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Acquisitions | 6 Months Ended
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Jun. 30, 2021
Acquisitions |
Acquisitions | Note 4. Acquisitions 2021 Acquisitions In the second quarter of 2021, we completed the acquisitions of Critical Transport Solutions Australia (CTSA) in Australia and F-airGate in Belgium to further enhance our existing global temperature-controlled supply chain capabilities in the APAC and EMEA regions. The combined purchase consideration was $6.8 million, of which $2.7 million was allocated to goodwill and $2.8 million to identifiable intangible assets. The combined purchase consideration also included a contingent consideration liability of $0.6 million. The acquisitions include earnout provisions subject to achieving future EBITDA targets, as defined through 2025. The contingent consideration valuation and accounting conclusions for these acquisitions is preliminary. The goodwill amount represents synergies related to our existing logistics management services. The acquired goodwill and intangible assets are not deductible for tax purposes. 2020 Acquisitions CRYOPDP Acquisition On October 1, 2020, the Company completed its acquisition of CRYOPDP for a cash consideration of €48.3 million (approximately $57.0 million), subject to customary closing working capital and other adjustments. This acquisition was funded with existing cash on hand. CRYOPDP, based in France, is a leading global provider of innovative temperature-controlled logistics solutions to the clinical research, pharmaceutical and cell and gene therapy markets. CRYOPDP conducts its business activities in the Americas, EMEA and APAC. As a result of the CRYOPDP Acquisition, the Company has extended its solutions to include broader temperature-controlled logistics and specialty courier services and has significantly expanded its global network through CRYOPDP’s 22 facilities in 12 countries. The final purchase price for the CRYOPDP Acquisition was $56.7 million, after receiving $0.3 million net working capital settlement from the sellers during the six months ended June 30, 2021. As of October 1, 2020, the Company recorded net assets acquired of $57.0 million, including goodwill of $25.5 million. Through June 30, 2021, the Company recorded measurement period adjustments of $1.5 million, mainly comprised of $1.0 million deferred tax adjustments and $0.2 million fair value on the note payable, resulting in adjusted goodwill of $24.0 million and adjusted net assets acquired of $56.7 million. The purchase price allocation for the assets acquired and liabilities assumed remains open due to the finalization of the purchase price allocation during the measurement process. MVE Acquisition On October 1, 2020, the Company completed its acquisition of Chart Industries, Inc.’s MVE cryobiological storage business for a cash consideration of $317.5 million, subject to customary closing working capital and other adjustments. The Company financed a portion of the closing cash payment of the MVE Acquisition with the net proceeds of the Blackstone Private Placement, as further discussed in Note 13. MVE is a global leader in manufactured vacuum insulated products and cryogenic freezer systems for the life sciences industry. MVE has manufacturing and distribution operations in the Americas, EMEA and APAC. As a result of the MVE Acquisition, the Company has extended its integrated logistics solutions to provide a broad range of cryogenic dewars and freezers to the life sciences industry. As of October 1, 2020, the Company recorded net assets acquired of $317.5 million, including goodwill of $106.2 million. Through June 30, 2021, the Company recorded a measurement period adjustment of $0.5 million relating to the estimated working capital settlement to be paid to the sellers, resulting in adjusted goodwill of $106.7 million and adjusted net assets acquired of $318.0 million. The purchase price allocation for the assets acquired and liabilities assumed remains open due to the finalization of the purchase price allocation during the measurement process.

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