ACQUISITION OF SANGAMO THERAPEUTICS FRANCE S.A.S.

3 Months Ended

Mar. 31, 2021

ACQUISITION OF SANGAMO THERAPEUTICS FRANCE S.A.S.

In 2018, Sangamo entered into various agreements with the goal of eventually acquiring 100% of Sangamo France’s share capital, including arrangements with the holders of approximately 477,000 ordinary shares of Sangamo France pursuant to which the Company has the right to purchase such shares from the holders, and such holders have the right to sell to the Company such shares from time to time through mid-2021. As of March 31, 2021, the Company acquired approximately 453,000 of the 477,000 shares, increasing its ownership of the ordinary shares of Sangamo France to 99.9%. The fair value of the option to acquire the remaining shares was estimated to be an asset with immaterial balance as of March 31, 2021. See “Note 2 — Fair Value Measurements-Free Shares Asset” for information regarding the valuation method.

The acquisition of Sangamo France was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations, in exchange for total consideration of approximately $45.9 million at the October 2018 acquisition date. The operating results of Sangamo France after the October 2018 acquisition date have been included in the Company’s Condensed Consolidated Statements of Operations.

There was no goodwill impairment during the three months ended March 31, 2021 or during 2020 and, as noted below, substantially all of the non-controlling interest on the October 2018 acquisition date was subsequently acquired by the Company and, accordingly, substantially all of the goodwill is allocated to the Company as of March 31, 2021 and December 31, 2020.

Non-Controlling Interest

The fair value of the remaining non-controlling was determined based on the number of outstanding shares comprising the non-controlling interest and the $2.99 acquisition price per share as of the October 2018 acquisition date. The non-controlling interest is presented as a component of stockholders’ equity on the Company’s Condensed Consolidated Balance Sheets.

Non-controlling interest as of March 31, 2021 was as follows (in thousands):


	Total
Balance at December 31, 2020	$	(868)
Fair value of additional shares acquired	(64)
Loss attributable to non-controlling interest	(6)
Balance at March 31, 2021	$	(938)