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Acquisitions
9 Months Ended
Sep. 30, 2017
Acquisitions  
Acquisitions

 

2.Acquisitions

 

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 and 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 nine months ended September 30, 2017, the Company completed various other acquisitions that collectively complemented the Company’s existing product offerings and 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.