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Acquisitions and Dispositions
9 Months Ended
Sep. 29, 2012
Acquisitions and Dispositions Disclosure  
Acquisitions and Dispositions [Text Block]

Note 2.       Acquisitions and Dispositions

       On September 13, 2012, the Specialty Diagnostics segment acquired One Lambda, a provider of transplant diagnostics, for approximately $884 million, net of cash acquired, including related real estate and subject to a post-closing adjustment, plus up to $25 million of additional contingent consideration based upon the achievement of specified operating results in the year following the acquisition. The company recorded $13 million as the fair value of contingent consideration at the acquisition date. The acquisition of One Lambda enhances the segment's presence in specialty in vitro diagnostics and adds new capabilities to the company's transplant-testing workflow. Revenues of One Lambda were $182 million in 2011. The purchase price exceeded the fair value of the identifiable net assets and, accordingly, $274 million was allocated to goodwill, all of which is tax deductible.

       On May 1, 2012, the Laboratory Products and Services segment acquired Doe & Ingalls Management, LLC, a North Carolina-based channel for specialty production chemicals and provider of customized supply-chain services to the life sciences and microelectronics industries, for $175 million plus up to $3 million of contingent consideration. The acquisition expands the segment's products and services that address the production market. Revenues of Doe & Ingalls totaled approximately $110 million in 2011. The purchase price exceeded the fair value of the identifiable net assets and, accordingly, $81 million was allocated to goodwill, $53 million of which is tax deductible.

       In addition, in the first nine months of 2012, the Analytical Technologies segment acquired a manufacturer and supplier of radioactive isotope identifiers, x-ray and gamma-ray detectors and spectroscopy systems used to detect radioactive and other nuclear materials in security and environmental settings and the Specialty Diagnostics segment acquired a business that holds proprietary technology for tests to diagnose pre-eclampsia and eclampsia. The aggregate consideration for these acquisitions was $15 million plus contingent consideration of up to $5 million.

       The company made contingent purchase price and post closing adjustment payments totaling $5 million in the first nine months of 2012, for acquisitions completed prior to 2012. The contingent purchase price payments were contractually due to the sellers upon achievement of certain performance criteria at the acquired businesses.

       The company's acquisitions have historically been made at prices above the fair value of the acquired identifiable assets, resulting in goodwill, due to expectations of the synergies that will be realized by combining the businesses. These synergies include the elimination of redundant facilities, functions and staffing; use of the company's existing commercial infrastructure to expand sales of the acquired businesses' products; and use of the commercial infrastructure of the acquired businesses to cost-effectively expand sales of company products.

       Acquisitions have been accounted for using the purchase method of accounting, and the acquired companies' results have been included in the accompanying financial statements from their respective dates of acquisition. Acquisition transaction costs are recorded in selling, general and administrative expenses. The net assets acquired have been recorded based on estimates of fair value and, for acquisitions completed within the past year, are subject to adjustment upon finalization of the valuation process. The company is not aware of any information that indicates the final valuations will differ materially from preliminary estimates.

       The components of the purchase price and net assets acquired for 2012 acquisitions are as follows:

(In millions) One Lambda Doe & Ingalls Other Total
             
Purchase Price            
 Cash paid $ 878.8 $ 174.8 $ 15.4 $ 1,069.0
 Purchase price payable   6.7       6.7
 Fair value of contingent consideration   12.9   1.5   1.4   15.8
 Cash acquired   (1.2)       (1.2)
               
   $ 897.2 $ 176.3 $ 16.8 $ 1,090.3
             
Net Assets Acquired            
 Current assets $ 111.3 $ 21.7 $ 1.8 $ 134.8
 Property, plant and equipment   30.3   11.6   0.1   42.0
 Intangible assets:            
  Customer relationships   335.4   68.2   3.1   406.7
  Product technology   172.5   1.1   7.1   180.7
  Tradenames and other   17.2   16.8     34.0
 Goodwill   274.4   81.3   8.8   364.5
 Other assets     0.4     0.4
 Liabilities assumed   (43.9)   (24.8)   (4.1)   (72.8)
               
   $ 897.2 $ 176.3 $ 16.8 $ 1,090.3

       The weighted-average amortization periods for intangible assets acquired in 2012 are 13 years for customer relationships, 11 years for product technology and 13 years for tradenames and other. The weighted average amortization period for all intangible assets acquired in 2012 is 13 years.

       The company acquired Dionex Corporation in May 2011, the Phadia group in August 2011 and One Lambda in September 2012. Had the acquisitions of Dionex and Phadia been completed as of the beginning of 2010, and the acquisition of One Lambda been completed as of the beginning of 2011, the company's pro forma results for 2012 and 2011 would have been as follows:

    Three Months Ended Nine Months Ended
   September 29, October 1,September 29, October 1,
(In millions except per share amounts) 2012 2011 2012 2011
             
Revenues $ 3,122.6 $ 3,053.5 $ 9,383.7 $ 9,158.5
               
Income from Continuing Operations $ 318.8 $ 289.0 $ 920.6 $ 816.9
               
Net Income $ 309.8 $ 288.1 $ 849.5 $ 1,127.0
               
Earnings per Share from Continuing Operations:            
 Basic $ 0.88 $ 0.76 $ 2.52 $ 2.12
 Diluted $ 0.87 $ 0.75 $ 2.50 $ 2.09
               
Earnings per Share:            
 Basic $ 0.85 $ 0.75 $ 2.32 $ 2.93
 Diluted $ 0.85 $ 0.75 $ 2.31 $ 2.89

       Pro forma results include non-recurring pro forma adjustments that were directly attributable to the business combinations. Acquisition-related transaction costs incurred by the company and One Lambda of $12.8 million and $15.0 million in the three and nine months ended September 29, 2012, respectively, recorded in 2012 have been assumed to have occurred in 2011 for pro forma purposes.

       Additionally, the following non-recurring pro forma adjustments relating to charges recorded in 2011 have been assumed to have occurred in 2010 for pro forma purposes:

  • Pre-tax increase in income of $21.6 million for the nine months ended October 1, 2011, relating to monetizing equity awards held by Dionex employees at the date of acquisition.
  • Pre-tax increase in income of $24.4 million and $39.0 million for the three and nine months ended October 1, 2011, respectively, for the sale of Dionex and Phadia inventories revalued at the date of acquisition.
  • Pre-tax increase in income of $17.7 million and $80.6 million in the three and nine months ended October 1, 2011, respectively, for acquisition-related transaction costs incurred by the company, Dionex and Phadia.

       The company's results would not have been materially different from its pro forma results had the company's other 2012 and 2011 acquisitions occurred at the beginning of 2011 or 2010, respectively.

Dispositions

       On October 22, 2012, the company sold its laboratory workstations business and on April 4, 2011, the company sold its Athena Diagnostics business and its Lancaster Laboratories business (See Note 14).