Note 4—Acquisitions

2018

During the year ended December 31, 2018, the Company completed various acquisitions that collectively complemented the Company's existing product offerings or added aftermarket and software capabilities to the Company's existing businesses. The following table reflects the components and preliminary fair value allocations of the consideration transferred in connection with the 2018 acquisitions and the respective reporting segment for each of the acquisitions (dollars in millions):


Company acquired	Anasys		JPK		Mestrelab		Hain		Alicona
Reportable segment assigned	BSI		BSI		BSI		BSI		BSI
Consideration Transferred:
Cash paid	$	27.0	$	16.6	$	11.2	$	76.6	$	55.4
Cash acquired		—		(0.2)		(1.9)		(3.4)		(1.4)
Contingent consideration		5.3		4.3		—		—		—
Total consideration transferred	$	32.3	$	20.7	$	9.3	$	73.2	$	54.0
Allocation of Consideration Transferred:
Inventories	$	2.8	$	3.0	$	—	$	9.7	$	10.1
Accounts receivable		0.8		1.8		2.4		5.9		3.7
Other current and non-current assets		1.1		0.7		0.8		1.5		2.0
Property, plant and equipment		—		—		0.1		2.3		1.5
Intangible assets:
Technology		7.3		7.0		4.9		38.1		15.2
Customer relationship		8.0		7.5		4.7		38.6		19.8
Backlog		1.8		1.1		—		—		2.3
Trade name		0.6		0.6		0.5		3.9		1.9
Goodwill		16.6		8.0		12.5		42.3		19.3
Deferred taxes, net		(3.2)		(4.9)		(2.5)		(19.6)		(9.1)
Liabilities assumed		(3.5)		(4.1)		(1.3)		(15.0)		(6.5)
Assumed debt		—		—		—		(11.3)		(6.2)
Redeemable noncontrolling interest		—		—		—		(23.2)		—
Hybrid instrument liability		—		—		(12.8)		—		—
Total consideration transferred	$	32.3	$	20.7	$	9.3	$	73.2	$	54.0

The impact of all 2018 acquisitions, individually and collectively, on revenues, net income and total assets was not material.

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

Anasys

On April 8, 2018, the Company acquired a 100% interest in Anasys Instruments Corp. (“Anasys”), a privately held company, for a purchase price of $27.0 million with the potential for additional consideration of up to $9.6 million based on revenue achievements in 2019 and 2020. Anasys develops and manufactures nanoscale infrared spectroscopy and thermal measurement instruments. Anasys is located in Santa Barbara, California and was integrated into the Bruker Nano Group within the BSI reportable segment.

The preliminary fair value allocation included contingent consideration in the amount of $5.3 million, which represented the estimated fair value of future payments to the former shareholders of Anasys based on Anasys achieving annual revenue targets for the years 2019 and 2020. The Company completed the fair value allocation in the fourth quarter of 2018. The amortization period for all intangible assets acquired in connection with Anasys is eight years, except for backlog which will be amortized over one year.

JPK

On July 11, 2018, the Company acquired a 100% interest in JPK Instruments AG (“JPK”), a privately held company, for a purchase price of Euro 14.2 million (approximately $16.6 million), with the potential for additional consideration of up to Euro 4.3 million (approximately $5.0 million) based on various operational achievements throughout 2019 and 2020. JPK adds in-depth expertise in live-cell imaging, cellular mechanics, adhesion, and molecular force measurements, optical trapping, and biological stimulus-response characterization to Bruker’s capabilities. JPK is located in Berlin, Germany and was integrated into the Bruker Nano Group within the BSI reportable segment.

The preliminary fair value allocation included contingent consideration in the amount of $4.3 million, which represented the estimated fair value of future payments to the former shareholders of JPK based on JPK achieving various operational achievements for the years 2019 and 2020. The Company expects to complete the fair value allocation in the second quarter of 2019. The amortization period for all intangible assets acquired in connection with JPK is eight years, except for backlog which will be amortized over one year.

Mestrelab

On October 1, 2018, Bruker acquired a 24.9% interest in Mestrelab Research, S.L. (“Mestrelab”) for a purchase price of Euro 4.7 million (approximately $5.4 million) and acquired an additional 26.1% interest on December 4, 2018 for a purchase price of Euro 5.2 million (approximately $5.9 million). The Company has options that can be exercised after 2022 to acquire the remaining 49%. Mestrelab adds in-depth expertise to assist in advancing chemistry software that handles spectroscopic data and extracts and manages chemical information from a variety of analytical techniques, including, for example, NMR and mass spectrometry. Mestrelab is located in Santiago de Compostela, Spain and was integrated into the Bruker BioSpin Group within the BSI reportable segment.

The Company expects to complete the fair value allocation during 2019. The amortization period for all intangible assets acquired in connection with Mestrelab is nine years, except for customer relationships which will be amortized over ten years.

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 49% of Mestrelab for cash at a contractually defined redemption value. These rights (embedded derivative) are exercisable beginning in 2022 and can be accelerated, at a discounted redemption value, upon certain events related to post combination services. As the option is 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. 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.

Hain

On October 15, 2018, Bruker acquired an 80% interest in Hain Lifescience GmbH (“Hain”) for a purchase price of Euro 66 million (approximately $76.4 million) and has options to acquire the remaining 20% exercisable after 2022. Hain is an infectious disease specialist with a broad range of molecular diagnostics solutions for the detection of microbial and viral pathogens, as well as for molecular antibiotic resistance testing. Hain is located in Nehren, Germany and was integrated into the Bruker CALID Group within the BSI reportable segment.

The Company expects to complete the fair value allocation during 2019. The amortization period for all intangible assets acquired in connection with Hain is 15 years.

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provided the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 20% of Hain for cash at a contractually defined redemption value. These rights are accelerated in certain events. As the redemption of 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 agreement establishes a redemption price floor of Euro 16.7 million (approximately $19.4 million). Beginning in 2022, the redemption price is capped at Euro 46 million and increases by Euro 6 million each year thereafter if unexercised by either party.

Subsequent to the acquisition, the redeemable noncontrolling interest is measured 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.

Alicona

On December 17, 2018, Bruker acquired a 100% interest in Agapetus GmbH (“Alicona”) for a purchase price of Euro 48.9 million (approximately $55.4 million). Alicona is a provider of optical-based metrology products. Alicona is located in Graz, Austria and was integrated into the Bruker Nano Group within the BSI reportable segment.

The Company expects to complete the fair value allocation during 2019. The amortization period for the intangible assets acquired in connection with Alicona is 8 years for the customer relationships and technology intangible assets, 12 years for the trade name intangible asset and 1 year for the backlog intangible asset.

Other Acquisitions

In addition to the acquisitions noted above, in the year ended December 31, 2018, 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 businesses. The total consideration transferred for the additional acquisitions was $12.7 million.

2017 & 2016

In the years ended December 31, 2017 and 2016, the Company completed various 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 in either year. Pro forma financial information reflecting these acquisitions were not been presented because the impact, individually and collectively, on revenues, net income and total assets is not material. Amounts allocated to goodwill that are attributable to expected synergies are not expected to be deductible for tax purposes. The following tables reflect 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
Hysitron, Incorporated	January 23, 2017	BSI		28.8		27.2
Luxendo GmbH	May 5, 2017	BSI		21.9		18.8
Other	Various	BSI		11.5		11.2
			$	71.3	$	66.3


Name of Acquisition	Date Acquired	Segment	Consideration		Cash Consideration
Oxford Instruments Superconducting Wire LLC (OST)	November 17, 2016	BEST	$	15.9	$	15.9
Other	Various	BSI		15.5		8.4
			$	31.4	$	24.3

Luxendo

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. Luxendo is located in Heidelberg, Germany and was integrated into the Bruker Nano Group within the BSI reportable segment.

The 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.

Hysitron

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 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.