Acquisitions

Post-Fiscal 2018

On August 1, 2018, we acquired certain net assets of Stericycle Inc.'s controlled environmental solutions business (“CES business”) for total cash consideration, excluding acquisition-related costs, of $17,000. The CES business is a leading provider of testing and certification, environmental monitoring and decontamination services for clean rooms and other controlled environments to ensure safety, regulatory compliance and quality control, and will be included in our Water Purification and Filtration segment.

Fiscal 2018

Aexis Medical

On March 21, 2018, we purchased all of the issued and outstanding stock of Aexis Medical for total consideration, excluding acquisition-related costs, of $21,600, consisting of $20,308 of cash consideration (net of cash acquired), plus contingent consideration ranging from zero to a maximum of $1,850, which is payable upon the achievement of certain purchase order targets through March 21, 2020. Aexis Medical specializes in advanced software solutions focused on the tracking and monitoring of instrument reprocessing for hospitals and healthcare professionals, and is included in our Endoscopy segment.

BHT Group

On August 23, 2017, we purchased all of the issued and outstanding stock of BHT Group, a leader in the German market in automated endoscope reprocessing and related equipment and services for total cash consideration, excluding acquisition related costs, of $60,216. BHT Group consists of a portfolio of high-quality automatic endoscope reprocessors, advanced endoscope storage and drying cabinets (products globally distributed by our Company prior to the acquisition under an agreement with BHT Group), washer-disinfectors for central sterile applications, associated technical service and parts as well as flexible endoscope repair services. BHT Group is included in our Endoscopy segment.

Fiscal 2017

CR Kennedy

On April 1, 2017, we purchased certain endoscopy-related net assets of CR Kennedy related to its distribution and sale of our Medivators endoscopy products in Australia for total cash consideration, excluding acquisition related costs, of $11,999. The CR Kennedy business includes a full sales and service organization and our Medivators-branded automated endoscope reprocessors, chemistries, endoscopy procedure products and other consumables in Australia, and is included in our Endoscopy segment.

Vantage Endoscopy Inc.’s Medivators^® Endoscopy Business

On September 26, 2016, we acquired certain net assets of Vantage related to its distribution and sale of our Medivators endoscopy products in Canada for total cash consideration, excluding acquisition-related costs, of $4,044. Vantage was our exclusive distributor of Medivators capital equipment (e.g., automated endoscope reprocessors) and related consumables and accessories in Canada, and is included in our Endoscopy segment.

Accutron, Inc.

On August 1, 2016, we acquired all of the issued and outstanding stock of Accutron, a Phoenix-based company, for total cash consideration, excluding acquisition-related costs, of $53,049. The Accutron business designs, manufactures and sells nitrous oxide conscious sedation equipment and single use nasal masks for use in dental procedures, and is included in our Healthcare Disposables segment.



	2018						2017
Purchase Price Allocation	Aexis Medical⁽¹⁾			BHT Group⁽¹⁾			CR Kennedy		Vantage⁽¹⁾		Accutron⁽¹⁾
	(Preliminary)			(Final)			(Final)		(Final)		(Final)
Purchase Price:
Cash paid	$	20,308		$	60,216		$	11,999	$	4,044	$	53,049
Fair value of contingent consideration	1,292			—			—		—		—
Total	$	21,600		$	60,216		$	11,999	$	4,044	$	53,049

Allocation:
Property and equipment	130			835			—		433		1,676
Amortizable intangible assets:
Customer relationships	1,800			12,500			4,200		992		12,800
Technology	4,600			6,200			—		—		10,000
Brand names	—			—			—		—		2,000
Goodwill	17,092			40,934			5,894		2,299		21,989
Deferred income taxes	(1,639		)	(5,881		)	—		—		112
Other working capital	909			5,628			1,905		320		4,472
Contingent consideration	(1,292		)	—			—		—		—
Total	$	21,600		$	60,216		$	11,999	$	4,044	$	53,049

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(1)	The excess purchase price over net assets acquired was assigned to goodwill, all of which is deductible for income tax purposes.

Unaudited Pro Forma Summary of Operations

The acquisitions above, both individually and in the aggregate, were not material to our consolidated results of operations or financial position and, therefore, pro forma financial information is not presented.