Acquisitions

9 Months Ended

Apr. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Note 2. Acquisitions

In the third quarter of fiscal 2023, the Company acquired Isolere Bio, Inc. (Isolere), headquartered in Durham, North Carolina, for cash consideration of $62.3 million, net of cash acquired. Isolere develops reagents and accompanying filtration processes used for the purification and streamlined manufacturing of biopharmaceuticals. Isolere is reported within the Company’s Life Sciences segment. The Company assigned the fair values to the net assets acquired resulting in $28.1 million for goodwill and $44.5 million for intangible assets, as well as a deferred tax liability of $10.9 million, none of which are expected to be deductible for tax purposes. Net working capital was $(0.4) million. The purchase price allocation for this acquisition is preliminary pending the outcome of the final valuations of the net assets acquired. Net sales of Isolere were immaterial to the Condensed Consolidated Statements of Earnings for the three and nine months ended April 30, 2023. Management expects to finalize the purchase accounting by the second quarter of fiscal 2024.

Purchase Price Summary

The components of the Isolere acquisition, net of cash acquired, as of the acquisition date were as follows (in millions):

	2023
Intangible assets:
Technology	$	41.7
Trademarks and tradenames	1.5
Non-competition agreements	1.3
Intangible assets acquired	44.5
Tangible assets, net	3.3
Assets acquired, net	47.8
Goodwill	28.1
Aggregate purchase price	75.9
Less deferred tax liability	(10.9)
Less cash acquired	(2.7)
Acquisitions, net of cash acquired	$	62.3

In the fourth quarter of fiscal 2022, the Company acquired Purilogics LLC (Purilogics) headquartered in Greenville, South Carolina, for cash consideration of $19.9 million, net of cash acquired, and contingent consideration with a maximum payout of $29.0 million. Purilogics is a biotechnology company that leverages a novel technology platform for the development of membrane chromatography products. Purilogics offers a broad portfolio of purification tools for a wide range of biologics. Purilogics’ proprietary formulations and processes create membranes that have significant competitive advantages, enabling faster and more cost-effective production of increasingly complex biologic drugs. Purilogics is reported within the Company’s Life Sciences segment. Purchase accounting was finalized in the second quarter of fiscal 2023. Net sales of Purilogics were immaterial to the Condensed Consolidated Statements of Earnings for the three and nine months ended April 30, 2023.

In the second quarter of fiscal 2022, the Company acquired Pearson Arnold Industrial Services (PAIS), headquartered in New Hope, Minnesota, for cash consideration of $3.3 million, net of cash acquired, and contingent consideration with a maximum payout of $1.7 million, and Solaris Biotechnology S.r.l (Solaris), headquartered in Mantovano, Italy, with U.S. operations based in Berkeley, California, for cash consideration of €41 million, or $45.7 million, net of cash acquired. PAIS provides equipment, parts and services for dust, mist and fume collection systems, industrial fans and compressed air systems. PAIS is reported within the Company’s Industrial Filtration Solutions (IFS) business in the Industrial Solutions segment. Solaris designs and manufactures bioprocessing equipment, including bioreactors, fermenters and tangential flow filtration systems for use in food and beverage, biotechnology and other life sciences markets. Solaris is reported within the Company’s Life Sciences segment. Net sales of these acquisitions were immaterial to the Condensed Consolidated Statements of Earnings for the three and nine months ended April 30, 2023.

See Notes 15 and 17 for related contingent compensation and consideration.