Acquisitions

On August 17, 2011, the Company entered into a Stock Purchase Agreement with all of the shareholders of Ruud Lighting, Inc. ("Ruud Lighting"). Pursuant to the terms of the Stock Purchase Agreement and concurrently with the execution of the Stock Purchase Agreement, the Company acquired all of the outstanding share capital of Ruud Lighting in exchange for consideration consisting of 6.1 million shares of the Company's common stock valued at approximately $211.0 million and $372.2 million cash, subject to certain post-closing adjustments. The acquisition allowed the Company to expand its product portfolio into outdoor LED lighting.

Prior to the Company completing its acquisition of Ruud Lighting, Ruud Lighting completed the re-acquisition of its e-conolight business by purchasing all of the membership interests of E-conolight LLC ("E-conolight"). Ruud Lighting previously sold its e-conolight business in March 2010 and had been providing operational services to E-conolight since that date. In connection with the stock purchase transaction with Ruud Lighting, the Company funded Ruud Lighting's re-acquisition of E-conolight and repaid Ruud Lighting's outstanding debt in the aggregate amount of approximately $85.0 million.

Following the acquisition, the Company recorded certain post-closing purchase price adjustments resulting in a $2.3 million reduction to the purchase price and a total purchase price of approximately $666.0 million.

The Company incurred total transaction costs related to the acquisition of approximately $3.6 million, of which, $3.1 million were expensed in the first quarter of fiscal 2012, in accordance with U.S. GAAP. These transaction costs were included in "Sales, general and administrative" expense in the consolidated statements of income. Ruud Lighting is included in the Lighting Products segment.

The amounts of revenue and net income of Ruud Lighting in the consolidated statements of income from and including August 17, 2011 to December 25, 2011 are as follows (in thousands, except per share data):



	Three Months Ended		Six Months Ended
	December 25, 2011		December 25, 2011
Revenue	$	61,148	$	83,491
Operating income	1,647		1,125
Net income	1,319		655
Basic net income per share	$	0.01	$	0.01
Diluted net income per share	$	0.01	$	0.01

The following unaudited pro forma information presents a summary of the Company's consolidated results of operations as if the Ruud Lighting acquisition occurred as of June 27, 2011 (in thousands, except per share data).



	Six Months Ended
	December 25, 2011
Revenue	$	603,430
Operating income	23,872
Net income	23,117
Basic net income per share	$	0.20
Diluted net income per share	$	0.20

The total revenue for Ruud Lighting included in the pro forma table above was $115.0 million for the six month period from June 27, 2011 to December 25, 2011.