Note 3—Acquisitions

2017

On May 5, 2017, the Company acquired 100% of the shares of Luxendo GmbH ("Luxendo"), a privately held spin-off of the European Molecular Biology Laboratory, for a purchase price of Euro 17 million (approximately $18.8 million), with the potential for additional consideration based on revenue achievements in 2018 through 2021. Luxendo is a developer and manufacturer of proprietary light-sheet fluorescence microscopy instruments. The Company believes the acquisition enhances the Company's portfolio of swept-field confocal, super-resolution, and multiphoton fluorescence microscope product lines for small organism embryology, live-cell imaging, brain development and cleared brain tissue and optogenetics applications. Luxendo is located in Heidelberg, Germany and is being integrated into the Bruker Nano Group within the BSI reportable segment. The acquisition of Luxendo was accounted for under the acquisition method. The components and fair value allocation of the consideration transferred in connection with the acquisition were as follows (in millions):

Consideration Transferred:
Cash paid	$	20.1
Cash acquired		(1.3	)
Contingent consideration		3.1

Total consideration transferred	$	21.9


Allocation of Consideration Transferred:
Inventories		1.1
Other current and non-current assets		0.4
Property, plant and equipment		0.3
Intangible assets:
Existing technology		10.9
Trade name		0.8
Goodwill		11.2
Deferred taxes, net		(2.4	)
Liabilities assumed		(0.4	)

Total consideration transferred	$	21.9

The preliminary fair value allocation included contingent consideration in the amount of $3.1 million, which represented the estimated fair value of future payments to the former shareholders of Luxendo based on achieving annual revenue targets for the years 2018 through 2021. The Company completed the fair value allocation in the third quarter of 2017. The amortization period for intangible assets acquired in connection with the acquisition of Luxendo is 10 years for trade names and 7 years for technology.

The results of Luxendo, including the amount allocated to goodwill that is attributable to expected synergies and not expected to be deductible for tax purposes, have been included in the BSI Segment from the date of acquisition. Pro forma financial information reflecting the acquisition of Luxendo has not been presented because the impact on revenues, net income and total assets is not material.

On January 23, 2017, the Company acquired 100% of the shares of Hysitron, Incorporated ("Hysitron"). The acquisition adds Hysitron's nanomechanical testing instruments to the Company's existing portfolio of atomic force microscopes, surface profilometers, and tribology and mechanical testing systems. Hysitron is included in the Bruker Nano Group within the BSI reportable segment. The acquisition of Hysitron was accounted for under the acquisition method. The components and fair value allocation of the consideration transferred in connection with the acquisition of Hysitron were as follows (in millions):

Consideration Transferred:
Cash paid	$	27.9
Cash acquired		(0.7	)
Contingent consideration		1.6

Total consideration transferred	$	28.8


Allocation of Consideration Transferred:
Accounts receivable, net	$	3.0
Inventories		3.8
Other current assets		0.2
Property, plant and equipment		0.6
Intangible assets:
Customer relationships		5.8
Existing technology		4.7
Trade name		1.2
Other		0.6
Goodwill		16.6
Deferred taxes, net		(4.1	)
Capital lease		(0.2	)
Liabilities assumed		(3.4	)

Total consideration transferred	$	28.8

The fair value allocation included contingent consideration in the amount of $1.6 million, which represented the estimated fair value of future payments to the former shareholders of Hysitron based on achieving annual revenue targets for the years 2017 through 2018. The Company completed the fair value allocation in the second quarter of 2017. The maximum potential future payments related to the contingent consideration is $10 million. The amortization period for intangible assets acquired in connection with Hysitron is 7 years for customer relationships, trademarks and other intangibles and 5 years for existing technology.

The results of Hysitron, including the amount allocated to goodwill that is attributable to expected synergies and not expected to be deductible for tax purposes, have been included in the BSI Segment from the date of acquisition. Pro forma financial information reflecting the acquisition of Hysitron has not been presented because the impact on revenues, net income and total assets is not material.

In addition to the acquisitions noted above, in the year ended December 31, 2017, the Company completed various other acquisitions that collectively complemented the Company's existing product offerings or added aftermarket and software capabilities to the Company's existing microbiology business. The impact of these acquisitions, individually and collectively, on revenues, net income and total assets was not material. Pro forma financial information reflecting these acquisitions has not been presented because the impact, individually and collectively, on revenues, net income and total assets is not material. The following table reflects the consideration transferred and the respective reporting segment for each of the acquisitions:

Name of Acquisition	Date Acquired	Segment	Consideration		Cash Consideration
InVivo Biotech Svs GmbH.	January 2, 2017	BSI	$	9.1	$	9.1
SCIILs GmbH	January 2, 2017	BSI		3.1		3.1
Hysitron, Incorporated	January 23, 2017	BSI		28.8		27.2
Luxendo GmbH	May 5, 2017	BSI		21.9		18.8
XGLab S.r.l.	August 1, 2017	BSI		5.5		5.5
the pTD/ePaTOX II business of Analytik Jena AG	August 2, 2017	BSI		0.4		0.4
MERLIN Diagnostika GmbH	September 20, 2017	BSI		2.5		2.2

			$	71.3	$	66.3

2016

On December 14, 2016, we acquired 100% of the stock of Active Spectrum Inc., a manufacturer of magnetic resonance spectroscopy. On November 17, 2016, we acquired 100% of the membership interests of Oxford Instruments Superconducting Wire LLC (OST), a manufacturer of low-temperature superconductors. On November 2, 2016, we acquired the assets of Renishaw Diagnostics Ltd., a developer and producer of molecular assays for applications in microbiology. On November 21, 2016, we acquired the preclinical imaging business of OncoVision, a leading provider of innovative medical imaging devices. On June 20, 2016, we acquired the assets of Yingsheng Technology Pty Ltd., which comprise a technology for advanced minerals identification and characterization. The products of the acquired companies are intended to complement the Company's existing product portfolio and technology base. The following table reflects the consideration transferred and the respective reporting segment for each of the acquisitions:

Name of Acquisition	Segment	Consideration		Cash Consideration
Yingsheng Technology Pty Ltd	BSI	$	1.7	$	1.2
Renishaw Diagnostics Ltd.	BSI		3.6		1.2
Oxford Instruments Superconducting Wire LLC	BEST		15.9		15.9
Preclinical Imaging Business of OncoVision	BSI		7.4		6.0
Active Spectrum Inc.	BSI		2.8		—

		$	31.4	$	24.3

The components and fair value allocation of the consideration transferred in connection with these acquisitions were as follows (in millions):

Consideration Transferred:
Cash paid	$	25.9
Cash acquired		(1.6	)
Shares issued		2.0
Contingent consideration		5.1

Total consideration transferred	$	31.4


Allocation of Consideration Transferred:
Accounts receivable	$	6.9
Inventories		19.1
Other current assets		0.1
Property, plant and equipment		7.5
Intangible assets:
Customer relationships		2.0
Existing technology		14.6
Trade name		0.6
Goodwill		1.0
Bargain purchase gain		(9.2	)
Deferred taxes, net		(1.0	)
Liabilities assumed		(10.2	)

Total consideration transferred	$	31.4

The Company completed the fair value allocation for these acquisitions at December 31, 2016. The fair value allocation included contingent consideration in the amount of $5.1 million, which represented the estimated fair value of future payments to the former shareholders of the acquired companies based on achieving annual revenue and gross margin targets in future years. The future payments of the contingent consideration may differ from the fair value recorded based on the financial results of the acquired businesses. The amortization period for intangible assets is between 5 and 7 years. The bargain purchase gain of $9.2 million related to the acquisition of OST, and has been recorded within interest and other income, net on the consolidated statements of income and comprehensive income. The acquisition resulted in a bargain purchase gain because the assets acquired exceeded the consideration paid. Pro forma financial information reflecting these acquisitions have not been presented because the impact on revenues, net income and total assets is not material.

2015

In October 2015, the Company completed the acquisition of Jordan Valley Semiconductors, Ltd. ("Jordan Valley"), a company headquartered in Israel that provides X-ray metrology and defect-detection equipment for semiconductor process control. The acquisition of Jordan Valley was accounted for under the acquisition method. The components and fair value allocation of the consideration transferred in connection with the acquisition of Jordan Valley were as follows (in millions):

Consideration Transferred:
Cash paid	$	35.4
Cash acquired		(6.8	)
Contingent consideration		4.1

Total consideration transferred	$	32.7


Allocation of Consideration Transferred:
Accounts receivable	$	3.8
Inventories		10.5
Other current assets		2.2
Property, plant and equipment		1.6
Intangible assets:
Customer relationships		6.8
Existing technology		6.0
Trade name		1.5
Goodwill		6.3
Liabilities assumed		(6.0	)

Total consideration transferred	$	32.7

The Company completed the fair value allocation in the fourth quarter of 2015. The fair value allocation included contingent consideration in the amount of $4.1 million, which represented the estimated fair value of future payments to the former shareholders of Jordan Valley based on achieving annual revenue and gross margin targets for the years 2016-2017. During the year ended December 31, 2016, the Company recorded an additional $7.7 million to other charges, net for additional consideration based on 2016 revenue and gross margin achievements. The maximum potential future payments related to the contingent consideration is $4.1 million at December 31, 2016. The amortization period for intangible assets acquired in connection with Jordan Valley is 7 years for customer relationships, existing technology and trade name.

The results of Jordan Valley, including the amount allocated to goodwill which is attributable to expected synergies and not expected to be deductible for tax purposes, have been included in the BSI Segment from the date of acquisition. Pro forma financial information reflecting the acquisition of Jordan Valley has not been presented because the impact on revenues, net income and total assets is not material.