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Acquisitions
3 Months Ended
Mar. 31, 2023
Business Combinations [Abstract]  
Acquisitions

8. Acquisitions

 

On February 14, 2023, we completed the acquisition of all the outstanding shares of Embody, Inc. ("Embody"), a medical device company focused on soft tissue healing, that expands our portfolio for the sports medicine market. The initial consideration consisted of the issuance of 1.1 million shares of our common stock valued at $135.0 million and $19.5 million of cash for a total value of $154.5 million. The fair value of our common stock was determined to be $127.34 per share, which represented the average of our high and low stock prices on the acquisition date. To minimize dilution from issuing shares for the Embody acquisition, we repurchased 1.9 million shares of our common stock in the three-month period ended March 31, 2023. The Embody acquisition includes additional consideration of up to $120.0 million in fair value of our common shares and cash that is subject to achieving future regulatory and commercial milestones based on sales growth over a three-year period. We assigned a fair value of $94.0 million for this contingent consideration as of the acquisition date. The estimated fair value of the contingent consideration liability was calculated based on the probability of achieving the specified regulatory milestone and by simulating numerous potential outcomes for the commercial milestones and discounting to present value the estimated payments.

 

The goodwill related to this acquisition represents the excess of the consideration transferred over the fair value of the net assets acquired. The goodwill related to the Embody acquisition is generated from the operational synergies and cross-selling opportunities we expect to achieve from the technologies acquired. The goodwill related to this acquisition is not expected to be deductible for tax purposes. The goodwill is included in the Americas operating segment and the Americas Orthopedics reporting unit. This goodwill was the only significant activity related to our consolidated goodwill balance in the three-month period ended March 31, 2023, other than changes related to foreign currency exchange rate translation adjustments.

 

The purchase price allocation as of March 31, 2023 is preliminary. We need additional time to evaluate the tax attributes of the transaction, which may change the recognized assets and liabilities. There may be differences between the preliminary estimates of fair value and the final acquisition accounting. The final estimates of fair value are expected to be completed as soon as possible, but no later than one year after the acquisition date.

 

The following table summarizes the preliminary estimates of fair value of the assets acquired and liabilities assumed related to this acquisition (in millions):

 

Current assets

 

$

4.6

 

Intangible assets subject to amortization:

 

 

 

   Technology

 

 

81.5

 

   Customer relationships

 

 

9.3

 

Intangible assets not subject to amortization:

 

 

 

   In-process research and development (IPR&D)

 

 

36.2

 

Goodwill

 

 

141.6

 

Other assets

 

 

4.4

 

Total assets acquired

 

 

277.5

 

Current liabilities

 

 

0.6

 

Deferred income taxes

 

 

28.4

 

Total liabilities assumed

 

 

29.0

 

Net assets acquired

 

$

248.5

 

 

The amortization periods selected for technology and customer relationships were 15 years and 5 years, respectively. Upon receiving regulatory approval, the IPR&D will be reclassified to a definite-lived intangible asset and amortized over the applicable estimated useful life.

 

On April 18, 2022, we completed the acquisition of all the outstanding shares of a privately held sternal closure company. The acquisition was completed primarily to expand our product offerings in the CMFT market. The total aggregate cash consideration paid at closing was $100.0 million, with an additional $11.0 million of deferred payments to be made over the next two years.

 

The goodwill related to this acquisition represents the excess of the consideration transferred over the fair value of the net assets acquired. The goodwill is related to the operational synergies we expect to achieve from combining the companies and the cash flows from future, undefined, development projects. The goodwill is included in the Americas operating segment and the Americas CMFT reporting unit. A portion of the goodwill is expected to be deductible for U.S. income tax purposes.

 

The following table summarizes the aggregate final estimates of fair value of the assets acquired and liabilities assumed related to this acquisition (in millions):

 

Current assets

 

$

3.8

 

Intangible assets subject to amortization:

 

 

 

   Technology

 

 

42.8

 

   Customer relationships

 

 

12.3

 

Goodwill

 

 

48.3

 

Other assets

 

 

4.9

 

Total assets acquired

 

 

112.1

 

Current liabilities

 

 

1.1

 

Total liabilities assumed

 

 

1.1

 

Net assets acquired

 

$

111.0

 

 

The amortization periods selected for technology and customer relationships were 10 years and 4 years, respectively.

 

We have not included pro forma information and certain other information under GAAP for these acquisitions because they did not have a material impact on our financial position or results of operations.