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Acquisitions and Divestitures
6 Months Ended
Jun. 27, 2021
Business Combination and Asset Acquisition [Abstract]  
Acquisitions and Divestitures Acquisitions and divestitures
Acquisitions
On February 18, 2020, we acquired IWG High Performance Conductors, Inc. ("HPC"), a privately-held original equipment manufacturer of minimally invasive medical products and high performance conductors. The acquisition complements our OEM product portfolio.
On December 28, 2020, we acquired Z-Medica, LLC ("Z-Medica"), a privately-held medical device company that manufactures and sells hemostatic (hemorrhage control) products, marketed under the QuikClot, Combat Gauze and QuickClot Control+ brand names, to complement our anesthesia product portfolio. The acquisition included an initial cash purchase price of $500.0 million, with the potential to make an additional payment up to $25 million upon the achievement of certain commercial milestones.
Divestiture
On May 15, 2021, we entered into a definitive agreement to sell certain product lines within our global respiratory product portfolio (the "Divested respiratory business") to Medline Industries, Inc. (“Medline”) for consideration of $286.0 million, reduced by $12 million in working capital not transferring to Medline, and is subject to customary post-close adjustments (the "Respiratory business divestiture").
On June 28, 2021, the first day of the third quarter of 2021, we completed the initial phase of the Respiratory business divestiture, pursuant to which we received cash proceeds of $259 million and we estimate that we will recognize a pre-tax gain on the sale of approximately $100 million. The second phase of the divestiture will occur once we transfer certain additional manufacturing assets to Medline. Our receipt of $15.0 million in additional cash proceeds is contingent upon the transfer of these manufacturing assets and is expected to occur prior to the end of 2023. We plan to recognize the contingent consideration, and any gain on sale resulting from the second phase of the divestiture, when it becomes realizable. In connection with the Respiratory business divestiture, we entered into several ancillary agreements with Medline to help facilitate the transfer of the business, which provide for transition support, quality, supply and manufacturing services.
Net sales attributable to our Divested respiratory business are included within each of our geographic segments and were $29.6 million and $60.7 million during the three and six months ended June 27, 2021, respectively, and $138.5 million during the year ended December 31, 2020. As a result of the Respiratory business divestiture, the following assets and liabilities were designated as assets and liabilities held for sale as of June 27, 2021:
June 27, 2021
Assets
Inventories$26,936 
Current assets held-for-sale26,936 
Property, plant and equipment, net17,006 
Intangible assets, net41,583 
Goodwill35,745 
Operating lease assets1,053 
Other assets39 
Noncurrent assets held-for-sale95,426 
Total assets held-for-sale$122,362 
Liabilities
Other current liabilities$488 
Noncurrent operating lease liabilities568 
Liabilities held-for-sale$1,056