term debt

ee – Adjustment to reclassify Lima’s Current tax liabilities, and Other liabilities to Accrued liabilities

ff – Adjustment to reclassify Lima’s Non-current financial liabilities to Long-term debt

gg – Adjustment to reclassify Lima’s Other non-current liabilities, Employee benefits, Deferred tax liabilities, and Provision for risks and charges to Other liabilities

hh – Adjustment to reclassify Lima’s Share capital to Common stock

ii – Adjustment to reclassify Lima’s Share premium reserve, and Other reserves to Additional paid-in capital

jj – Adjustment to reclassify Lima’s Retained earnings (accumulated deficit), and Profit (loss) for the year to Retained earnings

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Statement of operations IFRS to U.S. GAAP and Reclassification Adjustments

a - To adjust for certain development costs capitalized by Lima into intangible assets, net. Lima capitalizes certain costs such as software licenses and research and development to intangible assets in accordance with IFRS. Under U.S. GAAP, only research and development costs that are proven to have alternative future use can be capitalized. As some of the costs incurred by Lima do not have alternative future use, such capitalized costs are adjusted. The impact of the adjustment on the unaudited Schedule of Adjusted Condensed Combined Statement of Operations for the nine months ended September 30, 2023 and year ended December 31, 2022 is calculated as the incremental expense that would have been recorded in accordance with U.S. GAAP during the respective periods. The adjustments result in an increase to Services for the nine months ended September 30, 2023 and year ended December 31, 2022 totaling €4.6 million and €6.1 million, respectively.

b - As of January 1, 2019, Enovis and Lima adopted ASC 842, Leases and IFRS 16, Leases, respectively. U.S. GAAP follows finance lease and operating lease models for lessees, which impacts the pattern of expense recognition associated with the lease. Under IFRS, lessees account for all their leases under one accounting model, which is effectively equivalent to that of a finance lease under U.S. GAAP. To comply with U.S. GAAP, the unaudited Schedule of Adjusted Condensed Combined Statement of Operations for the nine months ended September 30, 2023 and year ended December 31, 2022 includes a reclassification from Depreciation and Amortisation and Financial Expense to Services of €3.7 million and €5.6 million, respectively. The company is continuing to evaluate the classification of potential finance leases under US GAAP.

c - For the nine months ended September 30, 2023, Lima’s Other operating costs includes certain activity for legal defense costs. As Enovis does not include such costs in estimates of loss accruals under ASC 450, an adjustment to reverse the effect of such legal defense costs is recorded on the unaudited Schedule of Adjusted Condensed Combined Statement of Operations for the nine months ended September 30, 2023.

aa – Adjustment to reclassify Lima’s Revenue and a portion of Other revenues and income to Net sales. Reclassification to Net sales consists of revenue related to sales activities

bb – Adjustment to reclassify Lima’s Raw materials, Change in W.I.P., semi-finished products and finished, Services, Personnel, and Internal work capitalised to Cost of sales. Reclassification to Cost of sales consists of raw material costs, changes in W.I.P., semi-finished products and finished, personnel costs and services costs related to production

cc – Adjustment to reclassify Lima’s Services, Personnel, Internal work capitalised, and Other operating costs to Selling, general and administrative expense. Reclassification to Selling, general and administrative expense consist of service costs, salary and wages expense of employees

dd – Adjustment to reclassify Lima’s Raw materials and Services to Research and development expense. Reclassification to Research and development expense consist of raw material and services costs related to research and development activities

ee – Adjustment to reclassify Lima’s Amortisation and depreciation to Cost of Sales, Selling, general and administrative expense and Amortization of acquired intangibles

ff – Adjustment to reclassify Lima’s Impairment losses on trade receivables to Selling, general and administrative expense

gg – Adjustment to reclassify Lima’s Impairment losses on fixed assets to Restructuring and other charges

hh – Adjustment to reclassify a portion of Lima’s Financial income and Financial expense to Interest expense, net. Reclassification of Interest expenses consists of interest income and financial charges related to bonds and loans

ii – Adjustment to reclassify a portion of Lima’s Financial income and Financial expense to Other expense, net

jj – Adjustment to reclassify Lima’s Income tax expense (benefit) to Income tax expense (benefit)

kk – Adjustment to reclassify a portion of Lima’s Other revenues and income to Other expense, net

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Note 3 – Preliminary Aggregate Transaction Consideration and Allocation

Estimated Aggregate Transaction Consideration

The following table summarizes the preliminary estimated aggregate transaction consideration for the Lima Business:

(in thousands)	Amount
Closing cash consideration	$	415,740
Cash paid to settle Lima historical long-term debt		351,009
Estimated fair value of shares to be issued as contingent consideration (i)		80,000
Preliminary aggregate transaction consideration	$	846,749

(i) Reflects the preliminary fair value of the contingent consideration payable to Lima based on the historical share price of Enovis and will change through the closing date of the acquisition. As part of the purchase consideration, Enovis may issue up to 1,942,686 shares of Enovis common stock as a result of the arrangement within approximately 18 months after closing. The market price of the Enovis common stock may fluctuate between the timing of issuance, a 5% fluctuation in the market price of the common stock would have approximately a $3.5 million impact on the aggregate transaction consideration.

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Preliminary Aggregate Transaction Consideration Allocation

The assumed accounting for the Acquisition, including the preliminary aggregate transaction consideration, is based on provisional amounts, and the associated purchase accounting is not final. The preliminary allocation of the purchase price to the acquired assets and assumed liabilities was based upon the preliminary estimate of fair values. For the preliminary estimate of fair value of assets acquired and liabilities assumed of Lima, management used publicly available benchmarking information, as well as a variety of other assumptions, including market participant assumptions. Management is expected to use widely accepted income-based, market-based, and cost-based valuation approaches in connection with the finalization of purchase accounting for the Acquisition. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances. The purchase price adjustments applied to the historical financial information of Lima are preliminary and subject to change as additional information becomes available and as additional analyses are performed.

The following table summarizes the preliminary aggregate transaction consideration allocation, as if the Acquisition had been completed on September 30, 2023, with excess recorded to Goodwill:

(in thousands)	Amount
Preliminary aggregate transaction consideration	$	846,749
Assets
Cash and cash equivalents		28,653
Trade receivables		76,925
Inventories		134,612
Prepaid expenses		3,121
Other current assets		13,055
Property, plant and equipment		175,893
Intangible assets		341,000
Lease asset - right of use		7,646
Other assets		45,160
Total assets		826,065
Liabilities
Accounts payable		35,284
Accrued liabilities		31,170
Non-current lease liability		4,757
Other liabilities		168,560
Total liabilities		239,771
Less: Estimated preliminary net assets acquired		586,294
Goodwill (see Footnote 4(c))	$	260,455

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Note 4 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

Adjustments included in the Transaction Accounting Adjustments column and Financing Adjustments column in the accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2023 are as follows:

(a) Reflects adjustment to Cash and cash equivalents:

(in thousands)	Amount
Pro forma transaction accounting adjustments:
Estimated transaction costs (i)	$	(11,041	)
Cash paid to settle Lima historical long-term debt		(351,009	)
Cash paid for acquisition of Lima		(415,740	)
Net pro forma transaction accounting adjustments to Cash and cash equivalents	$	(777,790	)
Pro forma financing adjustments:
Cash from new Debt Financing, net of debt issuance costs and capped call fees (ii)	$	781,315
Net pro forma adjustments to Cash and cash equivalents	$	3,525

(i) These costs consist of legal advisory, financial advisory, accounting and consulting costs expected to be incurred by Enovis. This is a preliminary estimate of costs and is subject to change upon close of the Transactions.

(ii) New Debt Financing is reduced for debt issuance costs and original issue discount of $16.7 million as referenced in Footnote 4(j) and adjustments for capped call transaction of $56.0 million as referenced in Footnote 4(l).

(b) Represents a $38.5 million adjustment to the inventory balance to account for the preliminary adjustment to fair value of the inventory acquired as of the Acquisition Date. The estimated range of calculated value for inventory is based on preliminary estimates and assumptions. The final value determination of the acquired inventory may differ from this preliminary determination. The related assumptions and inputs will be refined as more data becomes available to determine the fair value indication.

(c) Preliminary adjustment to Goodwill, which represents the excess of the estimated aggregate transaction consideration over the preliminary fair value of the underlying assets acquired and liabilities assumed and the elimination of Lima’s historical Goodwill.

(in thousands)	Amount
Pro forma transaction accounting adjustments:
Goodwill resulting from the Acquisition (Note 3)	$	260,455
Elimination of the Lima historical Goodwill		(405,881	)
Net pro forma adjustments to Goodwill	$	(145,426	)

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(d) Reflects the preliminary purchase accounting adjustment for estimated intangibles based on the acquisition method of accounting. Adjustments to preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consists of the following:

(in thousands)	Preliminary Fair Value			Estimated Useful Life (Years)
Pro forma transaction accounting adjustments:
Estimated fair value – Technology	$	182,000			15
Estimated fair value – Customer Relationships		115,000			15
Estimated fair value – Trade Name		44,000			20
Less: Historical Lima Intangible assets, net of amortization		(21,785	)
Net pro forma adjustments to Intangible assets, net	$	319,215

(e) Reflects the settlement of historical Lima existing debt.

(f) Record estimated fair value of shares to be issued as contingent consideration.

(g) Reflects the elimination of Lima’s historical Common stock.

(h) Reflects the elimination of Lima’s historical Additional paid-in capital.

(i) Reflects the preliminary adjustment to Retained earnings, which includes the elimination of Lima’s historical Retained earnings.

(in thousands)	Amount
Pro forma transaction accounting adjustments:
Estimated transaction costs (i)	$	(11,041	)
Less: Historical Lima Retained earnings elimination		92,972
Net pro forma adjustments to Retained earnings	$	81,931

(i) These costs consist of legal advisory, financial advisory, accounting and consulting costs expected to be incurred by Enovis. This is a preliminary estimate of costs and is subject to change upon close of the Transactions.

(j) Reflects the Debt Financing obtained from the Lenders, net of unamortized debt issuance costs. The adjustment to current and long-term debt is comprised of the following items:

(in thousands)	Current portion of long-term debt		Long-term debt			Total
Pro forma financing adjustments:
Convertible Notes	$	—	$	460,000		$	460,000
Term Loan		20,000		380,000			400,000
Less: Debt issuance costs and original issue discount		—		(16,723	)		(16,723	)
Net pro forma financing adjustments	$	20,000	$	823,277		$	843,277

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(k) Reflects the adjustments to record a deferred tax liability of $126.4 million resulting from pro forma fair value adjustments for the assets acquired and liabilities assumed. The estimate of the deferred tax was determined based on the estimated book basis of the net assets acquired after the application of acquisition accounting as compared to the tax basis of the net assets acquired using an estimated blended statutory tax rate of 27.3% for Intangible assets, net and estimated statutory tax rate of 27.9% for Property, plant and equipment, net and Inventories, net. Adjustments to established deferred tax assets and liabilities due to refined determination of statutory rates, changes in tax elections, as well as the changes in the estimates of the fair value of assets acquired and liabilities assumed may occur in conjunction with the finalization of the acquisition accounting and these changes in estimates could be material.

(l) Reflects a $61.9 million adjustment to record the capped call transactions entered into in connection with the issuance of the Convertible Notes. As these transactions meet certain accounting criteria, the capped call transactions are recorded in Shareholders’ equity and are not accounted for as derivatives.

(m) Reflects the preliminary purchase accounting adjustment of $102.0 million for Property, plant and equipment based on the acquisition method of accounting.

(n) Reflects the extinguishment of deferred financing fees associated with the bridge financing.

(o) Reflects a $7.9 million indemnification asset related to the settlement of certain litigation matters as agreed to in the purchase agreement. The estimated indemnification asset approximates the value of the related liability at September 30, 2023 and is recorded as an adjustment to Other current assets in the pro forma condensed combined balance sheet.

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Note 5 – Pro Forma Adjustments to the Unaudited Condensed Combined Statement of Operations

Adjustments included in the Transaction Accounting Adjustments column and Financing Adjustments in the accompanying unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2023 and the fiscal year ended December 31, 2022 are as follows:

(a) Reflects $10.1 million for nine months ended September 30, 2023 and a $28.3 million for the year ended December 31, 2022 adjustments associated with the step-up in estimated fair value of Inventories, net recognized through Cost of sales during the 18 months after the acquisition.

A 10% change in the estimated fair value of Inventories, net would cause a corresponding increase or decrease in Cost of sales of approximately $1.0 million and $2.8 million for the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively. Pro forma Cost of sales is preliminary and based on assumption that the inventory will be sold within 18 months of the closing date after the Transaction. The amount of Cost of sales following the Transaction may differ significantly between periods based upon the final value assigned and actual inventory turnover for each period.

(b) Reflects a $11.0 million adjustments to Selling, general and administrative expense (“SG&A”) related to expected transaction expenses.

(c) The following table reflects adjustments to Amortization of acquired intangibles related to amortization expense for the newly identified intangible assets, less the amortization expense on Lima’s historical intangible assets. Management is still in the process of evaluating the fair value of the intangible assets. Any resulting change in the fair value would have a direct impact to amortization expense, which could be material.

(in thousands)	For the Nine Months Ended September 30, 2023			For the Year Ended December 31, 2022
Pro forma transaction accounting adjustments:
Amortization expense of Technology	$	9,100		$	12,133
Amortization expense of Customer Relationships		5,750			7,667
Amortization expense of Trade Name		1,650			2,200
Less: Historical amortization		(3,590	)		(9,101	)
Net pro forma adjustments to Amortization of acquired intangibles	$	12,910		$	12,899

A 10% change in the valuation of technology intangible assets, customer relationship intangible assets, and trade name intangible assets would cause a corresponding increase or decrease in the amortization expense of approximately $1.7 million and $2.2 million for the nine months ended September 30, 2023 and the year ended December 31, 2022, respectively. Pro forma amortization is preliminary and based on the use of straight-line amortization. The amount of amortization following the Acquisition may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset.

(d) Reflects the expense related to the financing and amortization of issuance costs related to the Transactions:

(in thousands)	For the Nine Months Ended September 30, 2023			For the Year Ended December 31, 2022
Pro forma transaction adjustments:
Remove historical Lima Interest expense	$	(27,886	)	$	(15,927	)
Pro forma financing adjustments:
Interest expense from the financing transactions	$	42,408		$	58,052

The interest expense included in the unaudited pro forma condensed combined financial information was calculated using an effective interest rate, which considers transaction costs and issuance discounts, and reflects an approximate weighted-average interest rate of 6.9%. Actual interest rates may vary from those depicted in the pro forma amounts.

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A sensitivity analysis on interest expense for the nine months ended September 30, 2023 and the year ended December 31, 2022 has been performed to assess the effect of a 12.5 basis point change of the hypothetical interest on the Debt Financing. The following table shows the change in the Interest expense for the Debt Financing described above:

(in thousands)	For the Nine Months ended September 30, 2023			For the Year Ended December 31, 2022
Interest expense assuming:
Increase of 0.125%	$	402		$	569
Decrease of 0.125%	$	(402	)	$	(569	)

(e) Adjustment to reflect the income tax impact of the pro forma adjustments related to the Transactions using the estimated blended statutory tax rate of 27.3%. Income tax rates do not take into account any possible future tax events or changes in planned structure for the combined company. The effective tax rate of the combined company could be significantly different than what is presented in the pro forma financial information.

(f) Adjustment to reflect the incremental depreciation expense associated with the fair value step up of Property, plant and equipment. The following table reflects adjustments to Cost of sales and Selling, general and administrative expense related to depreciation expense for the increase in fair value of Property, plant and equipment. Management is still in the process of evaluating the fair value of the Property, plant and equipment assets. Any resulting change in the fair value would have a direct impact to depreciation expense, which could be material.

(in thousands)	For the Nine Months ended September 30, 2023		For the Year Ended December 31, 2022
Pro forma transaction adjustments – Cost of Sales:
Incremental depreciation expense associated with Property, plant and equipment	$	1,903	$	2,636
Net pro forma adjustments to Cost of sales	$	1,903	$	2,636
Pro forma transaction adjustments – Selling, general and administrative expense:
Incremental depreciation expense associated with Property, plant and equipment	$	5,597	$	7,364
Net pro forma adjustments to Selling, general and administrative expense	$	5,597	$	7,364

(g) Reflects an $8.0-million adjustment to Debt extinguishment charges related to bridge financing fees.

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Note 6 – Pro Forma Earnings Per Share

The unaudited pro forma condensed combined basic and diluted earnings per share calculations are based on the condensed combined basic and diluted average shares of Enovis and Lima.

(in thousands, except per share data)	For the Nine Months ended September 30, 2023			For the Year Ended December 31, 2022
Pro Forma Weighted Average Shares
Basic weighted average number of common shares outstanding – historical		54,549,369			54,065,420
Pro Forma Earnings per Share
Pro forma Net income (loss) from continuing operations		(145,274	)		(148,749	)
Basic – Pro Forma	$	(2.66	)		(2.75	)
Diluted – Pro Forma	$	(2.66	)		(2.75	)

20