SIGNIFICANT ACQUISITIONS AND DIVESTITURES Acquisition On December 13, 2019, the Company completed the acquisition of Zumbro. The Company made payments of $52,403 on the acquisition date, amounting to $47,058 to the former shareholders and $5,345 to Zumbro's lenders to pay Zumbro debt. Considering the cash acquired of $686, net payments made to the former shareholders were $46,372. The estimated goodwill of $18,073 arising from the acquisition consists largely of expected synergies, including the combined entities' experience and technical problem-solving capabilities, and acquired workforce. The goodwill is assigned to HNH and its tax deductibility for income taxes is still being assessed. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed: Cash and cash equivalents $ 686 Accounts receivable 3,380 Inventories 4,517 Prepaid &amp; other current assets 521 Property, plant and equipment 15,245 Customer relationships 8,200 Developed technology 4,400 Trade name 2,300 Other non-current assets 10 Accounts payable &amp; accrued expenses (1,538) Debt (5,345) Deferred income taxes (3,391) Goodwill 18,073 Amount paid to shareholders 47,058 Zumbro debt paid on purchase date 5,345 Total amount paid on acquisition date $ 52,403 The estimated valuation of the fair value of tangible and intangible assets acquired and liabilities assumed are based on management's estimates and assumptions that are subject to change. In preparing our preliminary fair value estimates of the intangible assets and certain tangible assets acquired, management, among other things, consulted an independent advisor. Valuation methods utilized included cost and market approaches for property, plant and equipment, excess earnings method for customer relationships and the relief from royalty method for other intangible assets. The purchase price and related allocation to assets acquired and liabilities assumed is preliminary pending finalizing actual working capital acquired as of the acquisition date. Additionally, certain intangible assets are not tax deductible and the related deferred tax liabilities are preliminary pending management's final review. Customer relationships are amortized over a 15-year period utilizing an accelerated method based on the estimated average customer attrition rate. Trade name and developed technology are amortized over 10 years and 12 years, respectively, utilizing the straight-line method as the consumption pattern of the related economic benefits cannot be reliably determined. The Company is indemnified for tax liabilities prior to the acquisition date. Indemnified tax liabilities will create an indemnification asset (receivable). At this time, an indemnification asset balance has not been established. On May 27, 2019, the Company acquired 100 percent of the outstanding common shares of Chemogas. The Company made payments of approximately 99,503 (translated to $111,324) on the acquisition date, amounting to approximately 88,579 (translated to $99,102) to the former shareholders and approximately 10,924 (translated to $12,222) to Chemogas' lender to pay Chemogas bank debt. Considering the cash acquired of 3,943 (translated to $4,412), net payments made to the former shareholders were 84,636 (translated to $94,690). The goodwill of $59,319 arising from the acquisition consists largely of expected synergies, including the combined entities' experience and technical problem-solving capabilities, and acquired workforce. The goodwill is assigned to the Specialty Products segment and is not tax deductible for income tax purposes. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed: Cash and cash equivalents $ 4,412 Accounts receivable 4,176 Inventories 957 Property, plant and equipment 15,972 Customer relationships 39,158 Developed technology 2,461 Trade name 1,119 Other assets 1,491 Accounts payable (3,261) Bank debt (12,222) Other liabilities (1,030) Pension obligation (net) (594) Deferred income taxes (12,856) Goodwill 59,319 Amount paid to shareholders 99,102 Chemogas bank debt paid on purchase date 12,222 Total amount paid on acquisition date $ 111,324 The estimated valuation of the fair value of tangible and intangible assets acquired and liabilities assumed are based on managements estimates and assumptions that are subject to change. In preparing our preliminary fair value estimates of the intangible assets and certain tangible assets acquired, management, among other things, consulted an independent advisor. Valuation methods utilized included cost and market approaches for property, plant and equipment, excess earnings method for customer relationships and the relief from royalty method for other intangible assets. The purchase price and related allocation to assets acquired and liabilities assumed is preliminary pending management's final review of fair value calculations and deferred tax liabilities related to certain non-deductible assets. Customer relationships are amortized over a 20-year period utilizing an accelerated method based on the estimated average customer attrition rate. Trade name and developed technology are amortized over 2 years and 10 years, respectively, utilizing the straight-line method as the consumption pattern of the related economic benefits cannot be reliably determined. The Company is indemnified for tax liabilities prior to the acquisition date. Indemnified tax liabilities will create an indemnification asset (receivable). At this time, an indemnification asset balance has not been established. In connection with Chemogas and Zumbro acquisitions, the Company incurred transaction and integration costs of $1,947 for the year ended December 31, 2019. In 2018, the Company, through its subsidiary, Balchem Italia, completed one immaterial acquisition, Bioscreen Technologies Srl. Total transaction and integration costs related to recent acquisitions, including the Chemogas and Zumbro acquisitions described above, are recorded in general and administrative expenses. These costs amounted to $2,273, $1,786, and $2,163 for the years ended December 31, 2019, 2018 and 2017, respectively. Divestiture On September 6, 2019, the Company sold an insignificant portion of its business. As a result of the transaction, the Company recorded a gain on sale, which was immaterial to the consolidated financial statements and included in general and administrative expenses. Operating results for the portion of the business sold were insignificant relative to the Companys consolidated financial results for year ended December 31, 2019.