Business Combination (Tables)

9 Months Ended

Sep. 30, 2015

Pro forma consolidated financial information

		Three Months Ended September 30,				Nine Months Ended September 30,
		2015		2014		2015		2014
Pro forma combined revenues	$	110,244	$	100,091	$	381,650	$	257,536
Pro forma combined net income (loss)	$	(5,116)	$	(983)	$	24,220	$	(52,043)
Pro forma net income (loss) per diluted share	$	(0.15)	$	(0.04)	$	0.69	$	(2.07)

CBR Acquisition Holdings Corp

Summary of the components of the estimated purchase price

The following table summarizes the components of the estimated total purchase price for CBR, subject to finalization of the net working capital, indebtedness and other adjustments as of the CBR Acquisition Date (in thousands):

Cash consideration	$	700,000
Estimated working capital, indebtedness and other adjustments		(17,837)
Purchase price paid at closing		682,163
Plus: Estimated purchase price payable to sellers		188
Total purchase price	$	682,351

Summary of estimated fair values of the assets acquired and liabilities assumed related to the business combination

The following table summarizes the preliminary fair values assigned to the CBR assets acquired and the liabilities assumed by us along with the resulting goodwill at the CBR Acquisition Date (in thousands):

Accounts receivable	$	9,509
Inventories		4,443
Prepaid and other current assets		8,487
Restricted cash - short-term		30,752
Property, plant and equipment		29,669
Customer relationships		297,000
Trade name and trademarks		65,000
Favorable lease		423
Deferred income tax assets		4,555
Other long-term assets		198
Accounts payable		(2,853)
Accrued expenses		(13,575)
Deferred revenues		(3,100)
Payable to former CBR shareholders		(37,947)
Deferred income tax liabilities		(149,497)
Total estimated identifiable net assets	$	243,064
Goodwill		439,287
Total	$	682,351

Lumara Health

Summary of the components of the estimated purchase price

The following table summarizes the components of the total purchase price paid for Lumara Health, as adjusted for the final net working capital and other adjustments (in thousands):

Cash consideration	$	600,000
Fair value of AMAG common stock issued		111,964
Fair value of contingent milestone payments		205,000
Estimated working capital and other adjustments		821
Purchase price paid at closing		917,785
Less:
Cash received on finalization of the net working capital and other adjustments		(562)
Cash acquired from Lumara Health		(5,219)
Total purchase price	$	912,004

Summary of estimated fair values of the assets acquired and liabilities assumed related to the business combination

The following table summarizes the fair values assigned to assets acquired and the liabilities assumed by us along with the resulting goodwill at the Lumara Health Acquisition Date, as adjusted for certain measurement period adjustments for Lumara Health recorded during the nine months ended September 30, 2015 (in thousands):

Accounts receivable	$	36,852
Inventories		30,300
Prepaid and other current assets		3,322
Deferred income tax assets		102,355
Property and equipment		60
Makena marketed product		797,100
IPR&D		79,100
Restricted cash - long term		1,997
Other long-term assets		3,412
Accounts payable		(3,807)
Accrued expenses		(36,561)
Deferred income tax liabilities		(295,676)
Other long-term liabilities		(4,563)
Total estimated identifiable net assets	$	713,891
Goodwill		198,113
Total	$	912,004