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Acquisitions and Divestiture
9 Months Ended
Sep. 30, 2012
Acquisitions and Divestiture

4. Acquisitions and Divestiture

2012 Acquisitions

 

     Purchase
Consideration
     Total Net  Assets
(Liabilities)

Acquired
    Purchased
Intangible  Assets
     Goodwill  
     (in millions)  

NOS Clearing ASA(1)

   $ 40       $ 43      $ 1       $ —     

BWise Beheer B.V.

     77        (11     35         53   
  

 

 

    

 

 

   

 

 

    

 

 

 

 

(1) 

In the third quarter of 2012, we recognized a gain of $4 million on our acquisition of NOS Clearing ASA, or NOS Clearing, which is included in merger and strategic initiatives expense in the Condensed Consolidated Statements of Income.

Acquisition of NOS Clearing ASA

In July 2012, we acquired NOS Clearing for approximately $40 million (233 million Norwegian Krone). NOS Clearing is a leading Norway-based clearinghouse primarily for OTC traded derivatives for the freight market and seafood derivatives market. We acquired net assets of $43 million, primarily restricted cash related to regulatory capital. The purchased intangible assets totaling $1 million consisted of customer relationships. NOS Clearing is part of our European derivative trading and clearing business within our Market Services segment.

Acquisition of BWise Beheer B.V.

In May 2012, we acquired a 72% ownership interest in BWise Beheer B.V. and its subsidiaries, or BWise, a Netherlands-based service provider that offers enterprise governance, risk management and compliance software and services to help companies track, measure and manage key organizational risks for approximately $57 million in cash (47 million Euro). We have agreed to purchase the remaining 28% ownership interest in BWise in two separate transactions, resulting in 100% ownership by the first half of 2015 for a total purchase price of approximately $77 million (62 million Euro). We acquired net liabilities of $2 million and recorded a current deferred tax liability of $1 million and a non-current deferred tax liability of $8 million related to purchased intangible assets, resulting in total net liabilities acquired of $11 million. The purchased intangible assets totaling $35 million consisted of $23 million in customer relationships, $7 million in technology and $5 million in trade name. BWise is part of our Corporate Solutions business within our Issuer Services segment.

2011 Acquisitions

Acquisition of Glide Technologies

 

     Purchase
Consideration
     Total Net  Liabilities
Acquired
    Purchased
Intangible  Assets
     Goodwill  
     (in millions)  

Glide Technologies

   $ 22       $ (2   $ 4       $ 20   
  

 

 

    

 

 

   

 

 

    

 

 

 

In October 2011, we acquired Glide Technologies Limited, or Glide Technologies, a London-based service provider specializing in corporate communications and reputation management solutions, for $22 million. We acquired net liabilities, at fair value, totaling $1 million and recorded a non-current deferred tax liability of $1 million related to purchased intangible assets, resulting in total net liabilities acquired of $2 million. The purchased intangible assets totaling $4 million consisted of technology and customer relationships. Glide Technologies is part of our Corporate Solutions business within our Issuer Services segment.

The amounts in the tables above for NOS Clearing, BWise and Glide represent the preliminary allocation of the purchase price and are subject to revision during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date. Adjustments to the provisional values during the measurement period will be pushed back to the date of acquisition. Comparative information for periods after acquisition but before the period in which the adjustments are identified will be adjusted to reflect the effects of the adjustments as if they were taken into account as of the acquisition date. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill. There were no adjustments to the provisional values for the above acquisitions during the nine months ended September 30, 2012.

Acquisition of the Business of RapiData

In December 2011, we acquired the business of RapiData LLC, a leading provider of machine-readable economic news to trading firms and financial institutions, for an immaterial amount. This acquisition allows us to deliver U.S. government and other economic news directly from the source to customers interested in receiving information in an electronic feed. This service is part of our Market Data business within our Market Services segment.

Pro Forma Results and Acquisition-related Costs

Pro forma results of operations for the acquisitions completed during 2012 and 2011 have not been presented since these acquisitions both individually and in the aggregate were not material to our financial results.

Acquisition-related costs for the above acquisitions were expensed as incurred and are included in merger and strategic initiatives expense in the Condensed Consolidated Statements of Income.

2012 Divestiture

In August 2012, we sold our majority-owned subsidiary International Derivatives Clearing Group, LLC, or IDCG, to LCH Clearnet Group Limited, or LCH. Under the terms of the transaction, NASDAQ OMX received ordinary shares of LCH valued at 19 Euros per share resulting in NASDAQ OMX having a 3.7% pro forma ownership interest in LCH. We recorded a $14 million loss on the sale of IDCG which is included in loss on sale of business in the Condensed Consolidated Statements of Income. IDCG was part of our U.S. derivative trading and clearing business within our Market Services segment.