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Business Combinations (Tables)
6 Months Ended
Jun. 30, 2016
CBR Acquisition Holdings Corp  
Summary of the components of the estimated purchase price

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 preliminary 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 for CBR 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

 

 

Lumara Health  
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

 

 

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