EXHIBIT 99.1

Actient Holdings LLC

Consolidated Financial Statements

Years Ended December 31, 2012 and 2011

Contents

Report of Independent Auditors

The Board of Directors

Actient Holdings LLC

We have audited the accompanying consolidated financial statements of Actient Holdings LLC, which comprise the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive (loss) income, changes in members’ equity, and cash flows for each of the three years in the period ended December 31, 2012, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

1

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Actient Holdings LLC at December 31, 2012 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.

March 18, 2013

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Actient Holdings LLC

Consolidated Balance Sheets

(In Thousands)

See accompanying notes to consolidated financial statements.

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Actient Holdings LLC

Consolidated Statements of Operations and Comprehensive (Loss) Income

(In Thousands)

The Company has no additional items to disclose that are necessary to arrive at comprehensive (loss) income.

See accompanying notes to consolidated financial statements.

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Actient Holdings LLC

Consolidated Statements of Changes in Members’ Equity

(In Thousands)

See accompanying notes to consolidated financial statements.

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Actient Holdings LLC

Consolidated Statements of Cash Flows

(In Thousands)

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Actient Holdings LLC

Consolidated Statements of Cash Flows (continued)

(In Thousands)

See accompanying notes to consolidated financial statements.

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Actient Holdings LLC

Notes to Consolidated Financial Statements

December 31, 2012

1. Description of Business

Actient Holdings LLC and its wholly owned subsidiaries (collectively, Actient or the Company) is a specialty pharmaceutical company focused on therapeutics to improve patient outcomes. Actient Holdings LLC was formed pursuant to a certificate of formation filed in the state of Delaware on February 27, 2009, with the business purpose to acquire companies and products with a focus on select physician specialties. The Company is majority-owned by affiliates of GTCR Golder Rauner II LLC (collectively, GTCR). The Company operates in the United States with corporate headquarters located in Lake Forest, Illinois; offices in Eden Prairie, Minnesota, and Raleigh, North Carolina; and a manufacturing facility in Rye, New York.

On July 22, 2010, Actient Pharmaceuticals, Inc. was merged into Actient Pharmaceuticals LLC. The Company commenced commercial operations in July 2010, with the completion of a transaction to license and acquire six pharmaceutical products from UCB, Inc. (UCB). On January 20, 2011, the Company acquired all the membership interests of Timm Medical Holdings, LLC and its wholly owned subsidiary, Timm Medical Technologies, Inc., a recognized leader in products and services for the diagnosis and treatment of urological disorders. On April 20, 2011, the Company acquired the U.S. rights to the pharmaceutical product Striant®, from Columbia Laboratories, Inc. On December 29, 2011, the Company acquired all of the capital stock of Slate Pharmaceuticals, Inc. (Slate) through a reverse subsidiary merger transaction. Slate is a urology specialty therapeutics company that markets Testopel®, the only long-acting implantable testosterone product on the market in the U.S.

The Company established Actient Therapeutics LLC on April 1, 2012. Actient Pharmaceuticals LLC and Slate entered into an intercompany contribution agreement with Actient Therapeutics LLC on April 1, 2012, whereby substantially all of Slate’s assets and liabilities were contributed to Actient Therapeutics LLC in exchange for 100 preferred units and 5 common units.

On June 20, 2012, the Company acquired the assets of Bartor Pharmacal (Bartor), the manufacturer of Testopel. See Note 3 for additional information on the Company’s acquisitions.

As a result of the acquisitions, the Company has aligned its internal management reporting to reflect a total of three reportable segments. These segments reflect the level at which executive management regularly reviews financial information to assess performance and to make decisions about resources to be allocated. The three reportable business segments in which the Company operates are the Branded Pharmaceuticals segment, the Non-Drug Medical Devices and Services segment, and the Testosterone Replacement Therapy (TRT) segment.

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

1. Description of Business (continued)

The branded pharmaceutical segment includes the following products:

·                  Edex® is indicated for the treatment of erectile dysfunction due to neurogenic, vasculogenic, psychogenic, or mixed etiology.

·                  Theo-24® is indicated for the treatment of the symptoms and reversible airflow obstruction associated with chronic asthma and other chronic lung diseases.

·                  Dilatrate®-SR sustained release capsules are indicated for the prevention of angina pectoris due to coronary artery disease.

·                  Levatol® is indicated in the treatment of mild to moderate arterial hypertension.

·                  Robaxin® and Robaxin®750 are indicated as an adjunct to rest, physical therapy, and other measures for the relief of discomfort associated with acute, painful musculoskeletal conditions.

·                  Semprex®-D Capsules are indicated for relief of symptoms associated with seasonal allergic rhinitis.

·                  Striant is indicated for men who require testosterone replacement therapy for a deficiency or absence of endogenous testosterone associated with hypogonadism.

The non-drug medical device segment includes the Osbon ErecAid® vacuum therapy system that is indicated for the treatment of erectile dysfunction.

The TRT segment includes Testopel (implantable hormones) that is indicated for treatment of male testosterone deficiency as well as androgen (steroid) deficiency.

The Company primarily sells its branded pharmaceutical products through wholesalers in the United States who in turn supply products to pharmacies, hospitals, governmental agencies, and physicians. The Company utilizes an outsourcing business model for these branded pharmaceutical products, relying on third parties to manufacture, warehouse, and provide logistics, order management, sales invoicing, and accounts receivable management services. Testopel and non-drug medical devices are sold via a direct sales force in the United States. The Company sells non-drug medical devices through distributors for international

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

1. Description of Business (continued)

markets. Overall, the Company is focused on growth through sales of acquired marketed products and through potential acquisition or licensing of products or acquisition of companies.

2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the assets, liabilities, and results of operations of Actient Holdings LLC and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Basis of Financial Statement Presentation

The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (GAAP). Certain previously reported amounts presented have been reclassified to conform to current-year presentation.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue for its branded pharmaceutical products upon the delivery of goods, whereupon title passes, all obligations have been fulfilled, and collection of the related receivable is fixed, determinable, probable, and reasonably assured. The Company provides for chargebacks (primarily related to its sales to government entities, such as the U.S. Veterans Administration), rebates, returns, and other adjustments in the same period the related product sales are recorded (as more fully described in Note 9). Reserves for these government chargebacks, rebates, returns, and other adjustments are based upon analysis of historical data. Each period, the Company reviews its reserves for government chargebacks, rebates, returns, and other adjustments based on data available at that time. Any adjustment to these reserves results in charges to revenue.

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

For non-drug medical devices, revenue is recognized upon the shipment of goods or upon the delivery of goods, whereupon title passes, all obligations have been fulfilled, and collection of the related receivable is fixed, determinable, probable, and reasonably assured. The Company records estimated sales returns and discounts as a reduction of net sales in the period revenue is recognized. The Company maintains an allowance for these returns and reduces reported revenue for expected returns from shipments each reporting period. This allowance is not significant and is based on historical and current trends in product returns.

Testopel is sold under a buy-and-bill model. Under this model, the TRT customers are health care providers who maintain a stock of Testopel for future patient procedures. Revenue is recognized for the TRT products upon the delivery, whereupon title passes, all obligations have been fulfilled, and collection of the related receivable is fixed, determinable, probable, and reasonably assured. The Company offers volume discounts and discounts for credit card payments when customer orders are received, and these discounts are recognized when the related product sales are recorded.

Shipping and handling fees billed to customers are recognized in net revenues. Other shipping and handling costs are included in the cost of sales.

Cost of Sales

Cost of sales includes all costs directly related to bringing both purchased and manufactured products to their final selling destination. It includes purchasing and receiving costs and direct and indirect costs to manufacture products, including direct materials, direct labor, and direct overhead expenses necessary to acquire and convert purchased materials and supplies into finished goods.

Cash and Cash Equivalents

The Company considers all highly liquid money market instruments with an original maturity of three months or less when purchased to be cash equivalents. These amounts are stated at cost, which approximates fair value. At December 31, 2012, cash equivalents were deposited in a financial institution and consisted of immediately available fund balances. The Company maintains its cash deposits and cash equivalents with one well-known and stable financial institution. However, it has a significant amount of cash and cash equivalents in excess of federally insured limits. This represents a concentration of credit risk. The Company has not experienced any losses on its deposits of cash and cash equivalents to date.

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

In connection with its Credit Agreement, as more fully described in Note 5, the Company has entered into Blocked Account Control Agreements by and among the Company, the Lenders’ Agent (Agent), and a depository bank to grant the Agent a security interest in the Company’s primary depository account.

Inventories

Inventories consist primarily of finished goods currently approved for marketing. Inventories are stated at the lower of cost (first-in, first-out basis) or market value. Market value for raw materials is stated at cost. The components of inventories, net of valuation reserves, are as follows (in thousands):

The Company establishes reserves for its inventory to reflect situations in which the cost of the inventory is not expected to be recovered. In evaluating whether inventory is stated at the lower of cost or market, management considers such factors as the amount of inventory on hand, estimated time required to sell such inventory, remaining shelf life, and current expected market conditions, including level of competition. The Company records provisions for inventory to cost of sales. The reserve for inventory obsolescence at December 31, 2012 and 2011, was $4.1 million and $3.2 million, respectively. The increase in the inventory valuation reserve relates to products received under the UCB supply agreement as discussed further in Note 7.

Property and Equipment, net

Property and equipment are stated at cost, less accumulated depreciation. The cost of repairs and maintenance is expensed when incurred, while expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized.

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Provisions for depreciation are computed for financial reporting purposes using the straight-line method over the estimated useful life of the related asset as follows:

A summary of property and equipment at December 31, 2012 and 2011, is as follows (in thousands):

Depreciation expense was $2.5 million, $0.1 million, and less than $0.1 million for 2012, 2011, and 2010, respectively.

During 2012, the Company acquired certain assets of Bartor (see Note 3), including machinery and equipment with a fair value of $20 million. For the year ended December 31, 2012, the Company incurred construction in process costs of less than $0.1 million. This spending relates to improvements made to the Bartor facility. For the year ended December 31, 2011, the Company incurred construction in process costs of $0.6 million. This spending supports the relocation of the Theo-24 manufacturing process to Georgia.

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Upon sale or retirement of assets, the cost of the assets and the related accumulated depreciation are removed from the accounts, and the resulting gain or loss, if any, is included in the statements of operations and comprehensive (loss) income. During 2012, the Company disposed of furniture and equipment at Slate, resulting in a loss on disposal of $0.2 million. There were no sales or retirements of property and equipment during 2011 or 2010.

Goodwill

Goodwill represents the assets acquired in a business combination or product line acquisition that are not individually identified and separately recognized. Goodwill is carried at its initial value, subject to annual evaluation for impairment.

Goodwill is tested for impairment annually or more frequently if changes in circumstances or the occurrence of events suggest that impairment may exist. The Company estimated the fair value of its reporting units used in its annual goodwill impairment analysis based on projected earnings and cash flows of the reporting units. The Company’s valuation is primarily based on qualitative and quantitative assessments regarding the fair value of goodwill relative to its carrying value. The Company performed its annual goodwill impairment tests as of September 30, 2012, and determined that no impairment charges were necessary.

None of the goodwill related to the Slate and Timm acquisitions will be deductible for tax purposes. The goodwill associated with the Bartor asset acquisition and the UCB product line acquisitions will be deductible for tax purposes.

A rollforward of goodwill from December 31, 2011, to December 31, 2012, is as follows (in thousands):

The purchase price allocation for Slate was preliminary as of December 31, 2011, and was finalized during 2012 as additional information about the fair value of assets and liabilities became available. See Note 3.

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Intangible Assets

Intangible assets that are acquired either individually or with groups of other assets are initially recognized and measured based on fair value. Intangible assets consist primarily of acquired product rights, customer relationships, and trade names. Costs for intangible assets are capitalized as incurred and are amortized on a straight-line basis over their estimated useful lives, which range from 5 years to 15 years. Amortization begins once approval by the Food and Drug Administration (FDA)l has been obtained and commercialization of the product begins. Amortization expense was $26.4 million, $9.4 million, and $3.6 million for the years ended December 31, 2012, 2011, and 2010, respectively.

The following represents the balance of the intangible assets at December 31, 2012 (dollar amounts in thousands):

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

The following represents the balance of the intangible assets at December 31, 2011 (in thousands):

During 2010, the Company acquired the product rights for Dilatrate and Levatol from UCB. These are late-stage product lines, and the Company had experienced a more significant rate of sales decline than originally estimated for these two products. During 2011, the Company determined that an indicator of impairment existed and performed further analysis to measure the impairment.

The Company estimated the fair value of these two products as of December 31, 2011, based on a discounted cash flow model. Based on these estimates, the carrying value of these products exceeded their fair value by $2.8 million.

In addition, the Company reduced its estimated useful lives for these products during 2011 based on the dates that cash flows for these products are expected to become negative.

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

For the year ended December 31, 2011, the Company recognized a gross impairment loss of $3.2 million related to the Dilatrate and Levatol acquired product rights. This impairment loss was comprised of a $2.8 million reduction in estimated fair value for these products and a $0.4 million loss resulting from the reduction in estimated useful lives for these products.

The amortization expense of acquired intangible assets for each of the following five years is estimated to be as follows (in thousands):

Impairment of Long-Lived Assets

The Company evaluates other long-lived assets, including intangible assets with definite lives, for impairment periodically or whenever events or other changes in circumstances indicate that the carrying value of an asset may no longer be recoverable. An evaluation of recoverability is performed by comparing the carrying values of the assets to projected future cash flows, in addition to other quantitative and qualitative analyses. Upon indication that the carrying values of such assets may not be recoverable, the Company recognizes an impairment loss as a charge against current operations. Judgments made by the Company related to the expected useful lives of long-lived assets and the ability of the Company to realize undiscounted cash flows in excess of the carrying amounts of such assets are affected by factors such as changes in economic conditions and changes in operating performance. In addition, the Company regularly evaluates its other long-lived assets and may accelerate depreciation or amortization over the revised useful life if the asset has limited future value.

Deferred Financing Costs, Net

Deferred financing costs related to the issuance of debt are amortized using the effective interest method over the term of the related debt instrument. Deferred financing fees, net of accumulated amortization, were $2.6 million and $2.5 million at December 31, 2012 and 2011, respectively. See Note 5 for further background on transactions affecting deferred financing costs during 2012 and 2011.

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Derivative Instruments

The Company entered into an interest rate swap agreement during February 2012, the objective of which is to fix the rate of interest owed on a loan with a variable rate. The interest rate swap has a notional amount of $25 million at December 31, 2012. The interest rate swap matures in February 2016. The Company pays to the counterparty a monthly fixed rate of 0.895% of the notional amount of the interest rate swap. The difference between the total payment to the counterparty and the floating rate owed to the lender is included in realized loss on interest rate swap on the accompanying consolidated statements of operations and comprehensive (loss) income. The floating rate owed to the lender is based on LIBOR and this amount is included in interest expense on the accompanying consolidated statements of operations and comprehensive (loss) income. The swap does not qualify for hedge accounting treatment. Therefore, the change in fair value of the remaining swap is recorded as an unrealized non-operating loss in the accompanying consolidated statements of operations and comprehensive (loss) income. The $0.2 million fair value of the interest rate swap is recorded in other accrued expenses and liabilities in the consolidated balance sheets.

In addition, the Company has an interest rate cap that matures on September 30, 2014. The Company maintains this instrument on its term loan for the sole purpose of cash flow risk management. This term note exposes the Company to variability in interest payments due to changes in interest rates. The derivative instrument does not meet hedge accounting treatment criteria. The Company’s interest rate cap is recorded in other assets on the consolidated balance sheets at fair value. The change in fair value of the derivative instrument is recorded as change in fair value of interest rate cap in the accompanying consolidated statements of operations and comprehensive (loss) income.

Income Taxes

Provisions for income taxes (when applicable) are calculated on reported pre-tax income based on current tax laws, statutory tax rates and available tax incentives, and planning opportunities in various jurisdictions in which the Company operates. Such provisions differ from the amounts currently receivable or payable because certain items of income and expense are recognized in different time periods for financial reporting purposes than for income tax purposes. The Company recognizes deferred taxes based on the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for differences between the consolidated financial statement and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse.

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Significant judgment is required in determining income tax provisions and evaluating tax positions. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The factors used to assess the likelihood of realization are the Company’s earnings history, forecast of future taxable income, and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income in applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in the Company’s effective tax rate on future earnings. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in operations in the period that includes the enactment date.

The Company evaluates its uncertain tax positions in accordance with Accounting Standards Codification (ASC) 740, Income Taxes. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest amount of benefit determined on a cumulative probability basis that is more likely than not to be realized upon ultimate settlement. Details regarding uncertain tax positions are provided in Note 10.

Product Warranty Costs

The Company provides a warranty allowance to cover estimated costs of its non-drug medical devices over the related warranty period. Warranty costs are included as part of cost of sales. On an ongoing basis, the product warranty accrual is adjusted for current trends or specific warranty obligations.

3. Acquisitions

Effective July 29, 2010, the Company completed a transaction to license and acquire six pharmaceutical products (the Products) from UCB, Inc., a subsidiary of UCB SA, an international biopharmaceutical company based in Brussels, Belgium (UCB Transaction). In the UCB Transaction, the Company acquired (a) rights to manufacture, distribute, promote, market, and sell the Products in the United States of America and all of its territories and possessions; (b) UCB’s inventory of the Products; and (c) the option to purchase the Products licensed hereunder at the designated option closing date of November 30, 2012. The Company acquired substantially all the rights to the Products upon closing of the UCB Transaction, and the Company exercised the option to purchase the Products on November 30, 2012 for $14 million. The total consideration for the UCB Transaction includes contingent consideration due to UCB

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

3. Acquisitions (continued)

based on net sales of the Products during the license period. The fair value of the contingent consideration was $24.1 million as of December 31, 2012. The UCB Transaction was accounted for as a purchase of a business.

The components of the acquisition price and allocation to the assets and liabilities based on their estimated fair values at the date of the acquisition are as follows (in thousands):

Effective January 20, 2011, the Company acquired all the membership interests of Timm Medical Holdings, LLC (Timm) and its wholly owned subsidiary, Timm Medical Technologies, Inc. for a purchase price of $17.1 million, net of cash acquired. Total consideration for this acquisition also included contingent earn-out payments totaling $0.5 million, dependent on Timm exceeding future net sales thresholds. Based on current forecasts, the Company believes that Timm will fail to achieve these sales thresholds, so the Company has reversed the $0.5 million earn-out liability during 2012. If Timm were to exceed certain sales thresholds, the earn-out payments could be as high as $2 million. The direct acquisition-related fees and expenses on this acquisition approximated $0.7 million. These fees were recorded in transaction-related expenses and fees in the accompanying consolidated statements of operations and comprehensive (loss) income. Timm Medical is a recognized leader in products and services for the diagnosis and treatment of urological disorders. The Timm transaction was accounted for as a purchase of a business, and consequently, results of operations reflect the new basis of accounting from the date of the acquisition. Goodwill represents both the assembled workforce

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

3. Acquisitions (continued)

and intangible assets that do not qualify for separate recognition and equals the excess of purchase price over the value of the identifiable tangible and intangible assets acquired.

The components of the acquisition price and allocation to the assets and liabilities based on their estimated fair values at the date of the acquisition were as follows (in thousands):

The purchase price was allocated to identifiable assets acquired and liabilities assumed based upon their estimated fair values.

Effective April 20, 2011, the Company completed a transaction to license and acquire the U.S. rights to Striant (testosterone buccal system) from Columbia Laboratories, Inc. Striant utilizes a novel mucoadhesive technology that allows for oral administration of testosterone using buccal absorption. Striant is the only testosterone replacement therapy that features this unique delivery option. Total consideration for the Striant acquisition included a cash payment of $3.1 million. The Company acquired substantially all the U.S. rights to the Products upon closing of the Striant acquisition. The transaction was accounted for as a purchase of a business, and consequently, results of operations reflect the new basis of accounting from the date of the acquisition. The direct acquisition-related fees and expenses on this acquisition approximated $0.1 million and were recorded in transaction-related expenses and fees in the accompanying consolidated statements of operations and comprehensive (loss) income. Goodwill represents

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

3. Acquisitions (continued)

intangible assets that do not qualify for separate recognition and equals the excess of purchase price over the value of the identifiable tangible and intangible assets acquired.

The components of the acquisition price and allocation to the assets and liabilities based on their estimated fair values at the date of the acquisition are as follows (in thousands):

The purchase price was allocated to identifiable assets acquired and liabilities assumed based upon their estimated fair values.

Effective December 29, 2011, the Company acquired all of the capital stock of Slate through a reverse subsidiary merger transaction for a purchase price of $100 million, net of cash acquired. Total consideration for this acquisition also includes contingent earn-out payments of approximately $33.5 million. Earn-out payments during 2012 were 8% of Slate’s net sales, and earn-out payments from 2013 to 2017 will equal 12% of Slate’s net sales. The earn-out period ends on December 31, 2017, and could be terminated earlier if a competitive implantable product is introduced into the market. There is no limit on the royalties that can be earned from 2013 to 2017. If Slate launches the pipeline product defined in the Agreement and Plan of Merger between Slate and the Company, the Company will owe a one-time lump-sum payment ranging from $10 million to $20 million. In addition, earn-out payments on the pipeline product would equal 8% of sales from the date of the pipeline product’s launch through the date of patent expiration of the pipeline product. The direct acquisition-related fees and expenses on this acquisition approximated $2.0 million and were recorded in transaction-related expenses and fees in the accompanying consolidated statements of operations and comprehensive (loss) income. Slate is focused on the acquisition, development, and commercialization of products for the treatment of selected diseases and conditions of maturing men and owns the product rights and markets Testopel in the U.S. Testopel is used for the treatment of testosterone deficiency in aging men as well as androgen deficiency caused by other conditions. The Slate transaction was accounted for as a purchase of a business, and consequently, results of operations reflect the new basis of accounting from the date of the acquisition. The purchase consideration was reduced by $0.8 million during the measurement period resulting from the resolution of preliminary working capital estimates.

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

3. Acquisitions (continued)

Goodwill represents both the assembled workforce and intangible assets that do not qualify for separate recognition and equals the excess of purchase price over the value of the identifiable tangible and intangible assets acquired.

The components of the acquisition price and allocation to the assets and liabilities based on their estimated fair values at the date of the acquisition were as follows (in thousands):

The purchase price was allocated to identifiable assets acquired and liabilities assumed based upon their estimated fair values, which were preliminary as of December 31, 2011. Accordingly, there were final adjustments to the purchase price allocation during 2012, including revised fair value estimates for inventory, accounts payable, other current liabilities, and deferred income taxes.

On June 20, 2012, the Company acquired the assets of Bartor for an estimated total consideration of $25 million. The direct acquisition-related fees and expenses on this acquisition approximated $0.2 million and were recorded in transaction-related expenses and fees in the accompanying consolidated statements of operations and comprehensive (loss) income. Bartor was the sole supplier of Testopel, and as such, the acquisition allowed the Company to vertically integrate. Bartor’s manufacturing facility in New York and related fixed assets have been fair-valued in the aggregate. The Bartor transaction was accounted for as a purchase of a business, and consequently, results of operations reflect the new basis of accounting from the date of the acquisition. Goodwill represents intangible assets that do not qualify for separate recognition and equals the excess of purchase price over the value of the identifiable tangible and intangible assets acquired.

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Actient Holdings LLC

Notes to Consolidated Financial Statements (continued)

3. Acquisitions (continued)

The components of the acquisition price and allocation to the assets and liabilities based on their estimated fair values at the date of the acquisition were as follows (in thousands):