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Acquisitions
12 Months Ended
Dec. 31, 2023
Business Combinations [Abstract]  
Acquisitions

6. Acquisitions

Pro forma financial information has been presented for the PhenomeX acquisition and not for others because the impact, individually and collectively from the other acquisitions, on revenues and net income is not material. Amounts allocated to goodwill that are attributable to expected synergies are not expected to be deductible for tax purposes.

2023

 

On October 2, 2023, the Company acquired 100% of the outstanding stock of PhenomeX Inc. (“PhenomeX”), a publicly traded company, for a purchase price of $109.4 million, net of $11.8 million in cash acquired. Total cash consideration of $121.2 million consisted of $107.2 million for the acquisition of the outstanding stock including an $8.0 million payment to settle an employee award, and settlement of a $14.0 million note previously issued by the Company to PhenomeX during 2023. PhenomeX is a life science tools company with a focus on functional cell biology. Their products and services provide customers with, among other offerings, Optofluidic platforms such as the Beacon, Beacon Select and Beacon Quest as well as Proteomic Barcoding Platforms, such as the IsoLight System and the IsoSpark System. PhenomeX is domiciled in Emeryville, California and was integrated into the BSI Nano Segment. The Company renamed PhenomeX to Bruker Cellular Analytics (“BCA”) following acquisition.

 

The fair value of the identifiable intangible assets has been estimated by using the income approach through a discounted cash flow analysis of certain cash flow projections. The cash flow projections are based on forecasts used by the Company to price the acquisition, and the discount rates applied were benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital. The amortization period for the intangible assets acquired ranges from eight to twelve years for the technology and fifteen years for the customer relationships.

 

The components and fair value allocation of the consideration transferred in connection with the acquisition are as follows (in millions).

 

 

 

PhenomeX Inc.

 

Segment

 

BSI NANO

 

Consideration Transferred:

 

 

 

Cash paid

 

$

121.2

 

Cash acquired

 

 

(11.8

)

Total consideration transferred

 

$

109.4

 

Allocation of Consideration Transferred:

 

 

 

Accounts receivable

 

$

5.6

 

Inventories

 

 

42.1

 

Other current assets

 

 

7.6

 

Property, plant and equipment

 

 

33.5

 

Deferred tax assets

 

 

182.7

 

Other assets

 

 

24.3

 

Intangible assets:

 

 

 

Technology

 

 

24.0

 

Customer relationships

 

 

8.0

 

Liabilities assumed

 

 

(74.3

)

Total consideration allocated

 

$

253.5

 

Bargain purchase gain

 

$

144.1

 

 

 

The financial data presented above represents the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available to us as of the time of the issuance of these financial statements. The Company is in the process of reviewing and identifying acquisition accounting adjustments for several acquired tax positions including the final calculation of the acquired federal and state net operating loss carryforwards “NOLs”. Section 382(h) of the Tax Reform Act of 1986 imposed highly complex rules for the annual base limitation for NOL utilization, including the determination of built-in gains and losses. PhenomeX incurred significant losses prior to its acquisition by the Company and has undergone several ownership changes. Accordingly, the values recognized related to the deferred tax assets are based on provisional amounts and are subject to change until the Company finalizes its Section 382(h) study during the measurement period which is no later than one year from acquisition date. The final determination may result in asset and liability values that are different than the preliminary estimates and may result in an adjustment to the bargain purchase gain recorded in earnings.

 

ASC 805, Business Combinations, requires that any excess of fair value of acquired net assets, including identifiable intangible assets over the acquisition consideration, results in a gain from bargain purchase. The PhenomeX acquisition resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred by $144.1 million and is shown as a gain on bargain purchase on our consolidated statement of income. Prior to recognizing the gain, the Company reassessed the measurement and recognition of identifiable assets acquired, and liabilities assumed and concluded that the valuation procedures and resulting measures were appropriate. The acquisition resulted in a bargain purchase gain due to the following factors: (i) the sellers were motivated and were looking for new management to lead the strategic direction of the company, create economies of scale and return the company to profitable operations, (ii) recurring operating losses resulted in a valuation of PhenomeX that significantly affected its market capitalization that resulted in a sustained decrease in stock price and fair value and (iii) PhenomeX has accumulated significant NOL’s that can be utilized by the Company, subject to annual limitations, to reduce its US taxable income which could not be benefited by PhenomeX.

 

Results of acquired operations of BCA

The results of the acquired operations of BCA have been included in the consolidated financial statements of the Company since its acquisition date of October 2, 2023. For the period from October 2, 2023, through December 31, 2023, BCA had total revenues of $7.0 million and pre-tax net loss of $43.4 million. The tax effect on pre-tax net loss of BCA is included in the consolidated US tax return of Bruker Corporation.

 

In connection with the acquisition of PhenomeX, the Company incurred $10 million of acquisition-related expenses. These expenses primarily include legal and professional services. These acquisition-related expenses were recorded within Other Charges, Net in the consolidated statement of operations.

 

Shortly after acquiring PhenomeX, the Company initiated a restructuring plan. See Note 21, Other Charges, Net.

 

Supplemental Pro Forma Information (unaudited)

The supplemental pro forma financial information presented below is for illustrative purposes only, does not include the pro forma adjustments that would be required under Article 11 of Regulation S-X for pro forma financial information, is not necessarily indicative of the financial position or results of operations that would have been realized if the combination with PhenomeX had been completed on January 1, 2023, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.

 

On March 21, 2023, pursuant to a merger agreement (“IsoPlexis Merger”), Berkeley Lights, Inc. (“BLI”) acquired and merged with IsoPlexis Corporation (“IsoPlexis”) with IsoPlexis surviving the merger as a wholly owned subsidiary of BLI. The newly merged company was renamed PhenomeX Inc. Historical financial statements of PhenomeX for periods prior to the IsoPlexis Merger are the historical financial statements of BLI. As a result, it would not be meaningful and would be impracticable to present comparative pro forma financial information as though the acquisition of PhenomeX had occurred as of the beginning of the comparable prior annual reporting period as if the business combination with PhenomeX had been completed on January 1, 2022.

 

 

 

Year Ended December 31, 2023

 

 

 

Before Adjustments

 

 

Pro forma
Adjustments

 

 

After Adjustments

 

Revenue

 

$

3,005.9

 

 

$

 

 

$

3,005.9

 

Net income (loss)

 

$

285.0

 

 

$

(2.9

)

 

$

282.1

 

 

 

 

 

 

 

 

 

 

 

 

The supplemental pro forma financial information reflects pro forma adjustments which primarily include:

A net increase in amortization and depreciation expense of tangible and intangible assets which are assumed to be recorded at their assigned fair values as of January 1, 2023.
The related income tax effects of the adjustments noted above were not material.

 

 

 

 

In the year ended December 31, 2023, the Company completed various other acquisitions that collectively complemented its existing product offerings of the Company’s existing businesses. The following table reflects the consideration transferred and the respective reportable segment for certain of the 2023 acquisitions (in millions):

 

 

Biognosys, AG

 

 

Zontal Inc.

 

 

Miro Analytical AG

 

Segment

 

BSI CALID

 

 

BSI BioSpin

 

 

BSI CALID

 

Consideration Transferred:

 

 

 

 

 

 

 

 

 

Cash paid

 

$

73.6

 

 

$

14.8

 

 

$

8.6

 

Cash acquired

 

 

(9.5

)

 

 

(0.3

)

 

 

(0.5

)

Holdback

 

 

0.2

 

 

 

 

 

 

1.0

 

Fair value of hybrid financial instruments - founders

 

 

 

 

 

18.5

 

 

 

9.3

 

Fair value of redeemable noncontrolling interest - other shareholders

 

 

2.5

 

 

 

 

 

 

0.5

 

Fair value of contingent consideration

 

 

 

 

 

0.5

 

 

 

 

Total consideration transferred

 

$

66.8

 

 

$

33.5

 

 

$

18.9

 

Allocation of Consideration Transferred:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

$

3.6

 

 

$

0.7

 

 

$

 

Inventories

 

 

0.4

 

 

 

 

 

 

0.8

 

Other current assets

 

 

0.9

 

 

 

0.3

 

 

 

 

Property, plant and equipment

 

 

8.0

 

 

 

 

 

 

0.1

 

Other assets

 

 

4.3

 

 

 

2.5

 

 

 

 

Intangible assets:

 

 

 

 

 

 

 

 

 

Technology

 

 

10.2

 

 

 

5.8

 

 

 

8.9

 

Customer relationships

 

 

13.8

 

 

 

4.0

 

 

 

0.3

 

Backlog

 

 

0.8

 

 

 

0.2

 

 

 

 

Trade name

 

 

2.7

 

 

 

1.1

 

 

 

0.2

 

Goodwill

 

 

47.5

 

 

 

25.9

 

 

 

11.1

 

Liabilities assumed (a)

 

 

(25.4

)

 

 

(7.0

)

 

 

(2.5

)

Total consideration allocated

 

$

66.8

 

 

$

33.5

 

 

$

18.9

 

(a) This amount includes an assumed liability for vested employee awards of $6.3 million on the acquisition date which was settled in the post-closing period ended March 31, 2023, for Biognosys, AG.

 

Biognosys, AG

 

On January 3, 2023, the Company acquired 97.15% of the outstanding stock of Biognosys, AG (“Biognosys”), a privately held company, for a cash consideration of CHF 75 million (approximately $80.1 million) less assumed liability for employee awards of CHF 5.9 million (approximately $6.3 million). Biognosys offers mass spectrometry based next-generation proteomics contract research services as well as proprietary proteomics software and laboratory consumables to support academic, pharma and biotech research and clinical development. Biognosys is domiciled in Zurich, Switzerland, and was integrated into the BSI CALID Segment.

 

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 2.85% of Biognosys for cash to the founders at a contractually defined redemption value exercisable beginning in 2028. The option price to acquire the remaining 2.85% equity interest will have a minimum redemption, or floor, value at each purchase or sell date, subject to post combination employment. The fair value at acquisition date of these put option rights has been bifurcated into two financial instruments to separately account for the amounts attributable to the put option rights to sell the non-controlling interests on exercise dates at (1) above the minimum redemption value and (2) the minimum redemption value or floor value that is subject to post combination employment (the hybrid instrument) services.

 

The rights (embedded derivative) to the option shares can be sold at a minimum redemption value provided certain post combination employment services are met or at fair value, if above the floor, on the purchase or sell date. Therefore, the portion assigned to the minimum redemption value of option value of the hybrid instrument, which is tied to continued employment of the noncontrolling interest holders, was classified as a long-term liability on the consolidated balance sheet. The hybrid instrument was initially measured at fair value on the acquisition date and shall be accreted over the post combination service period. The acquisition date fair value of the hybrid instrument which is an embedded derivative was not material.

 

 

The rights associated with the portion of the noncontrolling interest above the minimum redemption value are contingently redeemable at the option of the Company or the noncontrolling interest holders. As redemption of the rights is contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of these rights in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The redeemable noncontrolling interest is initially measured at fair value on acquisition date and subsequently at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on fair value as defined in the purchase agreement and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings.

 

The amortization period for the intangible assets acquired is seven years for the technology and nine years for the customer relationships. The trade name was determined to have an indefinite life. The Company expects to amortize backlog through the end of 2025.

 

Zontal, Inc.

 

On May 4, 2023, the Company acquired 60% of the outstanding share capital of OSTHUS Beteiligungs GmbH and its wholly owned subsidiaries: OSTHUS Group GmbH, Zontal Inc., Zontal GmbH, and Zontal Data Information Technology (Dalian) co., Ltd, (hereinafter, the “Zontal Companies”) for cash consideration of EUR 13.4 million (approximately $14.8 million) with the potential for additional consideration of up to $14.4 million if certain revenue and EBITDA targets are met through 2025. Zontal, Inc, is the main operating company. The Zontal Companies offer various software applications and integrations including data management (Informatics and SDMS), which enables customers to harmonize, preserve and reuse their data to generate efficiencies and automate workflows. The Zontal Companies are domiciled in Aachen, Germany, and are integrated into the BSI BioSpin Segment.

 

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 40% of the Zontal Companies at a contractually defined redemption value exercisable beginning in 2027 and in 2031. The rights (embedded derivative) to the option shares can be exercised at a discounted redemption value upon certain events related to post combination employment services. As the options are tied to continued employment, the Company classified the hybrid instrument (noncontrolling interest with an embedded derivative) as a long-term liability on the consolidated balance sheet. The hybrid instrument associated with the options is initially measured at fair value on the acquisition date. Subsequent to the acquisition, the carrying value of the hybrid instrument is remeasured to fair value with changes recorded to stock-based compensation expense in proportion to the requisite service period vested.

 

The amortization period for the intangible assets acquired is eight years for technology, ten years for the trade name, and thirteen years for the customer relationships. The Company expects to amortize backlog through 2028.

 

MIRO Analytical AG

 

On October 2, 2023, the Company acquired 58.26% of the outstanding share capital of MIRO Analytical AG, (hereinafter, “MIRO”) for cash consideration of CHF 8.8 million (approximately $9.6 million). MIRO operates in the development, production, and distribution of equipment for gas analysis and related components. MIRO provides companies with tools to monitor and report on air pollution and greenhouse gases and therefore, empower them to act against air pollution and climate change. MIRO is domiciled in Switzerland and is integrated into the BSI CALID segment.

 

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 41.74% of MIRO at a contractually defined redemption value exercisable beginning in 2028 and in 2031. The redemption value and rights related to the noncontrolling interest vary for the founders and the other shareholder. The fair value of these rights has been bifurcated into two financial instruments to separately account for the amounts attributable to the founders and the amount attributable to other shareholders.

 

The rights (embedded derivative) associated with the founders shared may be exercised at a discounted redemption value upon certain events related to post combination employment services. As the options are tied to continued employment, the Company classified the hybrid instrument (noncontrolling interest with an embedded derivative) as a long-term liability on the consolidated balance sheet. The hybrid instrument associated with the founder’s options is initially measured at fair value on the acquisition date. Subsequent to the acquisition, the carrying value of the hybrid instrument is remeasured to fair value with changes recorded to stock-based compensation expense in proportion to the requisite service period vested.

 

The rights associated with the other noncontrolling interest holders are contingently redeemable at the option of the Company or the noncontrolling interest holders. As redemption of the rights is contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of these rights in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The redeemable noncontrolling interest is initially measured at fair value and subsequently at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings.

 

The amortization period for the intangible assets acquired is eleven years for technology. The Company has fully amortized the trade name and customer relationships as of December 31, 2023.

 

Other 2023 Acquisitions

In the year ended December 31, 2023, the Company completed various other acquisitions that complemented the Company's existing product offerings and are accounted for under the acquisition method. The following table reflects the consideration transferred and the respective reportable segment for these acquisitions (in millions):

 

Name of Acquisition

 

Date Acquired

 

Segment

 

Total
Consideration

 

 

Cash
Consideration

 

Acquifer Imaging GmbH and Deltabyte GmbH

 

January 4, 2023

 

BSI NANO

 

$

7.6

 

 

$

7.6

 

Pinpoint Testing LLC

 

March 28, 2023

 

BSI CALID

 

 

8.6

 

 

 

3.6

 

Fasmatech Science SA

 

March 3, 2023

 

BSI CALID

 

 

10.3

 

 

 

8.4

 

Interherence GmbH

 

July 3, 2023

 

BSI CALID

 

 

17.3

 

 

 

3.9

 

Other majority owned acquisitions

 

Various

 

Various

 

 

0.9

 

 

 

0.9

 

 

 

 

 

 

 

$

44.7

 

 

$

24.4

 

 

Minority and Equity-method investments

In the year ended December 31, 2023, the Company also made several minority investments. For these investments accounted for under the alternative measurement, these values also represent the carrying value at December 31, 2023. No impairments have been recognized on these investments. The following table reflects the consideration transferred and the respective reporting segment for the investments (in millions):

Name

 

Acquisition /
Investment

 

Financial
Statement
Classification

 

Date Acquired

 

Segment

 

Total
Consideration

 

 

Cash
Consideration

 

Tome Biosciences

 

Investment

 

Other long-term assets

 

July 26, 2023

 

Corporate

 

$

10.0

 

 

$

10.0

 

Other Investments

 

Investment

 

Other long-term assets

 

Various

 

Various

 

 

14.8

 

 

 

14.8

 

 

 

 

 

 

 

 

 

 

 

$

24.8

 

 

$

24.8

 

During the year ended December 31, 2023, the Company recorded a realized gain of $6.8 million from the sale of a minority investment. In the year ended December 31, 2022, the Company recorded an unrealized gain of $1.7 million from the remeasurement of a minority investment upon the occurrence of an observable transaction. The realized and unrealized gain is included in “Interest and other income (expense), net” in the Consolidated Statements of Income and Comprehensive Income.

 

For the year ended December 31, 2023, the Company recognized $18.2 million in impairment charges to write down the carrying value of certain minority investments. The Company did not recognize any impairment charges related to its minority investments for the year ended December 31, 2022. The impairment charges are included in “Interest and other income (expense), net” in the Consolidated Statements of Income and Comprehensive Income.

 

 

 

 

 

2024—Subsequent Event Acquisitions

 

On February 22, 2024, the Company acquired a minority equity interest in a privately held biotechnology company located in California for $10.0 million. The company utilizes precision proteomics to enable early detection of diseases.

 

On February 5, 2024, the Company acquired 100% of the outstanding stock of Nanophoton Corporation for a purchase price of $12.25 million, with potential for additional consideration of up to $5.25 million if certain revenue targets and non-revenue milestones are met through 2027.

 

On February 1, 2024, the Company acquired 100% of the outstanding stock of Spectral Instruments Imaging for a purchase price of $27.5 million, with potential for additional consideration of up to $10 million if certain revenue and EBITDA targets are met through 2025.

 

On January 2, 2024, the Company acquired 100% of the outstanding stock of Nion, LLC for a purchase price of $35 million, subject to a net working capital adjustment. The transaction also has the potential for additional contingent consideration of up to $23 million if certain revenue targets and non-revenue milestones are met.

 

On January 1, 2024, the Company acquired 100% of the outstanding stock of Tornado Spectral Systems for a purchase price of CAD 30 million ($23 million).

 

In December 2023, the Company entered into a binding put option agreement (the “Put Option Letter”) with Tecfin S.à r.l., a controlled affiliate of PAI Partners acting for itself and on behalf of the shareholders ( “the Sellers”) owning directly or indirectly 100% of the issued and outstanding securities of TecInvest S.à r.l, which does business as ELITechGroup. ELITechGroup’s subsidiaries are active in the molecular diagnostics, microbiology and biomedical testing equipment fields.

 

Following completion of required works council consultation processes in France and the Netherlands, on February 27, 2024, the Company entered into a Securities Purchase Agreement (the “Share Purchase Agreement”) with the Sellers to acquire all the outstanding securities of Tecfin S.a.r.l., Eliman S.A.S. and Eliman 2 S.A.S., which entities collectively, own a 100% interest in TecInvest S.a.r.l. Under the terms of the Share Purchase Agreement, the Company will acquire all issued and outstanding securities of ELITechGroup and their subsidiaries for a cash purchase price of EUR 870 million (approximately $962 million), subject to certain adjustments. The Share Purchase Agreement provides that closing of the acquisition is subject to the satisfaction or waiver of certain conditions, including certain regulatory approvals and notices. The Put Option Letter terminated upon execution of the Share Purchase Agreement.

 

 

 

 

 

 

 

 

 

 

2022

In the year ended December 31, 2022, the Company completed various acquisitions that collectively complemented its existing product offerings of to the Company’s existing businesses. The following table reflects the consideration transferred and the respective reportable segment for each of the 2022 acquisitions (in millions):

 

 

PreOmics GmbH

 

 

Optimal Industrial Automation and Technologies

 

 

Inscopix, Inc.

 

Segment

 

BSI CALID

 

 

BSI BioSpin

 

 

BSI Nano

 

Consideration Transferred:

 

 

 

 

 

 

 

 

 

Cash paid

 

$

52.1

 

 

$

40.3

 

 

$

101.5

 

Cash acquired

 

 

(16.0

)

 

 

(6.2

)

 

 

(12.1

)

Fair value of hybrid financial instruments - founders

 

 

20.9

 

 

 

 

 

 

 

Fair value of redeemable noncontrolling interest - other shareholders

 

 

6.8

 

 

 

 

 

 

 

Fair value of contingent consideration

 

 

 

 

 

0.4

 

 

 

 

Working capital adjustment

 

 

 

 

 

 

 

 

0.6

 

Total consideration transferred

 

$

63.8

 

 

$

34.5

 

 

$

90.0

 

Allocation of Consideration Transferred:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

$

0.4

 

 

$

1.9

 

 

$

3.2

 

Inventories

 

 

0.6

 

 

 

 

 

 

2.5

 

Other current assets

 

 

0.7

 

 

 

0.8

 

 

 

0.9

 

Property, plant and equipment

 

 

1.3

 

 

 

0.1

 

 

 

0.5

 

Other assets

 

 

0.4

 

 

 

0.8

 

 

 

4.7

 

Intangible assets:

 

 

 

 

 

 

 

 

 

Technology

 

 

12.5

 

 

 

5.9

 

 

 

26.6

 

Customer relationships

 

 

6.9

 

 

 

12.9

 

 

 

20.8

 

Backlog

 

 

 

 

 

1.1

 

 

 

 

Trade name

 

 

1.9

 

 

 

1.2

 

 

 

3.2

 

Goodwill

 

 

47.0

 

 

 

18.6

 

 

 

52.2

 

Liabilities assumed

 

 

(7.9

)

 

 

(8.8

)

 

 

(24.6

)

Total consideration allocated

 

$

63.8

 

 

$

34.5

 

 

$

90.0

 

PreOmics GmbH

On January 18, 2022, the Company acquired a 74.15% interest in PreOmics GmbH, (“PreOmics”), a privately held company, for a purchase price of EUR 46.1 million (approximately $52.1 million). PreOmics is a provider of sample preparation and automation solutions for proteomic analysis by mass spectrometry systems. PreOmics is located in Munich, Germany and was integrated into BSI CALID Segment.

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 25.85% of PreOmics for cash at a contractually defined redemption value for both the original founders and other shareholders of PreOmics, exercisable beginning in 2026. The fair value of these rights has been bifurcated into two financial instruments to separately account for the amounts attributable to the founders and the amount attributable to other shareholders.

The rights (embedded derivative) associated with the founders can be accelerated, at a discounted redemption value, upon certain events related to post combination employment services. As the options are tied to continued employment, the Company classified the hybrid instrument (noncontrolling interest with an embedded derivative) as a long-term liability on the consolidated balance sheet. The hybrid instrument associated with the founders is initially measured at fair value on the acquisition date. Subsequent to the acquisition, the carrying value of the hybrid instrument is remeasured to fair value with changes recorded to stock-based compensation expense in proportion to the requisite service period vested.

The rights associated with the other noncontrolling interest shareholders are contingently redeemable at the option. As redemption of the rights is contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of the redeemable noncontrolling interest in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The redeemable noncontrolling interest is initially measured at fair value and subsequently at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings.

The Company completed the fair value allocation during 2022. The amortization period for the intangible assets acquired is nine years for technology, and twelve years for the trade name and customer relationships.

 

Optimal Industrial Automation and Technologies

On April 1, 2022, the Company completed a share purchase agreement to acquire 100% of the outstanding stock of Optimal Industrial Technologies Limited (“OIT”) and Optimal Industrial Automation Limited (“OIA”), collectively, “Optimal”. The purchase price for the outstanding shares of Optimal was approximately GBP 30.7 million (approximately $40.3 million) with the potential for additional contingent consideration of up to GBP 3.4 million (approximately $4.5 million). OIA and OIT, provide industrial automation solutions and Process Analytical Technology (“PAT”) software and services to Life Sciences, Pharmaceutical, Chemical, Fast-Moving Consumer Goods, Power Generation and Food & Beverage customers around the globe. The Optimal Industrial Companies are closely related as OIA is a PAT software company, which develops and sells “turn-key industrial solution”, and OIT is a services company, which provides PAT expertise related to the software in addition to 24/7 integration support. Optimal is located in Bristol, England, and was integrated into the BSI BioSpin Segment. The Company accounted for the purchase of Optimal under the acquisition method.

The preliminary fair value allocation for Optimal included contingent consideration in the amount of GBP 0.3 million (approximately $0.4 million), which represented the estimated fair value of future payments to the former shareholders of Optimal based on achieving revenue targets in 2022. The Company completed the fair value allocation during the measurement period. The amortization period for the intangible assets acquired is ten years for the technology, between twelve years and fourteen years for the customer relationships, and thirteen years for the trade names. The Company amortized backlog through the second quarter of 2023.

Inscopix, Inc.

On November 7, 2022, the Company completed a share purchase agreement to acquire 100% of the outstanding stock of Inscopix, Inc. (“Inscopix”). The purchase price for the outstanding shares of Inscopix was $101.5 million. Inscopix is a private company founded in 2011 from Stanford University research that led to the invention of the miniscope. The innovation at the core of the Inscopix brain-mapping platform is the integration and miniaturization of the benchtop fluorescence microscope into a 2-gram device that can be mounted onto the head of a freely behaving animal to observe its brain activity. These miniscopes are empowering advances in neuroscience research and preclinical research for the development of transformational therapeutics. Inscopix is located in Mountain View, California and will be integrated into the BSI Nano Segment. The Company accounted for the purchase of Inscopix under the acquisition method.

The Company completed the fair value allocation during the measurement period. The amortization period for the intangible assets acquired is ten years for the technology and customer relationships, and twelve years for the trade name.

In addition to the PreOmics, Optimal and Inscopix acquisitions, in 2022 the Company completed various other acquisitions accounted for under the acquisition method that complemented the Company’s existing product offerings. The following table reflects the consideration transferred and the respective reportable segment for these acquisitions (in millions):

Name of Acquisition

 

Date Acquired

 

Segment

 

Total
Consideration

 

 

Cash
Consideration

 

Prolab Instruments GmbH

 

January 17, 2022

 

BSI CALID

 

$

5.7

 

 

$

5.5

 

PepSep Holding ApS

 

February 1, 2022

 

BSI CALID

 

 

4.1

 

 

 

2.8

 

IonSense, Inc

 

April 5, 2022

 

BSI CALID

 

 

9.5

 

 

 

8.1

 

Neurescence, Inc.

 

November 30, 2022

 

BSI Nano

 

 

7.5

 

 

 

7.1

 

 

 

 

 

 

 

$

26.8

 

 

$

23.5

 

In addition to the acquisitions noted above, in 2022 the Company also made several minority investments. The following table reflects the consideration transferred and the respective reportable segment for the acquisitions (in millions):

Name

 

Acquisition /
Investment

 

Financial
Statement
Classification

 

Date Acquired

 

Segment

 

Total
Consideration

 

 

Cash
Consideration

 

PrognomiQ, Inc

 

Investment

 

Other long-term assets

 

February 16, 2022

 

BSI CALID

 

$

12.0

 

 

$

12.0

 

Tofwerk, AG

 

Investment

 

Other long-term assets

 

April 28, 2022

 

BSI CALID

 

 

18.6

 

 

 

18.6

 

Kiyatec, Inc

 

Investment

 

Other long-term assets

 

November 23, 2022

 

BSI CALID

 

 

9.3

 

 

 

9.3

 

Other Investments

 

Investment

 

Other long-term assets

 

Various

 

BSI CALID

 

 

20.3

 

 

 

20.3

 

 

 

 

 

 

 

 

 

 

 

$

60.2

 

 

$

60.2