Acquisitions

12 Months Ended

Oct. 31, 2020

Business Combination And Asset Acquisition [Abstract]

The following is a summary of the allocation of the total purchase consideration for business and asset acquisitions that the Company completed during fiscal 2020, 2019, and 2018:



(In millions)	2020			2019		2018
Customer relationships	$	11.4		$	7.5	$	23.5
Trademarks	5.1			10.2		100.0
Technology	—			12.3		—
Composite intangible asset	—			—		1,061.9
Other	3.9			0.1		4.2
Total identifiable intangible assets	$	20.4		$	30.1	$	1,189.6
Goodwill	15.3			29.8		70.6
Net tangible (liabilities) assets	(0.3		)	7.3		59.6
Total purchase price	$	35.4		$	67.2	$	1,319.8

All acquisitions were funded by cash generated from operations or facility borrowings.

For business acquisitions, the Company recorded tangible and intangible assets acquired and liabilities assumed at their fair values as of the applicable date of acquisition. For asset acquisitions, the Company recorded tangible and intangible assets acquired and liabilities assumed at their estimated and relative fair values as of the applicable date of acquisition.

The Company believes these acquisitions strengthen CooperSurgical's and CooperVision's businesses through the addition of new distributors or complementary products and services.

Fiscal Year 2020

On August 7, 2020, CooperVision completed the acquisition of a privately-held U.S contact lens manufacturer focusing on ortho-k lenses. This acquisition expands CooperVision’s specialty eye care portfolio and its leadership in addressing the increasing severity and prevalence of myopia. The purchase price allocation is preliminary and the Company is in the process of finalizing information and the corresponding impact on goodwill.

On December 13, 2019, CooperSurgical completed the acquisition of a privately-held distributor of in vitro fertilization (IVF) medical devices and systems.

The pro forma results of operations have not been presented because the effect of the business combinations described above were not material to our consolidated results of operations.

Fiscal Year 2019

Purchase price allocation for the acquisitions in fiscal year 2019 are completed.

On December 31, 2018, CooperSurgical completed the acquisition of a privately-held U.S. medical device company that develops mechanical surgical solutions for skin closure.

On December 28, 2018, CooperVision completed the acquisition of a privately-held scleral lens company, which expands CooperVision's specialty and scleral lens portfolio.

The pro forma results of operations of these acquisitions have not been presented because the effects of the business combinations described above, individually and in the aggregate, were not material to the reported consolidated financial results.

Fiscal Year 2018

PARAGARD

On November 1, 2017, CooperSurgical acquired the assets of the PARAGARD Intrauterine Device (IUD) business (PARAGARD) from Teva Pharmaceuticals Industries Limited for $1.1 billion.

This asset acquisition broadened and strengthened CooperSurgical's product portfolio. PARAGARD® is the only hormone-free, long lasting, reversible contraceptive approved by the United States Food and Drug Administration (FDA) available in the United States.

The Company has accounted for the acquisition of PARAGARD as a purchase of assets in accordance with ASC Topic 805, Business Combinations, and ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, whereby the Company recognized assets acquired based on their estimated relative fair values on the acquisition date. Due to the required screening test, the acquisition does not meet the definition of a business as substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset. The Company retained independent appraisers to advise management in the determination of the relative fair value of the various assets acquired and liabilities assumed. The values assigned in these financial statements represent management’s best estimate of relative fair values as of the acquisition date.

The following table summarizes the relative fair values of net assets acquired and liabilities assumed using the cost accumulation and allocation model:



(In millions)	Relative Fair Value
Composite intangible asset ⁽¹⁾	$	1,061.9
Assembled workforce intangible asset⁽²⁾	1.2
Property, plant and equipment	2.0
Inventory ⁽³⁾	47.3
Other assets	9.4
Total assets acquired	$	1,121.8
Less: liabilities assumed	16.4
Total Purchase Price	$	1,105.4

The Company proportionally allocated the acquisition costs to the net assets acquired. The acquisition-related costs included advisory, legal, valuation and other professional fees.

⁽¹⁾Composite Intangible asset consists of technology, trade name, New Drug Application (NDA) approval and physician relationships, which have been valued as a single composite intangible asset as they are inextricably linked. The composite asset was identified as the primary asset acquired, was valued using the Multi-Period Excess Earnings Method and will be amortized over 15 years.

⁽²⁾An assembled workforce was recognized as a separate acquired intangible asset, given the purchase of assets and will be amortized over 5 years.

⁽³⁾Inventory relative fair value includes step up of $45.4 million.

As PARAGARD was considered an asset purchase as opposed to a business acquisition in accordance with the guidance under ASC 805, Business Combinations, and ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, the Company has not included proforma financial information which is applicable for a business acquisition.

Other Acquisitions

On April 3, 2018, CooperSurgical completed the acquisition of a privately held company that specializes primarily in in-vitro fertilization (IVF) media. This acquisition product categories include media products as well as IVF laboratory air filtration products and dishware.

On January 4, 2018, CooperVision acquired a long-standing distribution partner, with a leading position in the distribution of contact lenses to the Optical and Pharmacy sector in Israel.

On December 1, 2017, CooperVision acquired a leading provider of orthokeratology (ortho-k) specialty contact lenses and oxygen permeable rigid contact lens materials. ortho-k contact lenses are overnight lenses which enable corneal topography correction for myopia (nearsightedness) patients.