Common use of Preliminary Purchase Price Allocation Clause in Contracts

Preliminary Purchase Price Allocation. The purchase price for the Acquisition has been allocated to the assets acquired and liabilities assumed for purposes of the unaudited pro forma condensed combined financial information based on their estimated relative fair values. The purchase price allocation herein is preliminary. The final purchase price allocation will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the pro forma adjustments presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of purchase price allocated to goodwill and could impact the operating results of the Company following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities. The acquisition-date fair value of the consideration transferred is as follows (in thousands, except per share amounts): Common shares issued 15,543 Closing price per share of TransEnterix common stock on September 18, 2015 $ 2.81 $ 43,677 Cash consideration 25,000 Contingent consideration 24,300 Total consideration $ 92,977 Contingent consideration is recorded as a liability and measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones and an estimated discount rate commensurate with the risks of the expected cash flows attributable to the various milestones. The material factors that may impact the fair value of the contingent consideration, and therefore this liability, are the probabilities of achieving the related milestones and the discount rate. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value, respectively, and commensurate changes to this liability. The fair value of the contingent consideration, and the associated liability relating to the contingent consideration at each reporting date, will be updated by reflecting the changes in fair value reflected in the Company’s statement of operations. The Acquisition was accounted for as a business combination under the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of the date of acquisition, with the remaining purchase price recorded as goodwill. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition on September 21, 2015 (in thousands): Accounts receivable $ 78 Inventories 3,200 Current deferred tax asset 351 Other current assets 4,180 Property and equipment 1,384 Intellectual property 62,500 In-process research and development 22,300 Goodwill 22,315 Total assets acquired $ 116,308 Accounts payable and other liabilities 1,915 Long-term deferred tax liabilities 21,416 Net assets acquired $ 92,977 The purchase price allocation has been prepared on a preliminary basis and is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. In-process research and development (“IPR&D”) is principally the estimated fair value of the TransEnterix Italia technology, with assigned values to be allocated among the various IPR&D assets acquired. IPR&D is recorded as an indefinite-lived asset until it is available for commercial use, upon which each applicable IPR&D asset becomes classified as developed technology and is amortized over the estimated period of economic benefit. Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. The goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or when indications of impairment exist.

Preliminary Purchase Price Allocation. The purchase price for the Acquisition has been allocated to the assets acquired and liabilities assumed for purposes of the unaudited pro forma condensed combined financial information based on their estimated relative fair values. The purchase price allocation herein is preliminary. The final purchase price allocation will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the pro forma adjustments presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of purchase price allocated to goodwill and could impact the operating results of the Company following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities. The acquisition-date fair value of the consideration transferred is as follows follows: Total Acquisition Date Fair Value (in thousands, except per share amounts): Common shares issued 15,543 Closing price per share of TransEnterix common stock on September 18, 2015 $ 2.81 $ 43,677 ) Cash consideration 25,000 $ 15,750 Contingent consideration 24,300 6,000 Total consideration transferred $ 92,977 21,750 Contingent consideration is recorded as a liability and measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones and an estimated discount rate commensurate with the risks of the expected cash flows attributable to the various milestones. The material factors that may impact the fair value of the contingent consideration, and therefore this liability, are the probabilities of achieving the related milestones and the discount rate. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value, respectively, and commensurate changes to this liability. The fair value of the contingent consideration, and the associated liability relating to the contingent consideration at each reporting date, will be updated by reflecting the changes in fair value reflected in the Company’s statement of operations. The Acquisition was accounted for as a business combination under the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”)Combinations. Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of the date of acquisition, with the remaining purchase price recorded as goodwill. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition on September 21July 1, 2015 2014 (in thousands): Assets acquired: Cash and cash equivalents $ 53 Accounts receivable $ 78 Inventories 3,200 Current deferred tax asset 351 Other current assets 4,180 receivable, net 25 Property and equipment 1,384 Intellectual property 62,500 equipment, net 619 In-process research and development 22,300 18,500 Goodwill 22,315 4,180 Other assets acquired 142 Total assets acquired $ 116,308 23,519 Liabilities assumed: Accounts payable and other 357 Accrued liabilities 1,915 Long-term deferred 131 Deferred tax liability 857 Other liabilities 21,416 424 Total liabilities assumed 1,769 Net assets acquired $ 92,977 21,750 The purchase price allocation has been prepared on a preliminary basis and is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. In-process research and development (“IPR&D”) is principally the estimated fair value of the TransEnterix Italia ECP and AIS technology, with assigned values to be allocated among the various IPR&D assets acquired. IPR&D is recorded as an indefinite-lived asset until it is available for commercial use, upon which each applicable IPR&D asset becomes classified as developed technology and is amortized over the estimated period of economic benefit. Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. The goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or when indications of impairment exist.

Preliminary Purchase Price Allocation. The purchase price for the Acquisition has been allocated to the assets acquired and liabilities assumed for purposes of the unaudited pro forma condensed combined financial information based on their estimated relative fair values. The purchase price allocation herein is preliminary. The final purchase price allocation will be determined after completion of a thorough analysis statements have been prepared to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the pro forma adjustments presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared give effect to the information shown hereinAcquisition, could also change the portion of purchase price allocated to goodwill and could impact the operating results of the Company following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities. The acquisition-date fair value of the consideration transferred which is as follows (in thousands, except per share amounts): Common shares issued 15,543 Closing price per share of TransEnterix common stock on September 18, 2015 $ 2.81 $ 43,677 Cash consideration 25,000 Contingent consideration 24,300 Total consideration $ 92,977 Contingent consideration is recorded as a liability and measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones and an estimated discount rate commensurate with the risks of the expected cash flows attributable to the various milestones. The material factors that may impact the fair value of the contingent consideration, and therefore this liability, are the probabilities of achieving the related milestones and the discount rate. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value, respectively, and commensurate changes to this liability. The fair value of the contingent consideration, and the associated liability relating to the contingent consideration at each reporting date, will be updated by reflecting the changes in fair value reflected in the Company’s statement of operations. The Acquisition was accounted for as a business combination under the acquisition method of accounting accounting, in accordance with the Financial Accounting Standards Board’s Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”)) and which will use the fair value concepts defined in ASC Topic 820, Fair Value Measurements and Disclosures. AccordinglyASC 805 requires, the among other things, that identifiable tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded be recognized at their fair value values as of the date of acquisition, with acquisition date. Any difference between the remaining estimated purchase price and the estimated fair value of assets acquired and liabilities assumed is recorded as goodwill. The following table summarizes amounts allocated to the acquired assets and assumed liabilities in the unaudited pro forma condensed combined financial statements are based on management’s preliminary valuation estimates. Definitive allocations will be performed and finalized after the Acquisition Date based on certain valuations and other studies that will be performed by Dynacast with the services of outside valuation specialists. Accordingly, the estimated purchase price allocation and related pro forma adjustments reflected in the unaudited pro forma condensed combined financial statements are preliminary, have been made solely for the purpose of preparing these statements, and are subject to revision based on a final determination of fair values value. The final allocation is expected to be completed as soon as practicable, but no later than twelve (12) months after the Acquisition Date. Based on management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed at assumed, which are based on estimates and assumptions that are subject to change, and other factors as described in the date of acquisition on September 21introduction to these unaudited pro forma condensed combined financial statements, 2015 the preliminary estimated purchase price is allocated as follows: (in thousands): millions of dollars) Purchase price $ 45.0 Contingent consideration 4.4 Working capital adjustment (0.1 ) Total purchase price 49.3 Cash acquired — Total purchase price, net of cash acquired 49.3 Accounts receivable $ 78 Inventories 3,200 Current deferred tax asset 351 5.2 Inventory 5.1 Other current assets 4,180 1.2 Property and equipment 1,384 Intellectual property 62,500 In-process research and development 22,300 Goodwill 22,315 5.6 Intangible assets 13.3 Total assets acquired 30.4 Other current liabilities 2.8 Deferred income taxes 7.1 Total liabilities assumed 9.9 Goodwill $ 116,308 Accounts payable and other liabilities 1,915 Long-term deferred tax liabilities 21,416 Net assets acquired $ 92,977 The 28.8 Prior to the end of the measurement period for finalizing the purchase price allocation, if information becomes available which would indicate adjustments are required to the purchase price allocation, such adjustments will be included in the purchase price allocation retrospectively. Such adjustments may be material. Of the total estimated purchase price, $13.3 million has been prepared allocated to definite-lived intangible assets, i.e. customer relationships which will be amortized on a preliminary straight-line basis over their respective estimated useful lives of 13 – 14 years. The amortization expense associated with these definite-lived intangible assets will not be deductible for tax purposes. Of the total estimated purchase price, approximately $28.8 million has been allocated to goodwill and is subject to change as additional information becomes available concerning not deductible for tax purposes. Goodwill represents the excess of the purchase price of an acquired business over the fair value and tax basis of the net tangible and intangible assets acquired and liabilities assumed. In-process research and development (“IPR&D”) is principally the estimated fair value of the TransEnterix Italia technology, with assigned values to be allocated among the various IPR&D assets acquired. IPR&D is recorded as an indefinite-lived asset until it is available for commercial use, upon which each applicable IPR&D asset becomes classified as developed technology and is amortized over the estimated period of economic benefit. Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. The goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but instead is tested for impairment on an annual basis or when indications at least annually (more frequently if indicators of impairment existarise). In the event we determine that goodwill has become impaired, we will record an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made.

Preliminary Purchase Price Allocation. The As discussed above, the aggregate purchase price for the Acquisition has been allocated is $950.0 million of which (i) $750.0 million is payable on the closing date of the Acquisition (less an amount to be placed in escrow for adjustment purposes and a previous deposit), subject to customary purchase price adjustments related to the amount of Cook Pharmica’s working capital, cash, debt and transaction expenses as described in the Acquisition Agreement and (ii) the Deferred Purchase Consideration of $200.0 million is payable in $50.0 million increments on each anniversary of the closing date of the Acquisition over four years. The Acquisition will be accounted for as a business combination in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805 Business Combinations, which will establish a new basis of accounting for all identifiable assets acquired and liabilities assumed for purposes at fair value as of the Acquisition completion date. Accordingly, the cost to acquire such interests will be allocated to the underlying net assets based on their respective fair values. The fair value of Cook Pharmica’s identifiable tangible and intangible assets acquired and liabilities assumed, along with the Deferred Purchase Consideration, are based on a preliminary estimate of fair value as of June 30, 2017. Any excess of the purchase price over the estimated fair value of the net assets acquired will be recorded as goodwill. The allocation of the purchase price to all identifiable assets acquired and liabilities assumed reflected in the unaudited pro forma condensed combined financial information statements is based on their estimated relative fair valuespreliminary estimates using assumptions that our management believes are reasonable based on currently available information as of September 25, 2017. The final purchase price allocation herein is preliminaryand fair value assessment of identifiable assets acquired and liabilities assumed will be completed following the closing date of the Acquisition based on a detailed valuation analysis that has not yet been completed. The final purchase price allocation will may be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially different from the pro forma adjustments presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of purchase price allocated to goodwill and could impact the operating results of the Company following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities. The acquisition-date fair value of the consideration transferred is as follows (in thousands, except per share amounts): Common shares issued 15,543 Closing price per share of TransEnterix common stock on September 18, 2015 $ 2.81 $ 43,677 Cash consideration 25,000 Contingent consideration 24,300 Total consideration $ 92,977 Contingent consideration is recorded as a liability and measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones and an estimated discount rate commensurate with the risks of the expected cash flows attributable to the various milestones. The material factors that may impact the fair value of the contingent consideration, and therefore this liability, are the probabilities of achieving the related milestones and the discount rate. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value, respectively, and commensurate changes to this liability. The fair value of the contingent consideration, and the associated liability relating to the contingent consideration at each reporting date, will be updated by reflecting the changes in fair value reflected in the Company’s statement of operations. The Acquisition was accounted for as a business combination under the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of the date of acquisition, with the remaining purchase price recorded as goodwill. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition on September 21, 2015 (in thousands): Accounts receivable $ 78 Inventories 3,200 Current deferred tax asset 351 Other current assets 4,180 Property and equipment 1,384 Intellectual property 62,500 In-process research and development 22,300 Goodwill 22,315 Total assets acquired $ 116,308 Accounts payable and other liabilities 1,915 Long-term deferred tax liabilities 21,416 Net assets acquired $ 92,977 The pro forma purchase price allocation has been prepared on a preliminary basis presented herein, and is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. In-process research and development (“IPR&D”) is principally the estimated fair value of the TransEnterix Italia technology, with assigned values to this difference may be allocated among the various IPR&D assets acquired. IPR&D is recorded as an indefinite-lived asset until it is available for commercial use, upon which each applicable IPR&D asset becomes classified as developed technology and is amortized over the estimated period of economic benefit. Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. The goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or when indications of impairment existmaterial.

Preliminary Purchase Price Allocation. The allocation of the preliminary purchase price for the Acquisition has been allocated to the fair values of assets to be acquired and liabilities to be assumed for purposes of in the NewPage acquisition includes unaudited pro forma condensed combined financial adjustments to reflect the expected fair values of NewPage’s assets and liabilities at the completion of the NewPage acquisition. The allocation of the preliminary purchase price is as follows (in millions): Current assets $ 668 Property, plant, and equipment 1,465 Other long-term assets 56 Current liabilities (272 ) Current portion of long-term debt (3 ) Other long-term liabilities (505 ) Long-term debt (700 ) Net assets acquired $ 709 The preliminary purchase price allocation for NewPage is subject to revision as more detailed analysis is completed and additional information on the fair values of NewPage’s assets and liabilities becomes available and is finalized. The preliminary purchase price allocation was based on their estimated relative fair valuesVerso’s historical experience, data that was available through the public domain and Verso’s due diligence review of NewPage’s business. The We did not identify a material amount of goodwill as a result of the preliminary purchase price allocation. Although management believes that the preliminary purchase price allocation herein is preliminary. The final reasonable, there can be no assurance that finalization of such purchase price allocation will be determined after completion not result in material changes from the preliminary purchase price allocation included in the accompanying Pro Forma Statements. The accompanying Pro Forma Statements do not reflect the costs of any integration activities or benefits that may result from realization of future cost savings from operating efficiencies, or any revenue, tax, or other synergies expected to result from the NewPage acquisition. In addition, the NewPage acquisition is not expected to result in a thorough analysis taxable transaction and Verso has net operating loss carryforwards and a related full valuation allowance that are expected to offset any deferred tax impact of the NewPage acquisition. Therefore no deferred taxes have been established as a result of the purchase price allocation. In addition, as Verso’s divestiture of the Bucksport mill was not directly attributable to the NewPage acquisition, no pro forma adjustment for the Bucksport divestiture has been made. The preliminary valuations of the acquired assets and liabilities include, but are not limited to, fixed assets, goodwill, and other potential intangible assets. The valuations reflected herein consist of physical appraisals, discounted cash flow analyses, or other appropriate valuation techniques to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the pro forma adjustments presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed. The final Accounting Consideration, as compared to the information shown herein, could also change the portion of purchase price and amounts allocated to goodwill and could impact the operating results of the Company following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities. The acquisition-date fair value of the consideration transferred is as follows (in thousands, except per share amounts): Common shares issued 15,543 Closing price per share of TransEnterix common stock on September 18, 2015 $ 2.81 $ 43,677 Cash consideration 25,000 Contingent consideration 24,300 Total consideration $ 92,977 Contingent consideration is recorded as a liability and measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones and an estimated discount rate commensurate with the risks of the expected cash flows attributable to the various milestones. The material factors that may impact the fair value of the contingent consideration, and therefore this liability, are the probabilities of achieving the related milestones and the discount rate. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value, respectively, and commensurate changes to this liability. The fair value of the contingent consideration, and the associated liability relating to the contingent consideration at each reporting date, will be updated by reflecting the changes in fair value reflected in the Company’s statement of operations. The Acquisition was accounted for as a business combination under the acquisition method of accounting in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at fair in the NewPage acquisition, could differ materially from the preliminary amounts presented in these Pro Forma Statements. In addition, if the value as of the date of acquisition, with the remaining purchase price recorded as goodwill. The following table summarizes acquired assets is higher than the preliminary estimated fair values indication, it may result in higher amortization and depreciation expense than is presented in these statements. See Note 3 for the effects of the assets acquired and liabilities assumed at the date of acquisition on September 21, 2015 (changes in thousands): Accounts receivable $ 78 Inventories 3,200 Current deferred tax asset 351 Other current assets 4,180 Property and equipment 1,384 Intellectual property 62,500 In-process research and development 22,300 Goodwill 22,315 Total assets acquired $ 116,308 Accounts payable and other liabilities 1,915 Long-term deferred tax liabilities 21,416 Net assets acquired $ 92,977 The purchase price allocation has been prepared on a preliminary basis and is subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. In-process research and development (“IPR&D”) is principally the estimated fair value of the TransEnterix Italia technology, with assigned values property and equipment to be allocated among acquired in the various IPR&D assets acquired. IPR&D is recorded as an indefinite-lived asset until it is available for commercial use, upon which each applicable IPR&D asset becomes classified as developed technology NewPage acquisition on the calculation of pro forma depreciation and is amortized over the estimated period of economic benefit. Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. The goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or when indications of impairment existamortization expense.