Business Combinations |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations | 9. Business Combinations On July 1, 2015, the Company and Quest Diagnostics Incorporated (“Quest”) closed on a joint venture transaction that resulted in the combination of their respective global clinical trials laboratory operations. The joint venture transaction was affected through the creation of two primary new legal entities that the Company controls. Both the Company’s and Quest’s clinical trials laboratory operations were contributed to these new legal entities. Quest was issued a 40% equity interest in the legal entities, the fair value of which was $423.3 million (40% of the fair value of all operations contributed by both parties) and represents the purchase price paid by the Company for the clinical trials laboratory operations that Quest contributed to the joint venture transaction. The resulting combined capabilities will provide its customers with globally scaled end-to-end clinical trials laboratory services and the combined business will be hereafter referred to and marketed as Q2 Solutions. The Company accounted for the contribution of the Quest businesses as a business combination and consolidated the related new legal entities in its financial statements with a noncontrolling interest for the portion owned by Quest and, accordingly, the assets acquired and the liabilities assumed have been recorded at their respective estimated fair values as of the transaction date. As a result, the Company recorded goodwill, primarily attributable to assembled workforce and expected synergies. This business combination is part of the Product Development segment and the resulting goodwill is not deductible for income tax purposes. The Company is continuing to evaluate the initial fair value measurement of the assets acquired and liabilities assumed as of the acquisition date. Further adjustments may be necessary as additional information related to the fair values of assets acquired and liabilities assumed is assessed during the measurement period (up to one year from the acquisition date). Pro forma information is not presented as the operations of the acquired business are not significant to the overall operations of the Company. Acquisition-related expenses were immaterial and are also not presented. The following table summarizes the estimated fair value of the net assets acquired at the date of the business combination (in thousands):
The other identifiable intangible assets consisted of the following (in thousands):
The acquired trade name is an indefinite-lived intangible asset that is not amortized. |