Business Combination

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

Business Combination

Business combination

Acquisition of HookLogic Inc.

On November 9, 2016, we completed the acquisition of all of the outstanding shares of Hooklogic, a New York-based company connecting many of the world's largest ecommerce retailers with consumer brand manufacturers. The total consideration paid was $250.1 million for the acquisition of shares. The acquisition was financed by (i) a $75.0 million amount drawn on the Revolving Credit Facility entered into in September 2015 and (ii) $175.1 million financed by available cash resources.

The purchase price allocation is in progress. A preliminary valuation of the fair value of HookLogic's assets acquired and liabilities assumed has been performed as of December 31, 2016. Provisional goodwill amounted to $165.3 million, subject to post-closing working capital adjustments. Once this valuation analysis is finalized, the estimate of the fair value of the assets acquired and liabilities assumed may be adjusted. Several factors gave rise to the provisional goodwill recorded in the acquisition, such as the expected benefits of the addition of HookLogic to the existing performance marketing platform of the Company. Goodwill is not expected to be deductible for tax purposes.

In addition, acquisition costs amounting to $2.2 million were fully expensed as incurred.

The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. Due to the timing of the acquisition, these amounts are provisional and subject to change. The Company will finalize these amounts as it obtains the information necessary to complete the measurement process. Any changes resulting from facts and circumstances that existed as of the acquisition date may result in adjustments to the provisional amounts recognized at the acquisition date. These changes could be significant. The Company will finalize these amounts no later than one year from the acquisition date. In allocating the purchase price for the transaction, the Company recorded the following (in millions):

	Amounts recognized as of Acquisition Date (in millions)
Cash and cash equivalents	$	19.7
Trade receivables, net of allowances	29.2
Other current assets	1.0
Property, plant and equipment, net	1.3
Identifiable intangible assets	84.4
Non-current financial assets	0.3
Trade payables	(38.7		)
Financial liabilities - current portion	(7.4		)
Other taxes	(0.5		)
Employee-related payables	(1.4		)
Other current liabilities	(3.1		)
Total identifiable net assets	84.8
Goodwill	165.3
Total fair value of consideration transferred	$	250.1

The following table summarizes the amounts and useful lives assigned to identified intangible assets :

	Weighted-Average Useful Lives (Years)	Amounts recognized as of Acquisition Date (in millions)
Technology	3-5 years	24.4
Customer relationships	5-9 years	$	60.0
Total identifiable intangible assets acquired		$	84.4

Assuming a weighted-average useful life of 4 years and 7 years for technology and customer relationships, respectively, annual expected amortization expense would amount to $6.0 million and $8.6 million, respectively.

The contribution of HookLogic to revenue, revenue ex-TAC and net income included in the Consolidated Financial Statements from the acquisition date to December 31, 2016 were $45.2 million, $12.3 million and $2.7 million, respectively.

The following unaudited consolidated revenue, revenue ex-TAC and net income from the standalone financial statements of HookLogic prepared under U.S. GAAP for the year ended December 31, 2016 amounts to $116.7 million, $34.1 million and $(4.8) million, respectively.

Acquisition of Monsieur Drive

On May 31, 2016, we acquired all of the outstanding shares of Monsieur Drive. The total consideration paid was $5.1 million (€4.6 million) for the acquisition of the shares, financed by available cash resources at the acquisition date. A preliminary valuation of the fair value of Monsieur Drive's assets acquired, liabilities assumed and the related allocation of purchase price has been performed as of December 31, 2016, resulting in the identification of a technology asset of $1.2 million (€1.2 million) and related deferred tax liability of $0.2 million (€0.2 million). Provisional goodwill amounted to $3.7 million (€3.5 million). Once this valuation analysis is finalized, the estimate of the fair value of the assets acquired and liabilities assumed may be adjusted. In addition, acquisition costs amounting to $0.2 million (€0.2 million) were fully expensed as incurred.