XML 54 R35.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Business Combination (Tables)
12 Months Ended
Jun. 29, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule of Business Acquisitions The following tables summarize the preliminary purchase price consideration (in millions):
Fair Value
Cash consideration (1)
$705.0 
Share-based consideration (2)
23.5 
Total purchase price consideration$728.5 
(1) Under the terms of the Merger Agreement, Cloud Light stockholders received $1.69 per share after adjusting for applicable withholding taxes, escrow fund and expense fund contributions, for each of the 409.4 million of shares outstanding at the Cloud Light Closing date. As a result, we transferred $691.7 million of cash consideration on the Cloud Light Closing date. Additionally, each of Cloud Light’s outstanding options was exchanged for a combination of up-front cash consideration and newly issued options (the “replacement options”). As a result, we transferred $13.3 million of cash consideration on the Cloud Light Closing date.
(2) The replacement options have a total fair value of $38.9 million as of the Cloud Light Closing date, of which $23.5 million attributable to pre-acquisition service is recorded as part of the purchase price consideration and the remaining $15.4 million is recorded as post-acquisition stock-based compensation expense over the vesting period of three years from the Cloud Light Closing date. In general, these options expire within 10 years from the Cloud Light Closing date. Refer to “Note 14. Equity”.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed Our preliminary allocation of the purchase price consideration to the assets acquired and liabilities assumed as of the Cloud Light Closing date is as follows (in millions):
Fair Value
Total purchase price consideration$728.5 
Assets acquired
Cash and cash equivalents4.1 
Short-term investments1.0 
Accounts receivable, net20.9 
Inventories71.8 
Prepayments and other current assets14.2 
Property, plant and equipment, net62.5 
Operating lease right-of-use assets, net3.7 
Other intangible assets, net (1)
333.0 
Other non-current assets0.3 
Total assets511.5 
Liabilities assumed
Accounts payable45.7 
Accrued payroll and related expenses5.6 
Accrued expenses10.0 
Operating lease liabilities, current1.8 
Other current liabilities9.5 
Operating lease liabilities, non-current1.9 
Deferred tax liability60.1 
Other non-current liabilities9.1 
Total liabilities143.7 
Goodwill$360.7 
(1) Other intangible assets include developed technology of $170.0 million, customer relationship of $130.0 million, in-process research and development (“IPR&D”) of $16.0 million, order backlog of $14.0 million, and trade name and trademarks of $3.0 million. Refer to “Note 9. Goodwill and Other Intangible Assets”.
Schedule of Pro Forma Financial Information
The unaudited supplemental pro forma financial information for the periods presented is as follows (in millions):
 Years Ended
June 29, 2024July 1, 2023
Net revenue$1,447.9 $1,961.5 
Net loss$531.7 $180.1 
The unaudited supplemental pro forma financial information for the periods presented is as follows (in millions):
 Years Ended
July 1, 2023July 2, 2022
Net revenue$1,790.9 $2,061.2 
Net income (loss)$(90.1)$77.2