XML 49 R34.htm IDEA: XBRL DOCUMENT v3.6.0.2
Business Combinations (Tables)
12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Summary of the components of the estimated purchase price
The following table summarizes the components of the total purchase price paid for Lumara Health, as adjusted for the final net working capital and other adjustments (in thousands):
 
Total Acquisition Date Fair Value
Cash consideration
$
600,000

Fair value of AMAG common stock issued
111,964

Fair value of contingent milestone payments
205,000

Estimated working capital and other adjustments
821

Purchase price paid at closing
917,785

Less:
 
Cash received on finalization of the net working capital and other adjustments
(562
)
Cash acquired from Lumara Health
(5,219
)
Total purchase price
$
912,004

The following table summarizes the components of the total purchase price paid for CBR, as adjusted for the final net working capital, indebtedness and other adjustments (in thousands):
 
Total Acquisition
Date Fair Value
Cash consideration
$
700,000

Estimated working capital, indebtedness and other adjustments
(17,837
)
Purchase price paid at closing
682,163

Cash paid on finalization of the net working capital, indebtedness and other adjustments
193

Total purchase price
$
682,356

Summary of estimated fair values of the assets acquired and liabilities assumed related to the business combination
The following table summarizes the fair values assigned to assets acquired and liabilities assumed by us along with the resulting goodwill at the Lumara Health Acquisition Date, as adjusted for certain measurement period adjustments for Lumara Health recorded during 2015 (in thousands):
 
Total Acquisition Date Fair Value
Accounts receivable
$
36,852

Inventories
30,300

Prepaid and other current assets
3,322

Deferred income tax assets 
102,355

Property and equipment
60

Makena base technology
797,100

IPR&D
79,100

Restricted cash - long term
1,997

Other long-term assets
3,412

Accounts payable
(3,807
)
Accrued expenses
(36,561
)
Deferred income tax liabilities 
(295,676
)
Other long-term liabilities
(4,563
)
Total estimated identifiable net assets
$
713,891

Goodwill
198,113

Total
$
912,004

The following table summarizes the fair values assigned to the CBR assets acquired and liabilities assumed by us along with the resulting goodwill at the CBR Acquisition Date, as adjusted for certain measurement period adjustments recorded since the CBR Acquisition Date (in thousands): 
 
Total Acquisition Date Fair Value
Accounts receivable
$
8,660

Inventories
3,825

Prepaid and other current assets
8,480

Restricted cash - short-term
30,752

Property, plant and equipment
29,401

Customer relationships
297,000

Trade name and trademarks
65,000

Favorable lease asset
358

Deferred income tax assets
5,062

Other long-term assets
496

Accounts payable
(2,853
)
Accrued expenses
(13,770
)
Deferred revenues - short-term
(3,100
)
Payable to former CBR shareholders
(37,947
)
Deferred income tax liabilities
(149,873
)
Other long-term liabilities
(506
)
Total estimated identifiable net assets
$
240,985

Goodwill
441,371

Total 
$
682,356

Summary of unaudited pro forma results
The pro forma amounts do not include any expected cost savings or restructuring actions which may be achievable or may occur subsequent to the acquisition of Lumara Health or CBR, or the impact of any non-recurring activity. The following table presents the unaudited pro forma consolidated results (in thousands):

 
Years Ended December 31,
 
2015
 
2014
Pro forma combined revenues
490,451

 
364,447

Pro forma combined net income (loss)
28,217

 
(57,739
)