Business Combinations

12 Months Ended

Dec. 31, 2019

The Company acquired Mist Systems, Inc. ("Mist") in 2019; HTBase Corporation ("HTBase") in 2018; and Cyphort Inc. ("Cyphort") in 2017. Pro forma results of operations for these acquisitions have not been presented as the financial impact to the Company's consolidated results of operations, both individually and in aggregate, is not material. The goodwill recognized for these acquisitions was primarily attributable to expected synergies and is not deductible for U.S. federal income tax purposes.

2019 Acquisition

Mist

On April 1, 2019, the Company acquired 100% ownership of Mist Systems, Inc. (“Mist”) for $359.2 million. The purchase consideration consisted of cash of $354.5 million and approximately $4.6 million in share-based awards attributable to services prior to the acquisition. The acquisition of Mist, a company that provides cloud-managed wireless networks powered by artificial intelligence, is expected to enhance Juniper's enterprise networking portfolio by combining Mist’s next-generation Wireless LAN platform with Juniper's wired LAN, SD-WAN, and security solutions to deliver integrated end-to-end user and IT experiences.

Under the terms of the acquisition agreement with Mist, the Company assumed certain share-based awards for continuing employees, which were granted in contemplation of future services. The fair value of these share-based awards was $38.5 million, which will be expensed as share-based compensation over the remaining service period.

2018 Acquisition

HTBase

On December 7, 2018, the Company acquired 100% of the equity of HTBase for $19.6 million of cash. The acquisition of HTBase, a software company that has developed a unique and disruptive platform for software-defined enterprise multicloud, is expected to accelerate Juniper's leadership in multicloud and function with the compute orchestration capabilities of Contrail Enterprise Multicloud.

Prior to the acquisition, the Company had an outstanding promissory note and bridge notes totaling $1.6 million, measured at fair value, which were effectively settled upon acquisition.

Under the terms of the acquisition agreement with HTBase, the Company granted certain share-based awards to continuing employees in substitution of awards held by such employees, which were granted in contemplation of future services. The fair value of these share-based awards was $3.8 million, which will be expensed as share-based compensation over the remaining service period.

2017 Acquisition

Cyphort

On September 18, 2017, the Company acquired 100% of Cyphort for $33.5 million of cash. The acquisition of Cyphort, a software company providing security analytics for advanced threat defense, is expected to strengthen Juniper's security product portfolio.

Under the terms of the acquisition agreement with Cyphort, the Company assumed certain share-based awards for continuing employees, which were granted in contemplation of future services. The fair value of these share-based awards was $3.8 million, which will be expensed as share-based compensation over the remaining service period.

Acquisition Costs

The Company recognized $16.6 million, $4.4 million, and $2.1 million of acquisition-related costs during the years ended December 31, 2019, December 31, 2018, and December 31, 2017, respectively. These acquisition-related costs were expensed in the period incurred within general and administrative expense in the Company's Consolidated Statements of Operations.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition dates (in millions):



	2019		2018			2017
	Mist		HTBase			Cyphort
Net tangible assets acquired/(liabilities) assumed	$	28.3	$	(1.0	)	$	1.4
Intangible assets	102.0		7.8			15.4
Goodwill	228.9		14.4			16.7
Total	$	359.2	$	21.2		$	33.5

The following table summarizes the fair value of the separately identifiable intangible assets at the time of acquisition and the period over which each intangible asset will be amortized (in millions, except years):



	2019			2018			2017
	Mist			HTBase			Cyphort
	Weighted Average Estimated Useful Life (In Years)	Amount		Weighted Average Estimated Useful Life (In Years)	Amount		Weighted Average Estimated Useful Life (In Years)	Amount
Intangible assets:
Existing technology	5	$	81.0	4	$	7.8	5	$	15.4
Customer relationships	5	15.0		—	—		—	—
Trade name	5	6.0		—	—		—	—
Total intangible assets acquired		$	102.0		$	7.8		$	15.4