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ACQUISITIONS
9 Months Ended
Sep. 30, 2013
ACQUISITIONS  
ACQUISITIONS

NOTE 11 — ACQUISITIONS

 

On July 3, 2012, the Company completed its acquisition of Rumpler - Technologies S.A., together with its direct and indirect subsidiaries (“Stelmi”).  Stelmi is a producer of elastomer primary packaging components for injectable drug delivery and operates two manufacturing plants located in the Normandy region of France and also has a research and development facility located near Paris.  The Company acquired all of the shares of Stelmi.  The purchase price paid for Stelmi (net of cash acquired) was approximately $188 million and was funded by cash on hand.  The results of the acquired business for the period from the acquisition date are included in the accompanying consolidated financial statements and are reported in the Pharma reporting segment.

The following table summarizes the assets acquired and liabilities assumed as of the acquisition date at estimated fair value:

 

 

 

 

July 3, 2012

 

Assets

 

 

 

Cash and equivalents

 

$

68,335

 

Accounts receivable

 

23,540

 

Inventories

 

16,826

 

Prepaid and other

 

3,256

 

Property, plant and equipment

 

42,073

 

Goodwill

 

111,031

 

Intangible assets

 

47,134

 

Other miscellaneous assets

 

6,092

 

 

 

 

 

Liabilities

 

 

 

Current maturities of long-term obligations

 

675

 

Accounts payable and accrued liabilities

 

26,064

 

Long-term obligations

 

885

 

Deferred income taxes

 

22,440

 

Retirement and deferred compensation plans

 

12,049

 

Net assets acquired

 

$

256,174

 

 

The following table is a summary of the fair value estimates of the acquired identifiable intangible assets and weighted-average useful lives as of the acquisition date:

 

 

 

 

Weighted-Average

 

Estimated

 

 

 

Useful Life

 

Fair Value

 

 

 

(in years)

 

of Asset

 

 

 

 

 

 

 

Customer relationships

 

15

 

$

7,438

 

Technology

 

15

 

37,191

 

Trademark

 

4

 

2,505

 

Total

 

 

 

$

47,134

 

 

Goodwill in the amount of $111.0 million was recorded for the acquisition of Stelmi and is included in the Pharma segment. Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill largely consists of leveraging the Company’s commercial presence in selling the Stelmi line of products in markets where Stelmi didn’t previously operate and the ability of Stelmi to maintain its competitive advantage from a technical viewpoint. Goodwill will not be amortized, but will be tested for impairment at least annually.  We do not expect that any of the goodwill will be deductible for tax purposes.

The unaudited pro forma results presented below include the effects of the Stelmi acquisition as if it had occurred as of January 1, 2011.  The unaudited pro forma results reflect certain adjustments related to the acquisition, such as the amortization associated with estimates for the acquired intangible assets and fair value adjustments for inventory.  The pro forma results do not include any synergies or other expected benefits of the acquisition.  Accordingly, the unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been completed on the dates indicated.

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

623,644

 

$

589,598

 

$

1,882,718

 

$

1,823,660

 

Net Income Attributable to AptarGroup, Inc.

 

45,264

 

44,628

 

135,103

 

138,839

 

Net Income per common share - basic

 

0.68

 

0.67

 

2.04

 

2.09

 

Net Income per common share - diluted

 

0.67

 

0.65

 

1.98

 

2.02