3.	Acquisitions

Aspen Surgical

On July 23, 2012, we completed a stock purchase agreement with the stockholders and optionholders of Aspen Surgical Products Holding, Inc. ("Aspen Surgical") to acquire the entire equity interest in Aspen Surgical. Aspen Surgical provided a portfolio of well-established surgical consumable and specialty medical products, focused on improving the safety of patients and health care professionals.

The purchase price for Aspen Surgical was $402.2 million ($399.8 million net of cash acquired). We funded the transaction with a combination of cash on hand and borrowings under the revolving credit facility. The results of Aspen Surgical are included in the Condensed Consolidated Financial Statements since the date of acquisition.

The following summarizes the fair value of assets acquired and liabilities assumed at the date of the acquisition.


	Amount
Inventory	$	25.9
Other current assets		19.7
Property, plant, and equipment		24.0
Goodwill		221.4
Trade name (Indefinite Lived)		29.0
Trade name (15-year weighted-average useful life)		4.6
Customer relationships (13-year weighted-average useful life)		121.9
Technology (10-year weighted-average useful life)		9.1
Other noncurrent assets		1.6
Current liabilities		(13.7	)
Deferred tax liability		(41.3	)
Total purchase price	$	402.2

During the first quarter of 2013, we made certain adjustments to the opening balance sheet as of the acquisition date. The calculation of fair value of the assets and liabilities is preliminary and subject to adjustment based on finalization of contractual conditions under the terms of the purchase agreement.

Goodwill was allocated entirely to our Surgical and Respiratory Care segment and is not deductible for tax purposes.

Our total revenues on an unaudited proforma basis, as if the Aspen Surgical acquisition had been consummated at the beginning of our 2012 fiscal year, would have been higher by approximately $28.5 million for the quarterly period ended December 31, 2011. Net income, on an unaudited proforma basis, would have been higher by approximately $2.0 million for the quarterly period ended December 31, 2011 and earnings per diluted share would have been higher by $0.03. The unaudited pro forma results are based on the Company's historical financial statements and those of the Aspen Surgical business and do not necessarily indicate the results of operations that would have resulted had the acquisition been completed at the beginning of the comparable period presented and are not indicative of the results of operations in future periods.

Völker

On February 13, 2012, we acquired the Germany-based Völker group ("Völker"). Völker is a leading manufacturer of long-term care and acute care bed frames, surfaces and furniture in Europe and around the world. This transaction strengthened the Company's channels and product offerings in Europe. The complementary VölkerTM products also further developed the Company's global portfolio, accelerated international expansion, and allowed us to leverage existing sales channels and customer relationships. The purchase price for Völker was $80.7 million ($77.0 million net of cash acquired), which was reduced to $76.7 million, resulting from a $4.0 million purchase price adjustment, $1.2 million of which was recorded as a receivable from the seller as of December 31, 2012. The results of Völker are included in the Condensed Consolidated Financial Statements since the date of acquisition.

During the fourth quarter of 2012, we made certain adjustments to the opening balance sheet as of the acquisition date as we finalized the purchase price with the seller. The following summarizes the revised fair value of assets acquired and liabilities assumed at the date of the acquisition.

	Amount
Goodwill	$	34.8
Trade name (7-year useful life)		12.3
Customer relationships (8-year weighted average useful life)		17.5
Net assets acquired		21.9
Deferred tax liability		(9.8	)
Total purchase price	$	76.7

The calculation of fair value of the assets and liabilities is preliminary and subject to adjustment based on finalization of contractual conditions under the terms of the purchase agreement.

Goodwill is not deductible for tax purposes and was allocated entirely to our International segment.

Our total revenues on an unaudited proforma basis, as if the Völker acquisition had been consummated at the beginning of our 2012 fiscal year, would have been higher by approximately $34.5 million for the quarterly period ended December 31, 2011. The impact to net income on an unaudited proforma basis would not have been significant to our financial results for that period.