Acquisitions

On November 9, 2012, the Company completed its acquisition of Vyatta, Inc. (“Vyatta”), a privately held developer of a software-based network operating system suite headquartered in Belmont, California, which became a wholly-owned subsidiary of the Company as a result of the acquisition. The Vyatta operating suite is relevant for multiple applications in network virtualization, software-defined networking (“SDN”) and private/public cloud computing platforms. This acquisition complements Brocade’s investments in Ethernet switches and routers fabrics and enables Brocade to pursue new market opportunities in data center virtualization, public cloud, enterprise virtual private cloud, and managed services.

The results of operations of Vyatta are included in the Company’s Condensed Consolidated Statement of Operations from the date of the acquisition. The Company does not consider the acquisition of Vyatta to be material to its results of operations or financial position, and therefore, Brocade is not presenting pro-forma financial information of combined operations.

The total purchase price was $44.8 million, consisting of $43.6 million cash consideration and $1.2 million related to prepaid license fees paid by the Company to Vyatta which was effectively settled at the recorded amount as a result of the acquisition. Of the cash consideration paid, $7.0 million will be held in escrow for a period of 18 months from the closing of the acquisition and will be released subject to resolution of certain contingencies. In addition, the Company paid direct acquisition costs of $0.4 million.

In connection with this acquisition, the Company allocated the total purchase consideration to the net assets and liabilities acquired, including identifiable intangible assets, based on their respective fair values at the acquisition date. The following table summarizes the allocation of the purchase price to the fair value of the assets and liabilities acquired (in thousands):



Assets acquired
Cash	$	140
Accounts receivable	511
Identifiable intangible assets:
In-process technology	21,700
Customer relationships	1,280
Core/Developed technology	1,050
Non-compete agreements	830
Trade name	460
Total identifiable intangible assets	25,320
Goodwill ⁽¹⁾	25,373
Other assets	1,017
Total assets acquired	52,361
Liabilities assumed
Deferred tax liability	3,528
Deferred revenue	1,333
Accounts payable and other accrued liabilities	2,731
Total liabilities assumed	7,592
Net assets acquired	$	44,769


(1)	None of the goodwill recognized is expected to be deductible for income tax purposes.

The allocation of the purchase price reflects the Company’s preliminary estimate in relation to the fair value of the Company’s identifiable intangible assets and deferred tax liability which is subject to change during the Vyatta acquisition’s measurement period.