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Business Combinations
9 Months Ended
Oct. 02, 2020
Business Combinations [Abstract]  
Business Combinations

3. Business Combinations

On July 31, 2019, the Company acquired 100% of the outstanding shares of ARGES GmbH (“ARGES”), a Wackersdorf, Germany-based supplier of innovative laser scanning subsystems used in industrial materials processing and medical applications, for a total purchase price of €65.7 million ($73.2 million), including net working capital adjustments. The purchase price consists of €24.0 million ($26.7 million) cash paid at closing, 124 thousand Novanta common shares issued upon closing (with a fair market value of €9.8 million, or $10.9 million, based on the closing market price of $87.58 per share on July 30, 2019), €7.1 million ($7.9 million) estimated fair value of contingent consideration and €24.8 million ($27.7 million) deferred cash consideration. In connection with the Company’s initiatives to preserve cash during a prolonged economic downturn caused by the COVID-19 pandemic, the Company reached an agreement with the former owner of ARGES in April 2020 to settle net working capital adjustments and to postpone a portion of the deferred cash consideration. The Company paid the seller €5.0 million in cash in June 2020 and expects to pay €20.0 million in cash in December 2020.

The final purchase price allocation is as follows (in thousands):

 

 

Amount

 

Cash

$

3,159

 

Accounts receivable

 

1,430

 

Inventories

 

7,129

 

Property, plant and equipment

 

14,095

 

Intangible assets

 

24,713

 

Goodwill

 

44,162

 

Other assets

 

2,244

 

Total assets acquired

 

96,932

 

Accounts payable

 

2,598

 

Deferred tax liabilities

 

6,721

 

Other liabilities

 

14,462

 

Total liabilities assumed

 

23,781

 

Total assets acquired, net of liabilities assumed

 

73,151

 

Less: cash acquired

 

3,159

 

Total purchase price, net of cash acquired

$

69,992