RECENT BUSINESS COMBINATIONS (SET Media [Member])

9 Months Ended

Sep. 30, 2014

SET Media [Member]

Business Acquisition [Line Items]

Recent Business Combinations

RECENT BUSINESS COMBINATION

On February 6, 2014, the Company completed the acquisition of SET Media, a digital video technology company. Under the terms of the agreement, the Company acquired all outstanding equity interests in SET Media for total cash consideration of $24.6 million. The Company also assumed 52,000 unvested options to purchase shares of Conversant common stock valued at $0.9 million. The fair value of the assumed unvested stock options will be expensed over the future service period.

SET Media strengthens the Company's technology offerings and adds unique video targeting and brand safety capabilities to its personalization platform. These factors contributed to a purchase price in excess of the fair value of SET Media's net tangible and intangible assets acquired, and, as a result, the Company has recorded goodwill in connection with this transaction. The results of SET Media's operations are included in the Company's consolidated financial statements beginning on February 6, 2014.

The preliminary allocation of the purchase price (based upon preliminary valuation assumptions that may change upon completion of the Company's analysis) to the assets acquired and liabilities assumed, based on their estimated fair values, resulted in $13.4 million in goodwill, $10.1 million in amortizable intangible assets, including $8.1 million of developed technology with a useful life of four years, $5.0 million in deferred tax assets and $4.0 million in deferred tax liabilities. The Company does not expect any goodwill to be tax deductible. This acquisition is not considered material for purposes of further disclosure.