2.	Acquisitions

Acquisition of Åkers

On March 3, 2016, the Corporation acquired 100% of the voting equity interest of Åkers AB and certain of its affiliated companies, including Åkers AB’s 60% equity interest in a Chinese joint venture company (collectively, “Åkers”), from Altor Fund II GP Limited. The purchase price approximated $74,155 and was comprised of $29,399 in cash, $22,619 in the form of three-year promissory notes, and 1,776,604 shares of common stock of the Corporation which, based on the closing price of the Corporation’s common stock as of the date of closing, had a fair value of $22,137. The notes bear interest at 6.5%, compounding annually, with principal and interest payable at maturity on March 3, 2019. Operating results of Åkers are included in the Forged and Cast Engineered Products segment from the date of acquisition. Net sales and loss before income taxes for Åkers approximated $31,890 and $668 for the three months ended March 31, 2017, respectively, and $12,583 and $1,006 for March 2016, respectively.

Acquisition of ASW

On November 1, 2016, the Corporation acquired 100% of the voting equity interest of ASW Steel Inc. (“ASW”) from CK Pearl Fund, Ltd., CK Pearl Fund L.P. and White Oak Strategic Master Fund, L.P. The purchase price of $13,116 consisted of $3,500 in cash and $9,616 in the assumption of outstanding indebtedness. The estimated fair value of assets acquired and liabilities assumed as of the date of the acquisition is summarized below.


Current assets (excluding inventories)	$	6,525
Inventories		6,956
Property, plant and equipment		10,310
Current liabilities		(10,675	)
Outstanding indebtedness		(9,616	)

Base purchase price	$	3,500

The estimated fair values primarily for property, plant and equipment and pre-acquisition contingencies are provisional amounts based, in part, on third party valuations and are expected to be finalized by June 30, 2017. For the three months ended March 31, 2017, net sales for ASW approximated $13,323 and income before income taxes approximated $161.

Pro Forma Financial Information for the Åkers and ASW Acquisitions:

The following financial information presents the combination of the results of operations of Ampco, Åkers and ASW as though the acquisition date for both of the business combinations had occurred as of January 1, 2016. Pro forma adjustments have been made primarily to (1) include the net incremental depreciation and amortization expense associated with recording property, plant and equipment and definite-lived intangible assets at fair value and (2) remove debt-related expenses associated with previous debt facilities not assumed by the Corporation. The following pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred at the beginning of 2016:


	Three Months Ended March 31,
	2016
Net sales	$	97,699
Loss before income taxes (includes noncontrolling interest)	$	(9,989	)
Net loss attributable to Ampco-Pittsburgh	$	(7,975	)
Net loss per common share (basic) attributable to Ampco-Pittsburgh	$	(0.65	)