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EXHIBIT 99.3

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

On June 1, 2016, pursuant to the Share Purchase Agreement (the “Share Purchase Agreement”) dated as of May 9, 2016, among Incyte Corporation (“Incyte” or the “Company”), as guarantor, Incyte Europe S.à.r.l. (“Incyte Europe”), a wholly-owned subsidiary of Incyte, as purchaser, ARIAD Pharmaceuticals (Cayman) L.P., as seller, and ARIAD Pharmaceuticals, Inc. (“ARIAD”), as guarantor, Incyte Europe completed the previously announced acquisition (the “Acquisition”) of all of the outstanding shares of ARIAD Pharmaceuticals (Luxembourg) S.à.r.l.  (“ARIAD Europe”), the parent company of ARIAD’s European subsidiaries responsible for the development and commercialization of Iclusig® (ponatinib)  in the European Union and 22 other countries, including Switzerland, Norway, Turkey, Israel and Russia (the “Territory”).  At the closing of the Acquisition, Incyte Europe paid a purchase price of $140.0 million, subject to customary working capital adjustments (the “Purchase Price”). ARIAD will be eligible to receive from Incyte Europe tiered royalties on net sales of Iclusig in the Territory and up to $135.0 million in potential future development and regulatory approval milestone payments. Incyte will also fund a portion of the ongoing clinical development of Iclusig through cost-sharing payments of up to $7.0 million in each of 2016 and 2017.

 

The unaudited pro forma condensed combined financial statements are based on Incyte’s historical consolidated financial statements and ARIAD Europe’s historical consolidated financial statements, as adjusted to give effect to the June 1, 2016 acquisition of ARIAD Europe. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2016 and the fiscal year ended December 31, 2015 give effect to the acquisition of ARIAD Europe as if it had occurred on January 1, 2015. The unaudited pro forma condensed combined balance sheet at March 31, 2016 gives effect to the acquisition of ARIAD Europe as if it had occurred on March 31, 2016.

 

The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of Securities and Exchange Commission (“SEC”) Regulation S-X. The pro forma adjustments reflecting the completion of the Acquisition are based upon the acquisition method of accounting in accordance with generally accepted accounting principles in the United States (“U.S.” and, such accounting principles, “U.S. GAAP”), and upon the assumptions set forth in the notes to the unaudited pro forma condensed combined financial statements. Management has also reclassified certain account balances and classes of transactions from the financial statements of ARIAD Europe to conform to the historic presentation of Incyte’s financial statements.

 

The preliminary estimated purchase consideration, as calculated and described in Note 3 to the unaudited pro forma condensed combined financial statements, has been allocated to net tangible and intangible assets acquired based on their respective estimated fair values. Management made significant assumptions and estimates in determining the preliminary estimated purchase price consideration and the preliminary allocation of the estimated purchase price in the unaudited pro forma condensed combined financial statements. These preliminary estimates and assumptions are subject to change during the estimated purchase price allocation period (not to exceed one year from the Acquisition date) as Incyte finalizes the valuations of the net tangible and intangible assets acquired. Differences between these preliminary estimates and the final amounts could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial statements.

 

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial position that would have been reported had the Acquisition been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial position of the combined company following the Acquisition. The unaudited pro forma condensed combined financial statements are based upon available information and certain assumptions that management believes are reasonable.

 

1



 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015

 

(In thousands, except per share amounts)

 

Historical
Incyte
FY15

 

Historical
Ariad Europe
FY15

 

Transaction
Related
Adjustments

 

Note
Reference

 

Pro Forma
Adjustments

 

Note
Reference

 

Pro Forma
Condensed
Combined

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product revenues, net

 

$

601,015

 

$

27,516

 

$

(737

)

2(a)

 

$

 

 

 

$

627,794

 

Product royalty revenues

 

74,821

 

 

 

 

 

 

 

 

74,821

 

Contract revenues

 

77,857

 

 

 

 

 

 

 

 

77,857

 

Other revenues

 

58

 

629

 

(15

)

2(a)

 

(386

)

4(e)

 

286

 

Total revenues

 

753,751

 

28,145

 

(752

)

 

 

(386

)

 

 

780,758

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenues

 

26,972

 

1,902

 

(711

)

2(a)

 

21,680

 

4(c)

 

49,843

 

Research and development

 

479,514

 

25,843

 

 

 

 

 

 

 

505,357

 

Selling, general and administrative

 

196,614

 

77,678

 

(22,763

)

2(a)(c)

 

 

 

 

251,529

 

Total costs and expenses

 

703,100

 

105,423

 

(23,474

)

 

 

21,680

 

 

 

806,729

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

50,651

 

(77,278

)

22,722

 

 

 

(22,066

)

 

 

(25,971

)

Interest and other income, net

 

7,089

 

 

 

 

 

 

 

 

7,089

 

Interest expense

 

(45,603

)

(1,917

)

1,917

 

2(b)

 

 

 

 

(45,603

)

Unrealized currency gain/loss

 

 

828

 

19

 

2(a)

 

 

 

 

847

 

Unrealized loss on long term investment

 

(4,581

)

 

 

 

 

 

 

 

(4,581

)

Income (loss) before provision for income taxes

 

7,556

 

(78,367

)

24,658

 

 

 

(22,066

)

 

 

(68,219

)

Provision (benefit) for income taxes

 

1,025

 

788

 

 

5

 

 

5

 

1,813

 

Net income (loss)

 

$

6,531

 

$

(79,155

)

$

24,658

 

 

 

$

(22,066

)

 

 

$

(70,032

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.04

 

 

 

 

 

 

 

 

 

 

 

$

(0.39

)

Diluted

 

$

0.03

 

 

 

 

 

 

 

 

 

 

 

$

(0.39

)

Shares used in computing net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

179,601

 

 

 

 

 

 

 

 

 

 

 

179,601

 

Diluted

 

187,302

 

 

 

 

 

 

 

 

 

 

 

179,601

 

 

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

 

2



 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

 

FOR THE THREE MONTHS ENDED MARCH 31, 2016

 

(In thousands, except per share amounts)

 

Historical
Incyte
Q1 FY16

 

Historical
Ariad Europe
Q1 FY16

 

Transaction
Related
Adjustments

 

Note
Reference

 

Pro Forma
Adjustments

 

Note
Reference

 

Pro Forma
Condensed
Combined

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product revenues, net

 

$

183,267

 

$

8,729

 

$

(3

)

2(a)

 

$

 

 

 

$

191,993

 

Product royalty revenues

 

21,903

 

 

 

 

 

 

 

 

21,903

 

Contract revenues

 

58,214

 

 

 

 

 

 

 

 

58,214

 

Other revenues

 

80

 

212

 

(3

)

2(a)

 

(143

)

4(e)

 

146

 

Total revenues

 

263,464

 

8,941

 

(6

)

 

 

(143

)

 

 

272,256

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenues

 

6,005

 

503

 

(3

)

2(a)

 

5,420

 

4(c)

 

11,925

 

Research and development

 

156,824

 

5,942

 

 

 

 

 

 

 

162,766

 

Selling, general and administrative

 

64,596

 

20,036

 

(5,696

)

2(a)(c)

 

 

 

 

78,936

 

Total costs and expenses

 

227,425

 

26,481

 

(5,699

)

 

 

5,420

 

 

 

253,627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

36,039

 

(17,540

)

5,693

 

 

 

(5,563

)

 

 

18,629

 

Interest and other income, net

 

1,492

 

 

 

 

 

 

 

 

1,492

 

Interest expense

 

(10,134

)

(702

)

702

 

2(b)

 

 

 

 

(10,134

)

Unrealized currency gain/loss

 

 

(772

)

(6

)

2(a)

 

 

 

 

(778

)

Unrealized loss on long term investment

 

(2,950

)

 

 

 

 

 

 

 

(2,950

)

Income (loss) before provision for income taxes

 

24,447

 

(19,014

)

6,389

 

 

 

(5,563

)

 

 

6,259

 

Provision (benefit) for income taxes

 

400

 

190

 

 

5

 

 

5

 

590

 

Net income (loss)

 

$

24,047

 

$

(19,204

)

$

6,389

 

 

 

$

(5,563

)

 

 

$

5,669

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.13

 

 

 

 

 

 

 

 

 

 

 

$

0.03

 

Diluted

 

$

0.12

 

 

 

 

 

 

 

 

 

 

 

$

0.03

 

Shares used in computing net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

187,184

 

 

 

 

 

 

 

 

 

 

 

187,184

 

Diluted

 

192,625

 

 

 

 

 

 

 

 

 

 

 

192,625

 

 

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

 

3



 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

 

AT MARCH 31, 2016

 

(In thousands)

 

Historical
Incyte
Mar-16

 

Historical
Ariad Europe
Mar-16

 

Transaction
Related
Adjustments

 

Note
Reference

 

Pro Forma
Adjustments

 

Note
Reference

 

Pro Forma
Condensed
Combined

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

657,615

 

$

13,920

 

$

(184

)

2(a)

 

$

(155,736

)

4(a)

 

$

515,615

 

Marketable securities - available-for-sale

 

153,054

 

 

 

 

 

 

 

 

153,054

 

Restricted cash and investments

 

517

 

 

 

 

 

 

 

 

517

 

Accounts receivable

 

101,280

 

9,967

 

(2,850

)

2(a)(b)

 

 

 

 

108,397

 

Inventory

 

1,309

 

335

 

 

 

 

3,665

 

4(i)

 

5,309

 

Prepaid expenses and other current assets

 

21,806

 

3,250

 

(2

)

2(a)

 

 

 

 

25,054

 

Deferred tax asset

 

 

114

 

 

 

 

(114

)

5

 

 

Total current assets

 

935,581

 

27,586

 

(3,036

)

 

 

(152,185

)

 

 

807,946

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted cash and investments

 

13,866

 

445

 

 

 

 

 

 

 

14,311

 

Long term investment

 

32,298

 

 

 

 

 

 

 

 

32,298

 

Inventory

 

17,277

 

 

 

 

 

 

 

 

17,277

 

Property and equipment, net

 

92,622

 

889

 

 

 

 

 

 

 

93,511

 

Goodwill

 

 

 

 

 

 

150,527

 

2(c), 3

 

150,527

 

Intangible assets

 

 

221,794

 

(221,794

)

2(c)

 

283,000

 

4(b)

 

283,000

 

Other assets, net

 

12,298

 

 

 

 

 

 

 

 

12,298

 

Total assets

 

1,103,942

 

250,714

 

(224,830

)

 

 

281,342

 

 

 

1,411,168

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

31,899

 

44,257

 

(43,110

)

2(b)

 

 

 

 

33,046

 

Accrued compensation

 

23,197

 

5,396

 

 

 

 

 

 

 

28,593

 

Interest payable

 

2,285

 

 

 

 

 

 

 

 

2,285

 

Accrued and other current liabilities

 

133,641

 

30,971

 

 

 

 

(26,728

)

4(g)

 

137,884

 

Contingent consideration

 

 

 

 

 

 

20,000

 

4(h)

 

20,000

 

Deferred revenue - collaborative agreements

 

9,297

 

1,211

 

 

 

 

(619

)

4(f)

 

9,889

 

Total current liabilities

 

200,319

 

81,835

 

(43,110

)

 

 

(7,347

)

 

 

231,697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible senior notes

 

627,642

 

 

 

 

 

 

 

 

627,642

 

Contingent consideration

 

 

 

 

 

 

273,000

 

4(h)

 

273,000

 

Other liabilities

 

48,233

 

469,279

 

(464,430

)

2(a)(b)(c)

 

 

 

 

53,082

 

Deferred revenue - collaborative agreements

 

 

4,211

 

 

 

 

(4,211

)

4(f)

 

 

Total liabilities

 

876,194

 

555,325

 

(507,540

)

 

 

261,442

 

 

 

1,185,421

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

 

 

 

 

 

Common stock

 

187

 

20

 

 

 

 

(20

)

4(d)

 

187

 

Additional paid-in capital

 

1,982,104

 

654

 

 

 

 

(654

)

4(d)

 

1,982,104

 

Accumulated other comprehensive (loss) income

 

397

 

(2,964

)

 

 

 

2,964

 

4(d)

 

397

 

Accumulated deficit

 

(1,754,940

)

(302,321

)

282,710

 

2(a)(b)

 

17,610

 

4(a), 4(d)

 

(1,756,941

)

Total stockholders’ equity (deficit)

 

227,748

 

(304,611

)

282,710

 

 

 

19,900

 

4(d)

 

225,747

 

Total liabilities and stockholders’ equity (deficit)

 

$

1,103,942

 

$

250,714

 

$

(224,830

)

 

 

$

281,342

 

 

 

$

1,411,168

 

 

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

 

4


 


 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1.              Description of the Transaction and Basis of Presentation

 

Description of the Transaction

 

On June 1, 2016, pursuant to the Share Purchase Agreement dated as of May 9, 2016, among Incyte, as guarantor, Incyte Europe, as purchaser, ARIAD Pharmaceuticals (Cayman) L.P., as seller, and ARIAD, as guarantor, Incyte Europe completed the previously announced acquisition of all of the outstanding shares of ARIAD Pharmaceuticals (Luxembourg) S.à.r.l., the parent company of ARIAD’s European subsidiaries responsible for the development and commercialization of Iclusig in the Territory.  At the closing of the Acquisition, Incyte Europe paid a purchase price of $140.0 million, subject to customary working capital adjustments. ARIAD will be eligible to receive from us tiered royalties on net sales of Iclusig in the Territory and up to $135.0 million in potential future development and regulatory approval milestone payments. Incyte will also fund a portion of the ongoing clinical development of Iclusig through cost-sharing payments of up to $7.0 million in each of 2016 and 2017.

 

Basis of Presentation

 

The unaudited pro forma condensed combined financial statements are based on Incyte’s and ARIAD Europe’s historical consolidated financial statements as adjusted to give effect to the acquisition of ARIAD Europe. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2016 and the fiscal year ended December 31, 2015 give effect to the ARIAD Europe acquisition as if it had occurred on January 1, 2015. The unaudited pro forma condensed combined balance sheet at March 31, 2016 gives effect to the ARIAD Europe acquisition as it if had occurred on March 31, 2016.

 

The unaudited pro forma condensed combined financial statements were prepared using the acquisition method of accounting and based on the historical financial information of Incyte and ARIAD Europe. The acquisition method of accounting in accordance with ASC 805 requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date, as defined in ASC 820, “Fair Value Measurement” (ASC 820). The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the transaction, (2) factually supportable, and (3) with respect to the unaudited pro forma condensed combined statement of operations, expected to have a continuing impact on the consolidated results.

 

The unaudited pro forma condensed combined financial statements have been compiled using the significant accounting policies as set forth in the audited consolidated financial statements included in Incyte’s Annual Report on Form 10-K. During the preparation of the unaudited pro forma condensed combined financial information, Incyte’s management performed an analysis of accounting policies at ARIAD Europe, and is not aware of any differences that could have a material impact on the unaudited pro forma condensed combined financial statements.

 

2.              Transaction Related Adjustments

 

The unaudited pro forma condensed combined financial statements include the following transaction related adjustments:

 

(a)         To remove balances attributable to the ARIAD Australia entity, which are not material. This entity was previously consolidated by ARIAD Europe; however it was not included in the Acquisition.

 

(b)         To eliminate ARIAD Europe’s intercompany accounts receivable, intercompany accounts payable, and intercompany loan payable, including associated interest expense, in accordance with the terms of the Acquisition.

 

(c)          To (i) eliminate ARIAD Europe’s historical intangible assets of $221.8 million and associated amortization expense as part of the transaction, and (ii) record the preliminary value of goodwill of $150.5 million.

 

5



 

3.              Preliminary Estimate of Purchase Price Consideration and Related Allocation

 

On June 1, 2016, Incyte Europe acquired ARIAD Europe for total consideration of approximately $433.0 million, calculated as described below. The unaudited pro forma condensed combined financial information includes various assumptions, including those related to the preliminary purchase price allocation of the assets acquired and liabilities assumed of ARIAD Europe based on management’s best estimates of fair value. The final purchase price allocation may vary based on final valuations and analyses of the fair value of the acquired assets and assumed liabilities. Accordingly, the pro forma adjustments are preliminary and have been made solely for illustrative purposes.

 

Preliminary Estimate of Purchase Price Consideration

 

The following table represents the preliminary estimate of total purchase price transferred to effect the Acquisition (in thousands):

 

PURCHASE CONSIDERATION

 

Upfront payments

 

$

140,000

 

Contingent consideration

 

293,000

 

Total purchase consideration

 

$

433,000

 

 

ARIAD will be eligible to receive from Incyte Europe tiered royalties of between 32% and 50% on net sales of Iclusig in the Territory and up to $135.0 million in potential future oncology development and regulatory approval milestone payments. The Company determined acquisition date fair value of contingent consideration to be $293.0 million, inclusive of the aforementioned royalties on future net sales. The fair value measurement is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. Future revisions to these assumptions could materially change the estimate of the fair value of contingent consideration and therefore materially affect the Company’s future financial results.

 

6



 

Preliminary Allocation of Estimated Purchase Price to Assets Acquired and Liabilities Assumed

 

The following represents the  preliminary estimated allocation of the purchase price to the assets acquired and the liabilities assumed by the Company, reconciled to the estimated purchase price (in thousands):

 

PURCHASE CONSIDERATION

 

Upfront payments

 

$

140,000

 

Contingent consideration

 

293,000

 

Total purchase consideration

 

$

433,000

 

 

PRELIMINARY ALLOCATION

 

 

 

Fair Value

 

 

 

 

 

Current assets

 

$

14,365

 

Property and equipment

 

889

 

Restricted cash

 

445

 

Intangible assets (1)

 

283,000

 

Total identifiable assets

 

298,699

 

Current liabilities

 

(11,377

)

Other long-term liabilities

 

(4,849

)

Total liabilities assumed

 

(16,226

)

Pro Forma Goodwill (2)

 

$

150,527

 

 


(1) As of the effective date of the acquisition, identifiable intangible assets are required to be measured at fair value. For purposes of these unaudited pro forma condensed combined financial statements, it is assumed that all assets will be used and that all assets will be used in a manner that represents the highest and best use of those assets. Incyte used an income approach to estimate the preliminary fair value of intangible assets. The acquired definite-lived intangibles, consisting of product rights, have a weighted-average useful life of approximately 12.5 years and will be amortized using the straight-line method. Indefinite-lived intangibles consist of in process R&D.

 

(2) Goodwill is calculated as the difference between the estimated fair value of the consideration transferred and the estimated fair values of the assets acquired and liabilities assumed. Goodwill is not amortized.

 

4.              Pro Forma Adjustments

 

The pro forma adjustments are based on management’s preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:

 

(a)         To record (i) cash-on-hand payment of $140.0 million for the purchase price consideration paid by Incyte Europe, (ii) the elimination of historical ARIAD Europe cash balances in accordance with the Share Purchase Agreement, and  (iii) the reduction in cash and stockholders’ equity resulting from transaction related expenses of approximately $2.0 million. Transaction related expenses have not been reflected in the unaudited pro forma condensed combined statements of operations as such expenses are not expected to have a continuing impact on the Company.

 

(b)         The following table represents the intangible assets of $283.0 million acquired in connection with the ARIAD Europe acquisition and the respective pro forma amortization expense (in thousands, except for estimated useful life):

 

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ACQUIRED INTANGIBLES

 

 

 

Preliminary
Fair Value

 

Preliminary
Estimated
Useful Life

 

Year Ended
December 31, 2015
Expense

 

Three Months
Ended March 31, 2016
Expense

 

Line item in Statement of Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

Product rights

 

$

271,000

 

12.5

 

$

21,680

 

$

5,420

 

Cost of product revenue

 

In-process R&D

 

12,000

 

 

 

 

 

 

Total

 

$

283,000

 

 

 

$

21,680

 

$

5,420

 

 

 

 

(c)          To record the preliminary amortization expense of $5.4 million for the three month period ended March 31, 2016 and $21.7 million for the year ended December 31, 2015 related to fair value adjustments recorded on the acquired license intangible.

 

(d)         To record the adjustments to stockholders’ equity to eliminate ARIAD Europe’s historical equity.

 

(e)          To remove the amortization of deferred revenue totaling $0.4 million for the 12 months ended December 31, 2015 and $0.1 million for the three month period ended March 31, 2016 relating to distribution agreements. ARIAD Europe received upfront payments from distributors for granting them the exclusive right to distribute Iclusig in specified countries. There is no continuing obligation associated with the fees received to date; therefore, a pro forma adjustment to remove historical amortization of deferred revenue has been included.

 

(f)           To remove the $0.6 million current and $4.2 million long-term deferred revenue liability related to the distribution agreements discussed in footnote 4(e), as there is no continuing obligation and therefore has no fair value in the purchase price allocation.

 

(g)          To remove a $26.7 million deferred product revenue liability as of March 31, 2016 related to the “Autorisation Temporaire D’Utilisation” (Temporary Authorization for Use) in France. Through March 31, 2016, ARIAD Europe was not recognizing revenue for payments received from customers in France as the sales price was not deemed fixed and determinable.  On May 17, 2016, Iclusig pricing and reimbursement negotiations with the National Health Authority were concluded and the price became fixed. The aggregate gross selling price of the shipments under these programs amounted to $28.4 million through March 31, 2016, of which $26.7 million was received as of March 31, 2016 and was therefore accrued for as a product deferred revenue liability in the historical results of ARIAD Europe. Under the terms of the Share Purchase Agreement, Incyte Europe is indemnified against any and all losses resulting from deferred refund obligations related to the conclusion of pricing and reimbursement negotiations with the National Health Authority. This deferred revenue liability has no fair value in the purchase price allocation, therefore we have recorded a pro forma adjustment to remove the liability.

 

(h)         To record the liability for contingent consideration, as outlined in the Share Purchase Agreement, totaling $293.0 million (the current portion of which is $20.0 million)  in the unaudited pro forma condensed combined balance sheet as of March 31, 2016.

 

(i)             To record the adjustment to step-up the inventory balance by $3.7 million to its preliminary fair value of $4.0 million.

 

INVENTORY ADJUSTMENT

 

(In thousands)

 

Mar-16

 

Inventory, preliminary fair value

 

$

4,000

 

Inventory, historical

 

335

 

Adjustment

 

$

3,665

 

 

5.              Tax Adjustments

 

The statutory tax rate was applied, as appropriate, to each statement of operation and balance sheet adjustment based on the jurisdiction in which the adjustment was expected to occur.  The tax effect of the temporary differences between the book and tax bases of assets and liabilities acquired and the estimated tax benefit from tax net operating losses of

 

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ARIAD Europe are reported as deferred tax assets and liabilities in the consolidated balance sheets. To the extent Incyte has estimated that it is more likely than not that ARIAD Europe will not realize the benefit of its deferred tax assets in a particular jurisdiction, Incyte has reduced the carrying amount of the net deferred tax asset with a valuation allowance, and adjusted the associated tax expense or benefit in the pro forma income statements.

 

Based on Incyte’s preliminary analysis, the acquisition of ARIAD Europe results in the acquisition of a net deferred tax asset in Switzerland, which is subject to a full valuation allowance as the realization of this deferred tax asset is uncertain at this time.

 

Although not reflected in the unaudited pro forma condensed combined financial statements, the effective tax rate of Incyte could be significantly different depending on post-acquisition activities, such as the geographical mix of taxable income affecting state and foreign taxes, among other factors.

 

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