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Acquisitions | 12 Months Ended
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Dec. 31, 2022
Business Combinations [Abstract] |
Acquisitions | Acquisitions On June 29, 2022 we announced a definitive agreement to acquire BioPhero ApS ("BioPhero"), a Denmark-based pheromone research and production company. The acquisition adds state-of-the-art biologically produced pheromone insect control technology to our product portfolio and R&D pipeline, underscoring our role as a leader in delivering innovative and sustainable crop protection solutions. The purchase price of approximately $193 million was primarily paid at closing on July 19, 2022. The acquisition, which was accounted for as a business combination, includes all of BioPhero’s technology, IP, supply agreements, employees and net assets of the business. Purchase Price Allocation The allocation of the purchase price to the assets acquired and liabilities assumed, including the residual amount allocated to goodwill, is based upon preliminary information and is subject to change within the measurement period (up to one year from the acquisition date) as additional information concerning final asset and liability valuations is obtained. The purchase price allocation is preliminary as of December 31, 2022. During the measurement period, if new information is obtained about facts and circumstances that existed as of the acquisition date, that would have resulted in revised estimated values of those assets or liabilities as of that date, we will revise the preliminary purchase price allocation. The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the acquisition date. The impact of all changes that do not qualify as measurement period adjustments will be included in current period earnings. The following table summarizes the consideration paid for the BioPhero acquisition and the amounts of the assets acquired and liabilities assumed as of the acquisition date, which have been allocated on a preliminary basis.
Preliminary Purchase Price Allocation as of July 19, 2022
(in Millions) |
Fair Value of Assets Acquired |
Cash | $ | 10.0 |
Intangible assets |
Developed Technology (1) | 66.3 |
In-process research & development | 10.5 |
Goodwill | 130.7 |
Other Assets | 3.4 |
Total Assets | $ | 220.9 |
Fair Value of Liabilities Assumed |
Deferred income tax liabilities | $ | 16.6 |
Other Liabilities | 1.1 |
Total Liabilities | 17.7 |
Net Assets | $ | 203.2 |
Total Purchase Consideration: | Amount
Cash purchase price, net of acquired cash | $ | 193.2 |
____________________ |
(1) Expected life is 15 years and will be amortized based on the pattern of economic benefit |
DuPont Crop Protection Business On November 1, 2017, pursuant to the terms and conditions set forth in the Transaction Agreement entered into with E. I. du Pont de Nemours and Company ("DuPont"), we completed the acquisition of certain assets relating to DuPont's Crop Protection business and research and development ("R&D") organization (the "DuPont Crop Protection Business") (collectively, the "DuPont Crop Protection Business Acquisition"). The DuPont Crop Protection Business has been integrated into our business and has been included within our results of operations since the date of acquisition. We entered into supply agreements with DuPont, with terms of up to five years, to supply technical insecticide products required for their retained seed treatment business at cost requiring the recognition of unfavorable contracts at the date of acquisition. The amount recognized in revenue for the years ended December 31, 2022, 2021, and 2020 was approximately $82 million, $103 million, and $111 million, respectively. The manufacturing contracts and supply agreements discussed above ended on October 31, 2022 at the end of the five year term and as such, the unfavorable liability has been fully recognized and reduced to zero. Transaction-related charges Pursuant to U.S. GAAP, costs incurred associated with acquisition activities are expensed as incurred. Historically, these costs have primarily consisted of legal, accounting, consulting, and other professional advisory fees associated with the preparation and execution of these activities. Given the significance and complexity around the integration of the DuPont Crop Protection Business, we have incurred costs associated with integrating the DuPont Crop Protection Business, which included planning for the termination of the transitional service agreement ("TSA") as well as implementation of a new worldwide Enterprise Resource Planning ("ERP") system in connection with the termination of the TSA, of which the majority of costs were capitalized in accordance with the relevant accounting literature. Transaction-related charges were not material in 2022 or 2021. The following table summarizes the costs incurred associated with these activities:
| Year Ended December 31,
(in Millions) | 2022 |  | 2021 |  | 2020
DuPont Crop Protection Business Acquisition |  |  |  |  |
Legal and professional fees (1) | $ | — |  |  | $ | 0.4 |  |  | $ | 53.3 |
Total transaction-related charges | $ | — |  |  | $ | 0.4 |  |  | $ | 53.3 |
Restructuring charges |  |  |  |  |
DuPont Crop restructuring (2) | $ | (48.7) |  |  | $ | 16.7 |  |  | $ | 40.2 |
Total restructuring charges | $ | (48.7) |  |  | $ | 16.7 |  |  | $ | 40.2 |
____________________ (1)Represents transaction costs, costs for transitional employees, other acquired employees related costs, and transactional-related costs such as legal and professional third-party fees. These charges are recorded as a component of "Selling, general and administrative expense" on the consolidated statements of income (loss). (2)See Note 9 to the consolidated financial statements included within this Form 10-K for more information. These charges are recorded as a component of "Restructuring and other charges (income)" on the consolidated statements of income (loss). Amounts for the year ended December 31, 2022 include a gain of $50.5 million recognized on the disposition of land related to a closed manufacturing facility. We completed the integration of the DuPont Crop Protection Business in 2020, other than the completion of certain in-flight initiatives associated with the finalization of our worldwide ERP system in early 2021. Restructuring charges associated with the DuPont restructuring program are complete as of December 31, 2022 and any future charges are not expected to be material. Refer to Note 9 to the consolidated financial statements included within this Form 10-K for further information.

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