Sale of TPack A/S

9 Months Ended

Dec. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

SALE OF TPACK A/S

SALE OF TPack A/S

On April 22, 2013, the Company completed the sale of TPack and certain specified intellectual property assets owned by the Company related to TPack's business for an aggregate consideration of $33.5 million, payable in cash, which reflects the $34.0 million base purchase price as adjusted for the working capital adjustment mechanism set forth in the Purchase Agreement, and remains subject to a potential final, non-material post-closing adjustments. In connection with the closing, there was a working capital adjustment of $0.5 million and the Company received a cash payment of $30.2 million. The remaining cash payment of $3.4 million of the aggregate consideration will be held back until March 31, 2014 to secure the Company's indemnification obligations subject to and in accordance with the terms of the Purchase Agreement. The distribution of this holdback amount is subject to any indemnification claims that the buyer may have under the terms of the Purchase Agreement and final resolution of any such claims.

TPack operated as part of the Company's Connectivity reporting unit. The sale of TPack does not represent an exit from the Connectivity business. The Company will continue to sell Connectivity technology products as an ongoing part of its business, and as such the sale of TPack is not a discontinuance of an operation.

In connection with the divestiture, we recorded a gain of $19.7 million. The following table summarizes the components of the gain (in thousands):

Total proceeds, net of working capital adjustment,	$	30,175
Net assets and liabilities	(184		)
Goodwill write off	(1,757		)
Intangibles write off	(11,404		)
Holdback amount	3,353
Legal fees and other costs	(484		)
Gain on sale of TPack	$	19,699

The total assets of TPack included $0.7 million of cash, cash equivalents and short term investments.