14. Acquisitions

In the nine months ended September 30, 2012, the Company completed twelve acquisitions for an aggregate purchase price of $2,305 million, net of cash acquired. These acquisitions included:

•

The shares of NKT Flexibles I/S (“NKT”), a Denmark-based designer and manufacturer of flexible pipe products and systems for the offshore oil and gas industry, acquired on April 4, 2012.

•

The shares of Enerflow Industries Inc. (U.S.) and certain assets of Enerflow Industries Inc. (Canada) (“Enerflow”), a Canada-based fabricator and manufacturer of pressure pumping, blending, and cementing equipment for use primarily in Canada and the U.S., acquired on May 16, 2012.

•

The shares of Wilson Distribution Holdings (“Wilson”), a U.S.-based distributor of pipe, valves and fittings as well as mill, tool and safety products and services, acquired on May 31, 2012.

•

The shares of CE Franklin Ltd. (“CE Franklin”), a Canada-based distributor of pipe, valves, flanges, fittings, production equipment, tubular products and other general oilfield supplies to oil and gas producers in Canada as well as to the oil sands, refining, heavy oil, petrochemical, forestry and mining industries, acquired on July 19, 2012.

The following table displays the total preliminary purchase price allocation for the 2012 acquisitions. The purchase price allocation remains preliminary until the valuations are complete. The table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. (in millions):


Current assets, net of cash acquired	$	1,365
Property, plant and equipment		205
Intangible assets		597
Goodwill		774

Total assets acquired		2,941

Current liabilities		549
Long-term debt		4
Other liabilities		83

Total liabilities		636

Cash consideration, net of cash acquired	$	2,305

The Company allocated $597 million to intangible assets (21.1 year weighted-average life). The intangible assets are expected to be amortizable and are comprised of: $238 million of customer relationships (24.7 year weighted-average life), $91 million of trademarks (18.5 year weighted-average life), and $268 million of other intangible assets (18.7 year weighted-average life). The $774 million allocated to goodwill represents the excess of the purchase price over the fair value of the net assets acquired. Goodwill resulting from the NKT and CE Franklin acquisitions and a portion of the Enerflow acquisition is not expected to be deductible for tax purposes.

Robbins & Myers, Inc. Merger Agreement

On August 8, 2012, the Company entered into an agreement to acquire Robbins & Myers, Inc. for approximately $2.5 billion in cash. Under the agreement, Robbins & Myers’ shareholders would receive $60.00 per share in cash in return for each of the approximately 42.4 million shares outstanding. The boards of directors of the Company and Robbins & Myers, Inc. have unanimously approved the transaction, which is subject to customary closing conditions, including the approval of holders of at least two-thirds of Robbins & Myers, Inc. outstanding shares and approval from various regulatory agencies. Compliance with requests from regulatory agencies will put pressure on timing, and although a fourth quarter 2012 closing is targeted, the closing could slip into 2013.