Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed

The table following summarizes the Company’s provisional estimates of the fair values of the assets acquired and liabilities assumed;

	December 4,
	2015
	(in thousands)
Cash	$	194
Property, plant and equipment		712
Goodwill*		46,812
Intangible assets**		10,582
Accounts receivable		12,747
Prepayments and other current assets		1,329
Accounts payable		(530	)
Other liabilities		(2,459	)
Non-current deferred tax liability		(4,233	)

Net assets acquired		65,154

Cash consideration		53,681
Other liabilities assumed		9,860
Working capital adjustment		1,613
Total cash outflows		65,154

*Goodwill represents the acquisition of an established workforce with experience in clinical trial consulting and regulatory support for the development of drugs, medical devices and diagnostics, with a specific focus on strategy to increase efficiency and productivity in product development.

**The Company has made an initial estimate of separate intangible assets acquired, being customer lists and order backlog, of $10.6 million. This assessment is under review and will be finalized within 12 months of the date of acquisition.

Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the Company’s estimate of the fair values of the assets acquired and liabilities assumed:

	February 27,
	2015
	(in thousands)
Property, plant and equipment	$	1,049
Goodwill*		92,084
Customer lists		22,752
Order backlog		2,521
Accounts receivable		5,240
Unbilled Revenue		4,324
Prepayments and other current assets		621
Accounts payable		(749	)
Payments on account		(4,186	)
Deferred tax liability		(2,171	)
Other liabilities		(5,483	)

Net assets acquired	$	116,002

Cash consideration	$	108,717
Other liabilities assumed**		11,283
Gross cash outflows		120,000
Working capital adjustment		(3,998	)
Net cash outflows	$	116,002

*

Goodwill represents the acquisition of an established workforce with experience in the provision of strategic payer-validated market access solutions while the acquisition of Complete Healthcare Communications comprises an established workforce with significant communication experience working with medical affairs, commercial and brand development teams within the life science industry.

**	Payments made at acquisition date of $11.3 million were in respect of certain one-time liabilities which have subsequently been discharged.

Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of the assets acquired and the liabilities assumed:

	May 7,
	2014
	(in thousands)
Property, plant and equipment	$	6,924
Goodwill*		125,627
Customer relationships		21,400
Order backlog		7,900
Cash and cash equivalents		3,484
Accounts receivable		25,091
Unbilled revenue		21,154
Prepayments and other current assets		4,180
Non-current assets		2,911
Accounts payable		(9,565	)
Other liabilities		(29,782	)
Payments on account		(31,094	)
Non-current other liabilities		(11,303	)
Loan notes payable**		(17,790	)

Net assets acquired	$	119,137

Cash consideration	$	143,500
Working capital adjustment		(1,964	)
		141,536
Adjustments to cash consideration**		(22,399	)
Net purchase consideration	$	119,137

*Goodwill represents the acquisition of an established workforce with experience in clinical trial consulting and regulatory support for the development of drugs, medical devices and diagnostics, with a specific focus on strategy to increase efficiency and productivity in product development. Goodwill related to the US portion of the business acquired is tax deductible.

**Adjustments to cash consideration represent certain one-time liabilities (including loan notes) identified at the acquisition date which have subsequently been paid.