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3. BUSINESS COMBINATIONS
EMA ACQUISITION
On December 30, 2011, we completed the acquisition of EMA Kimya Sistemleri Sanayi ve Ticaret A.S. (the "EMA Acquisition"), an MDI-based polyurethanes systems house in Istanbul, Turkey for approximately $11 million, net of cash acquired and including the repayment of assumed debt. We have accounted for the EMA Acquisition using the acquisition method and transaction costs charged to expense associated with this acquisition were not significant. For purposes of a preliminary allocation of the acquisition cost to assets acquired and liabilities assumed, we have assigned the excess of the acquisition cost over historical carrying values of $7 million to property, plant and equipment. At December 31, 2011, the excess of the acquisition cost over historical carrying values had been assigned as goodwill. This preliminary purchase price allocation is likely to change once we complete the analysis of the fair value of tangible and intangible assets acquired and liabilities assumed. Net sales for the three and six months ended June 30, 2011 related to the business acquired were approximately $7 million and $12 million, respectively. Net losses for the three and six months ended June 30, 2011 related to the business acquired were approximately $1 million and $2 million, respectively.
LAFFANS ACQUISITION
On April 2, 2011, we completed the acquisition of the chemical business of Laffans Petrochemicals Limited, an amines and surfactants manufacturer located in Ankleshwar, India (the "Laffans Acquisition") at a cost of approximately $23 million. The acquired business has been integrated into our Performance Products segment. Transaction costs charged to expense related to this acquisition were not significant.
We have accounted for the Laffans Acquisition using the acquisition method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed. The allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions):
|
|
|
|
|
|
Acquisition cost
|
|
$ |
23 |
|
| |
|
|
|
|
Fair value of assets acquired and liabilities assumed:
|
|
|
|
|
|
Accounts receivable
|
|
$ |
9 |
|
|
Inventories
|
|
|
2 |
|
|
Other current assets
|
|
|
2 |
|
|
Property, plant and equipment
|
|
|
12 |
|
|
Intangibles
|
|
|
3 |
|
|
Accounts payable
|
|
|
(3 |
) |
|
Accrued liabilities
|
|
|
(1 |
) |
|
Other noncurrent liabilities
|
|
|
(1 |
) |
| |
|
|
|
|
Total fair value of net assets acquired
|
|
$ |
23 |
|
| |
|
|
|
If this acquisition were to have occurred on January 1, 2011, the following estimated pro forma revenues and net income attributable to Huntsman Corporation and Huntsman International would have been reported (dollars in millions):
Huntsman Corporation
|
|
|
|
|
|
|
Pro Forma
Six months
ended
June 30, 2011 |
|
|
Revenues
|
|
$ |
5,627 |
|
|
Net income attributable to Huntsman Corporation
|
|
|
177 |
|
Huntsman International
|
|
|
|
|
|
|
Pro Forma
Six months
ended
June 30, 2011 |
|
|
Revenues
|
|
$ |
5,627 |
|
|
Net income attributable to Huntsman International
|
|
|
181 |
|
|