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Acquisitions
3 Months Ended
Mar. 31, 2018
Acquisitions  
Acquisitions

 

3.Acquisitions

 

There were no material acquisitions completed in the three months ended March 31, 2018.

 

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.