On July 30, 2021, the Company acquired 100% of the outstanding equity in Nuevopak Global Limited ("Nuevopak") for $43.0 million, net of cash balances acquired (the "Nuevopak Acquisition"). This amount includes potential earn-out consideration of up to $9.0 million to be paid upon the achievement of certain operational milestones within three years from the date of closing. (Refer to Note 24 for further discussion of this contingent consideration and the inputs used in management's estimation of fair value.)

Nuevopak designs and develops a range of machines that provide void-fill and cushioning protective packaging solutions primarily targeting protective paper packaging solutions. Nuevopak supplies the Company with paper dispensing machines and converted paper for protective packaging distribution in North America. Nuevopak is headquartered in Hong Kong with subsidiaries in Jiangmen, China and Scheden, Germany. The Nuevopak Acquisition is expected to further strengthen the Company's product bundle and secure a broader suite of sustainable packaging solutions, while enabling the Company to secure dispensing machine supply, vertically integrate its paper converting operation, and expand its market share.

Excluding working capital adjustments, cash balances acquired and the contingent consideration arrangement noted above, the purchase price was $34.8 million. The consideration paid in cash was financed using funds available under the Company's revolving credit facility. Customary representations and warranties, covenants and indemnification provisions were included in the share purchase agreement. The transaction is being accounted for using the acquisition method of accounting.


			July 30, 2021
			$
Consideration paid in cash			35,402
Estimated fair value of contingent consideration arrangement (1)			8,305
Consideration transferred			43,707
Less: cash balances acquired			742
Consideration transferred, net of cash acquired			42,965

(1)The gross contractual contingent consideration amount of $9.0 million is included in the gross consideration total at its net present value as of the date of acquisition when the contingency was entered into, with expected cash outflows discounted using a rate of 4.74%. Refer to Note 24 for further discussion of this financial liability and inputs used in management's estimation of fair value.


			July 30, 2021
			$
Current assets
Cash			742
Trade receivables (1)			1,167
Inventories			5,305
Other current assets			996
Property, plant and equipment			1,657
Intangible assets			21,651
Deferred tax assets			11
			31,529
Current liabilities
Accounts payable and accrued liabilities			3,519
Borrowings and lease liabilities, current			155
Borrowings and lease liabilities, non-current			95
Deferred tax liabilities			3,754
Provisions, non-current			88
			7,611
Fair value of net identifiable assets acquired			23,918

(1) The gross contractual amounts receivable were $1.2 million. As of December 31, 2021, the Company has collected substantially all of the trade receivables that were outstanding as of the date of acquisition.

Goodwill recognized is primarily related to growth expectations, expected future profitability, and expected revenue and cost synergies. The Company does not expect goodwill to be deductible for income tax purposes.

Had the Nuevopak Acquisition been effective as of January 1, 2021, the impact on the Company’s consolidated earnings would have been as follows:

The Company's acquisition-related costs of $1.7 million are excluded from the consideration transferred and are included in the Company’s consolidated earnings, primarily in selling, general and administrative expenses for the year ended December 31, 2021.

On February 11, 2020, the Company acquired substantially all of the operating assets of Nortech Packaging LLC and Custom Assembly Solutions, Inc. (collectively, "Nortech") for an aggregate purchase price of $46.5 million, net of cash balances acquired (the "Nortech Acquisition"). This amount includes potential earn-out consideration of up to $12.0 million, contingent upon certain future performance measures of the acquired assets to be determined following the two-year anniversary of the acquisition date. (Refer to Note 24 for further discussion of this financial liability and inputs used in management's estimation of fair value.)

Nortech manufactures, assembles and services automated packaging machines under the Nortech Packaging and Tishma Technologies brands. The acquisition expands the Company’s product bundle into technologies that the Company believes are increasingly critical to automation in packaging.

Excluding working capital adjustments, cash balances acquired and the contingent consideration arrangement noted above, the purchase price was $36.5 million. The consideration paid in cash was financed using funds available under the Company's revolving credit facility. As of December 31, 2021, the former owners of Nortech have in escrow approximately $2.4 million ($4.7 million as of December 31, 2020) related to customary representations, warranties and covenants in the asset purchase agreement, which contains customary indemnification provisions. The transaction is being accounted for using the acquisition method of accounting.


			February 11, 2020
			$
Consideration paid in cash			36,188
Estimated fair value of contingent consideration arrangement (1)			10,806
Consideration transferred			46,994
Less: cash balances acquired			484
Consideration transferred, net of cash acquired			46,510

(1)The gross contractual contingent consideration amount of $12.0 million is included in the gross consideration total at its net present value when the contingency was entered into on the date of acquisition, which is discounted over two years using a discount rate of 5.38%. Subsequent to the acquisition, and as of December 31, 2021 and 2020, management concluded that any payment toward this obligation was not probable due to the impact of, and macroeconomic events resulting from, COVID-19 and other delays in the acquisition integration efforts. Refer to Note 24 for further discussion of this financial liability and inputs used in management's estimation of fair value.


			February 11, 2020
			$
Current assets
Cash			484
Trade receivables (1)			2,749
Inventories			5,123
Other current assets			199
Property, plant and equipment			921
Intangible assets			21,519
			30,995
Current liabilities
Accounts payable and accrued liabilities			9,493
Borrowings and lease liabilities, current			143
Borrowings and lease liabilities, non-current			5
			9,641
Fair value of net identifiable assets acquired			21,354

(1)The gross contractual amounts receivable were $3.2 million. As of December 31, 2021, the Company has collected approximately $2.9 million of the outstanding trade receivables, with $0.3 million expected to remain uncollected.

Goodwill recognized is primarily related to growth expectations, revenue synergies, and expected future profitability. The Company expects all of the recorded goodwill to be deductible for income tax purposes.

Had the Nortech Acquisition been effective as of January 1, 2020, the impact on the Company’s consolidated earnings would have been as follows: