XML 29 R11.htm IDEA: XBRL DOCUMENT v3.20.4
Business Combinations
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Business Combinations
Note 2. Business Combinations

The Company acquired 128 Technology, Inc. ("128 Technology") and Netrounds AB ("Netrounds") in 2020 and Mist Systems, Inc. ("Mist") in 2019. Pro forma results of operations for these acquisitions have not been presented as the financial impact to the Company's consolidated results of operations, both individually and in aggregate, is not material. The goodwill recognized for these acquisitions was primarily attributable to expected synergies and is not deductible for U.S. federal income tax purposes. We continue the process of identifying and evaluating pending escrow claims related to certain tax and legal matters. Accordingly, the preliminary purchase price allocations for 128 Technology and Netrounds are subject to potential measurement period adjustments.
2020 Acquisitions

128 Technology

On November 30, 2020, the Company acquired 100% ownership of 128 Technology for $448.2 million. The purchase consideration consisted of cash of $446.8 million and approximately $1.4 million in share-based awards attributable to employee services prior to the acquisition. The acquisition is expected to enhance Juniper's AI-driven enterprise network portfolio by uniting 128 Technology’s session-smart networking with Juniper's campus and branch solutions driven by Mist AI.

Under the terms of the acquisition agreement with 128 Technology, the Company assumed certain share-based awards for continuing employees, which were granted in contemplation of future services. The fair value of these share-based awards was $29.3 million, which will be expensed as share-based compensation over the remaining service period.

Netrounds

On October 26, 2020, the Company acquired 100% ownership of Netrounds for $33.6 million of cash. The acquisition of Netrounds, a company that provides a programmable, software-based active test and service assurance platform suitable for fixed and mobile networks, is expected to enhance Juniper’s automated WAN solutions by further simplifying operations for service providers and ensuring positive end-user experiences.

2019 Acquisition

Mist

On April 1, 2019, the Company acquired 100% ownership of Mist Systems, Inc. (“Mist”) for $359.2 million. The purchase consideration consisted of cash of $354.5 million and approximately $4.6 million in share-based awards attributable to employee services prior to the acquisition. The acquisition of Mist, a company that provides cloud-managed wireless networks powered by artificial intelligence, enhanced Juniper's enterprise networking portfolio by combining Mist’s next-generation Wireless LAN platform with Juniper's wired LAN, SD-WAN, and security solutions to deliver integrated end-to-end user and IT experiences.

Under the terms of the acquisition agreement with Mist, the Company assumed certain share-based awards for continuing employees, which were granted in contemplation of future services. The fair value of these share-based awards was $38.5 million, which will be expensed as share-based compensation over the remaining service period.

Acquisition Costs

The Company recognized $24.6 million and $16.6 million of acquisition-related costs during the years ended December 31, 2020 and December 31, 2019, respectively. These acquisition-related costs were expensed in the period incurred within general and administrative expense in the Company's Consolidated Statements of Operations.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition dates (in millions):
20202019
128 TechnologyNetroundsMist
Cash and cash equivalents$29.1 $1.0 $38.9 
Goodwill 298.8 24.7 228.9 
Intangible assets116.7 8.7 102.0 
Other assets acquired14.3 0.8 15.8 
Liabilities assumed(10.7)(1.6)(26.4)
Total$448.2 $33.6 $359.2 

The following table summarizes the fair value of the separately identifiable intangible assets at the time of acquisition and the period over which each intangible asset will be amortized (in millions, except years):
20202019
128 TechnologyNetroundsMist
Weighted
Average
Estimated
Useful
Life
(In Years)
AmountWeighted
Average
Estimated
Useful
Life
(In Years)
AmountWeighted
Average
Estimated
Useful
Life
(In Years)
Amount
Intangible assets:
Existing technology5$88.0 4$5.3 5$81.0 
Customer relationships
527.0 53.4 515.0 
Trade name— — 56.0 
Backlog1.51.7 — — 
Total intangible assets acquired
$116.7 $8.7 $102.0