On September 3, 2019, we acquired all of the outstanding equity interests of Breathe, a developer and manufacturer of a patented wearable, non-invasive ventilation technology that supports improved patient mobility, for total aggregate cash consideration of $127.6 million. The purchase price is subject to certain post-closing adjustments. The transaction was financed through borrowings from the 2024 Revolving Credit Facility (Note 6).

The results of Breathe are included in the Front Line Care segment of our Consolidated Financial Statements since the date of acquisition. The impact to reported revenue and net income in fiscal 2019 was not significant.

The following table summarizes the preliminary estimate of the fair value of assets acquired and liabilities assumed at the date of the Breathe acquisition. The fair value of assets acquired and liabilities assumed are still considered to be preliminary, however we do not expect further adjustments to be significant.



	Amount
Trade accounts receivable, net of allowances	$	0.3
Inventories	6.3
Other current assets	0.1
Property, plant and equipment	2.1
Goodwill	60.2
Trade name	4.0
Customer relationships	0.4
Developed technology	56.0
Other assets	0.2
Trade accounts payable	(0.5		)
Other current liabilities	(1.6		)
Deferred income taxes	0.9
Other long-term liabilities	(0.8		)
Total purchase price, net of cash acquired	$	127.6

Goodwill in connection with the Breathe acquisition of $60.2 million was recognized at the acquisition date related to the excess of the purchase price over the estimated fair value of the assets acquired and the liabilities, reflecting the value associated with enhancing synergies, accelerating our leadership in respiratory health products. The goodwill was allocated entirely to our Front Line Care segment, which is not deductible for tax purposes in the United States.

The estimated useful lives of the acquired intangible assets are 2 years for trade name, 11 years for customer relationships and 8 years for developed technology.

In fiscal 2019, we recognized $6.4 million of acquisition and integration costs in Selling and administrative expenses and $1.7 million in Special charges related to this acquisition.

On April 1, 2019, we acquired all of the outstanding equity interests of Voalte, a clinical communications software company located in the United States, for total aggregate consideration of $181.0 million, comprised of $175.8 million cash and $5.2 million of contingent consideration measured at fair value as of the acquisition date. The purchase price is subject to certain post-closing adjustments. Additionally, contingent consideration is payable of up to $15.0 million based upon the achievement of certain commercial milestones. The transaction was financed through borrowings from the 2021 Revolving Credit Facility (Note 6).

The results of Voalte are included in the Patient Support Systems segment of our Consolidated Financial Statements since the date of acquisition. The impact to reported revenue and net income in fiscal 2019 was not significant.

The following table summarizes the preliminary estimate of the fair value of assets acquired and liabilities assumed at the date of the Voalte acquisition. The fair value of assets acquired and liabilities assumed are still considered to be preliminary, however we do not expect further adjustments to be significant.



	Amount
Trade accounts receivable, net of allowances	$	5.8
Inventories	0.1
Other current assets	2.7
Property, plant and equipment	0.2
Goodwill	98.4
Non-competition agreements	2.7
Trade name	13.5
Customer relationships	29.0
Developed technology	55.0
Trade accounts payable	(1.7		)
Deferred revenue	(10.7		)
Other current liabilities	(4.1		)
Deferred income taxes	(9.9		)
Total purchase price, net of cash acquired	$	181.0

Goodwill in connection with the Voalte acquisition of $98.4 million was recognized at the acquisition date related to the excess of the purchase price over the estimated fair value of the assets acquired and the liabilities, reflecting the value associated with enhancing synergies, accelerating our leadership in care communications platform and advancing our digital and mobile communications platform and capabilities. The goodwill was allocated entirely to our Patient Support Systems segment, which is not deductible for tax purposes in the United States.

The estimated useful lives of the acquired intangible assets are 5 years for non-competition agreements and between 8 and 12 years for trade name, customer relationships and developed technology.

We recognized $12.1 million of acquisition and integration costs, including $3.2 million related to contingent consideration, in fiscal 2019 in Selling and administrative expenses related to this acquisition.

Net income on an unaudited pro-forma basis, as if the Breathe and Voalte acquisitions had been consummated at the beginning of fiscal 2018 is $161.6 million and $208.6 million for fiscal 2019 and fiscal 2018, respectively. The impact to our net revenue on an unaudited pro-forma basis would not have been significant.

The unaudited pro-forma information was calculated after applying our accounting policies and adjusting Breathe and Voalte’s results to reflect purchase accounting adjustments. The unaudited pro-forma financial information is not necessarily indicative of results of operations that would have been achieved had the acquisition events taken place on the dates indicated, or the future consolidated results of operations of the combined company.

On February 14, 2017, we completed the acquisition of Mortara Instrument, Inc. (“Mortara”) for consideration of $330.0 million in cash ($311.2 million, net of cash acquired), primarily financed through a private offering of $300.0 million of senior unsecured notes (Note 6). Mortara provides a portfolio of diagnostic cardiology devices designed to serve the full continuum of clinical care, from acute care to primary care and clinical research organizations.

The results of Mortara are included in the Consolidated Financial Statements since the date of acquisition. The impact to our fiscal 2017 net revenue and net income was not significant. The impact to our net revenue and net income on an unaudited proforma basis, as if the Mortara acquisition had been consummated at the beginning of fiscal 2016, would not have been significant.

The following summarizes the fair value of assets acquired and liabilities assumed at the date of the Mortara acquisition. The results are considered final.



	Amount
Trade receivables	$	16.4
Inventory	21.5
Other current assets	2.8
Property, plant and equipment	18.2
Goodwill	165.5
Trade name	15.8
Customer relationships	37.9
Developed technology	52.3
Other noncurrent assets	4.8
Current liabilities	(22.8		)
Noncurrent liabilities	(1.2		)
Total purchase price, net of cash acquired	$	311.2

Goodwill in connection with the Mortara acquisition was allocated entirely to our Front Line Care segment. A majority of the goodwill is attributed to the acquired U.S. operations which is deductible for tax purposes.

The estimated useful lives of the acquired intangible assets are 7 years for trade name, 8 years for customer relationships and 7 years for developed technology.

On October 1, 2018, we acquired the right to use patented technology and certain related assets from a supplier to our Front Line Care segment. We paid $17.1 million of cash and committed to guaranteed minimum future royalty payments of $22.0 million, which is presented in Other intangible assets and software, net and is being amortized over the 7-year term of the agreement.

On August 2, 2019, we completed a disposition to sell certain of our surgical consumable products and related assets for a purchase price of $166.6 million, which is net of cash and working capital adjustments. We recorded a pre-tax loss on this disposition of $15.9 million in Investment income (expense) and other, net, including transaction costs of $4.0 million. This disposition did not have a major effect on the Company's operations or financial results, and, therefore, has not been reported as a discontinued operation.

In fiscal 2018, we conveyed certain net assets related to our third-party rental business that was part of our Patient Support Systems segment, which was comprised of purchased moveable medical equipment that could be rented to customers, to Universal Hospital Services, Inc. (“UHS”) in exchange for UHS’s agreement to dismiss its previously disclosed litigation against us (“Settlement Agreement”). As a result, we recorded a loss of $24.5 million in Special charges, which included $20.9 million related to the non-cash loss reserve for the assets conveyed, and other Settlement Agreement related costs of approximately $3.6 million. The transaction closed in fiscal 2018.

In fiscal 2017, we sold our Völker business that was part of our Patient Support Systems segment. We recorded a loss of $25.4 million, relating mainly to non-cash write-downs of long-lived assets and working capital associated with the Völker brand portfolio, and transaction related costs of approximately $3.0 million in Special charges. In fiscal 2018, we recorded a gain of $1.0 million attributable to the final working capital settlement associated with the Völker transaction.

In fiscal 2017, we sold our Architectural Products business that was part of our Patient Support Systems segment for $4.5 million in cash proceeds and recorded a gain in Investment income and other, net that was not significant.