Business Combinations (Tables)

12 Months Ended

Dec. 31, 2025

Summary of Estimated Total Purchase Consideration

Pursuant to the Share Purchase Agreement, the Company acquired all outstanding equity of Keonn for estimated total purchase consideration of $75.1 million, which consists of:


Cash consideration	$	68,336
Deferred consideration		2,192
Estimated fair value of contingent consideration		4,537
Estimated total purchase consideration	$	75,065

Keonn Technologies, S.L

Summary of Fair Values of Assets Acquired and Liabilities Assumed Purchase Price Allocation

The purchase price for Keonn was allocated as follows (in thousands):


	Purchase Price
	Allocation
Cash	$	4,045
Accounts receivable		1,977
Inventory		5,377
Property, plant and equipment		1,401
Operating lease assets		3,124
Intangible assets		33,203
Goodwill		43,192
Other assets		1,412
Total assets acquired		93,731
Accounts payable		1,593
Operating lease liabilities		3,124
Debt		2,504
Deferred tax liabilities		7,369
Other liabilities		4,076
Total liabilities assumed		18,666
Total assets acquired, net of liabilities assumed		75,065
Less: cash acquired		4,045
Total purchase price, net of cash acquired	$	71,020

Fair Value of Intangible Assets

The fair value of intangible assets for Keonn is comprised of the following:


	Estimated Fair		Amortization
	Value (In thousands)		Period
Developed technologies	$	9,753	9 years
Customer relationships		22,354	9 years
Trade name		1,096	14 years
Total	$	33,203

Motion Solutions Parent Corp.

Summary of Fair Values of Assets Acquired and Liabilities Assumed Purchase Price Allocation

The total purchase price for Motion Solutions was allocated as follows (in thousands):


	Purchase Price
	Allocation
Cash	$	776
Accounts receivable		8,515
Inventory		13,940
Property, plant and equipment		3,126
Operating lease assets		8,076
Intangible assets		83,000
Goodwill		106,761
Other assets		1,002
Total assets acquired		225,196
Accounts payable		5,305
Operating lease liabilities		8,514
Deferred tax liabilities		18,171
Other liabilities		1,230
Total liabilities assumed		33,220
Total assets acquired, net of liabilities assumed		191,976
Less: cash acquired		776
Purchase price, net of cash acquired	$	191,200

Fair Value of Intangible Assets

The fair value of intangible assets for Motion Solutions is comprised of the following:


	Estimated Fair		Amortization
	Value (In thousands)		Period
Developed technologies	$	34,400	7 years
Customer relationships		43,100	13 years
Backlog		5,500	1 year
Total	$	83,000

- Definition

Tabular disclosure of business combination. Includes, but is not limited to, recognized asset and liability.

+ References + Details

NOVANTA INC 10-K