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Acquisition (Tables) | 12 Months Ended
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Dec. 31, 2022
Photon Control Inc [Member] |
Business Acquisition [Line Items] |
Summary of Purchase Price | The purchase price of Photon Control consisted of the following:
Cash paid for outstanding shares |  | $ | 302 |
Less: Cash and cash equivalents acquired |  |  | (34 | )
Total purchase price, net of cash and cash equivalents acquired |  | $ | 268 |
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price to the fair values assigned to assets acquired and liabilities assumed at the date of the Photon Control Acquisition:
Current assets |  | $ | 51 |
Intangible assets |  |  | 121 |
Goodwill |  |  | 168 |
Other non-current assets |  |  | 9 |
Total assets acquired |  |  | 349 |
Current liabilities |  |  | 14 |
Non-current deferred taxes |  |  | 32 |
Other non-current liabilities |  |  | 1 |
Total liabilities assumed |  |  | 47 |
Fair value of assets acquired and liabilities assumed |  |  | 302 |
Less: Cash and cash equivalents acquired |  |  | (34 | )
Total purchase price, net of cash and cash equivalents acquired |  | $ | 268 |
Allocation of Acquired Intangible Assets and Related Estimates of Useful Lives | The following table reflects the allocation of the acquired intangible assets and related estimate of useful lives:
Completed technology |  | $ | 110 |  |  | 9 years
Customer relationships |  |  | 9 |  |  | 10 years
Backlog |  |  | 2 |  |  | 1.5 years
|  | $ | 121 |  |  |
Atotech Limited [Member] |
Business Acquisition [Line Items] |
Summary of Purchase Price | The purchase price of Atotech consisted of the following:
Cash consideration to Atotech stockholders, net |  | $ | 2,886 |
Value of MKS shares issued |  |  | 1,186 |
Repayment of Atotech debt(1) |  |  | 1,545 |
Settlement of Atotech share-based awards(2) |  |  | 47 |
Total purchase price, net of cash and cash equivalents acquired |  | $ | 5,664 |
(1) Represents the cash paid for the outstanding principal of Atotech's senior secured term loans. (2) Represents the amount paid to the holders of Atotech options that became fully vested on the Effective Date and the fair value of vested but unissued Atotech share-based awards.
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price to the preliminary fair values assigned to assets acquired and liabilities assumed at the Effective Date:
Cash and cash equivalents |  | $ | 238 |
Trade accounts receivable |  |  | 283 |
Inventories |  |  | 244 |
Other current assets |  |  | 104 |
Property, plant and equipment |  |  | 381 |
Intangible assets |  |  | 2,726 |
Goodwill |  |  | 3,064 |
Other assets |  |  | 131 |
Total assets acquired |  |  | 7,171 |
Accounts payable |  |  | 194 |
Other current liabilities |  |  | 166 |
Non-current deferred taxes |  |  | 729 |
Non-current accrued compensation |  |  | 99 |
Other non-current liabilities |  |  | 81 |
Total liabilities assumed |  |  | 1,269 |
Fair value of assets acquired and liabilities assumed |  |  | 5,902 |
Less: Cash and cash equivalents acquired |  |  | (238 | )
Total purchase price, net of cash and cash equivalents acquired |  | $ | 5,664 |
Allocation of Acquired Intangible Assets and Related Estimates of Useful Lives | The following table reflects the preliminary allocation of the acquired intangible assets and related estimate of useful lives at the Effective Date:
Customer relationships |  | $ | 1,756 |  |  | 11-14 years
Completed technology |  |  | 595 |  |  | 8-9 years
Trade names |  |  | 145 |  |  | 16 years
Backlog |  |  | 40 |  |  | 1.5 years
In-process research and development |  |  | 190 |  |  |
|  | $ | 2,726 |  |  |
Schedule of Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information presents the combined results of operations of the Company as if the Atotech Acquisition had occurred on January 1, 2021. The unaudited pro forma financial information is not necessarily indicative of what the Company's consolidated results of operations actually would have been had the acquisition occurred on the assumed date. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined Company.
|  | Years Ended December 31, |
|  | 2022 |  |  | 2021 |
Total net revenues |  | $ | 4,450 |  |  | $ | 4,450 |
Net income |  | $ | 197 |  |  | $ | 292 |
The unaudited pro forma information for the year ended December 31, 2022 and 2021 give effect primarily to the following: • Applying the Company's accounting policies; • Incremental interest expense related to the New Term Loan Facility; • Incremental amortization of acquired intangible assets related to the estimated fair value from the purchase price allocation; • The exclusion of inventory step-up amortization in 2022 and the addition of this amortization to 2021; • Incremental depreciation of acquired property, plant and equipment related to the estimated fair value from the purchase price allocation; • Incremental compensation expense for share-based compensation arrangements; and The estimated tax impact of the above adjustments.

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