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Business Combinations
12 Months Ended
Oct. 02, 2020
Business Combinations [Abstract]  
Business Combinations BUSINESS COMBINATIONS
Fiscal Year 2020
During fiscal year 2020, the Company acquired a distributor of radiotherapy equipment, for a purchase price of $32.7 million, which consisted of $25.5 million in cash consideration, $5.8 million of contingent consideration and $1.4 million in other consideration. The purchase price primarily consisted of $13.1 million in goodwill and $12.1 million in finite-lived intangible assets. The Company has included this acquisition in its Oncology Systems business. The goodwill for this acquisition is not deductible for income tax. The purchase accounting from this transaction is not yet finalized.
The Company also completed five other acquisitions which had an aggregate purchase price of $11.5 million. The Company has included these acquisitions in its Oncology Systems business. The purchase accounting from these transactions is not yet finalized.
Measurement Period Adjustments
In fiscal year 2020, the Company recorded measurement period adjustments for its CTSI, Endocare and Alicon acquisitions. The CTSI adjustment primarily included a $5.5 million decrease to goodwill and a corresponding decrease to deferred tax liabilities. The Endocare and Alicon adjustments included a $3.8 million increase to goodwill and a corresponding increase to deferred tax liabilities.

Fiscal Year 2019

Assets acquired from Boston Scientific
In August 2019, the Company acquired Boston Scientific's embolics microspheres business, for treating arteriovenous malformations and hypervascular tumors. The Company acquired the business for a purchase price of $90.0 million in cash consideration. The acquisition was financed using proceeds from our borrowings. The assets from this purchase are included in the Company's Interventional Solutions business, which is included in the Other category. The purchase accounting from this transaction has been finalized. The Company assumed a $16.0 million contingent liability, owed to a third party, that would be offset by a corresponding $16.0 million indemnification asset.

Cancer Treatment Services International ("CTSI")
In June 2019, the Company acquired CTSI, a privately-held company that provides cancer care professional services to health care providers worldwide and, through its oncology care brand, American Oncology Institute, focuses on the operation of comprehensive cancer treatment facilities in India and Sri Lanka. CTSI operates AmPath, a full-service reference laboratory and pathology provider, and CTSI Oncology Solutions, an oncology services company that provides solutions, such as remote treatment planning services and multi-disciplinary oncology consulting.

The Company acquired CTSI for a purchase price of $277.0 million, consisting of $262.8 million of cash consideration, $8.2 million of contingent consideration, and $6.0 million of other consideration. The undiscounted range of the contingent consideration payments is zero to $58 million and is based on actual revenues over the 18 months following the acquisition date. In fiscal year 2020, the Company released the $8.2 million of contingent consideration to earnings due to CTSI having lower projected financial performance during the earnout period. The Company also assumed an additional $3.3 million of contingent liability, which is included in the assumed liabilities. The Company paid $1.5 million related to this contingent consideration in fiscal year 2020. The acquisition was financed with a combination of cash on hand and proceeds from borrowings. The Company has included this acquisition in its Oncology Systems business. The purchase accounting from this transaction has been finalized. The goodwill for this acquisition is not deductible for income tax.

Endocare and Alicon
In June 2019, the Company acquired Austin, Texas-based Endocare and Hangzhou, China-based, Alicon, to expand its portfolio of multidisciplinary integrated cancer solutions. Endocare is a provider of hardware and software solutions for cryoablation, and has a microwave ablation product line; and Alicon develops embolic therapy for treating liver cancer in China.
The Company acquired Endocare and Alicon for a combined purchase price of $210.0 million consisting of $197.4 million of cash consideration and $12.6 million of contingent consideration. The undiscounted range of the contingent consideration payments is zero to $40 million and is based on actual revenues through March 2020. The acquisitions were financed with a combination of cash on hand and proceeds from borrowings. Due to better than expected projected financial performance for Endocare and Alicon as well as a change in the expected mix of products, the Company recorded an $8.8 million increase in the fair value of contingent consideration in fiscal year 2020, in addition to the $18.6 million increase in the fair value of the contingent consideration recorded in fiscal year 2019. The Company paid $39.5 million related to this contingent consideration in fiscal year 2020. The purchase accounting from this transaction has been finalized. The goodwill for this acquisition is not deductible for income tax. These acquisitions are included in the Company's Interventional Solutions business, which is included in the Other category.
The results of operations and the provisional fair values of the assets acquired and liabilities assumed were included in the consolidated financial statements as of the date of acquisition. The following table summarizes the estimated fair value of assets acquired and liabilities assumed as a result of the CTSI, Endocare and Alicon acquisitions and the embolics microspheres business acquired from Boston Scientific:
(In millions)CTSIEndocare and AliconEmbolics Microspheres Business
Assets acquired (1)
$52.1 $33.8 $22.4 
Liabilities assumed (2)
(68.0)(18.7)(16.0)
Goodwill186.1 118.5 45.8 
Intangible assets111.8 76.4 37.8 
Fair value of net assets282.0 210.0 90.0 
Less: Non-controlling interest (3)
5.0 — — 
Total purchase consideration$277.0 $210.0 $90.0 

(1)Includes $4.9 million and $11.5 million of cash and cash equivalents for CTSI and Endocare / Alicon, respectively.
(2)Includes $32.9 million and $15.7 million of deferred tax liabilities for CTSI and Endocare / Alicon, respectively.
(3)The Company's non-controlling interest is a joint venture that was determined to be a variable interest entity. The Company has concluded that it is the primary beneficiary of the joint venture because it has the ability to control the significant activities of the joint venture, has the right to significant residual returns and is exposed to significant expected losses. The Company has consolidated the joint venture into its results of operations.

Identifiable Intangible Assets
The following table provides the valuation of the intangible assets acquired from CTSI, Endocare, Alicon, and the embolics microspheres business acquired from Boston Scientific, along with their weighted average estimated useful lives:
(Dollars in millions)CTSIEndocare and AliconEmbolics Microspheres Business
TypeFair ValueWeighted Average Estimated Useful Life (In Years)Fair ValueWeighted Average Estimated Useful Life (In Years)Fair ValueWeighted Average Estimated Useful Life (In Years)
Technologies $16.0 7.0$58.8 8.1$10.6 12.5
Customer contracts, supplier relationships, and partner relationships (1)
50.9 20.94.9 8.020.9 15.5
Trade names44.9 17.70.4 1.06.3 17.0
Total intangible assets with finite lives111.8 64.1 37.8 
In-process R&D with indefinite lives— 12.3 — 
Total intangible assets$111.8 $76.4 $37.8 
(1)CTSI has certain partner relationships with hospitals with useful lives that range from approximately 22 to 23 years.

Other Acquisitions
In the third quarter of fiscal year 2019, the Company purchased a privately-held company for a cash purchase price of $15.2 million, including a holdback of $3.6 million and contingent consideration. As of the closing date, the value of the contingent consideration is zero because none of the milestones were probable to be achieved however, the Company could potentially pay up to approximately $9.0 million by 2023 if certain milestones were met plus additional payments for achieving revenue targets through 2035. The acquisition was classified as an asset acquisition, and the purchase consideration was allocated primarily to the intellectual property that covers the use of radiation in the heart and other forms of radiosurgery for cardiovascular disease. This resulted in $20.8 million of in-process R&D expense because of no future alternative use, and was recorded in acquisition-related expenses and in-process R&D in the Consolidated Statements of Earnings. The assets related to this acquisition are included in the Other category.
In the first quarter of fiscal year 2019, the Company acquired a privately-held software company for a purchase price of $28.5 million. The acquisition primarily consisted of $21.9 million in goodwill and $6.5 million in finite-lived intangible assets. The Company has integrated this acquisition into its Oncology Systems reporting unit. The goodwill for this acquisition is not deductible for income tax.
Measurement Period Adjustments
In the first quarter of fiscal year 2019, the Company recorded a measurement period adjustment of $9.6 million to the fair value of the purchase consideration of a business combination that occurred in the fourth quarter of fiscal year 2018. The adjustment primarily included a $11.6 million decrease in the fair value of the contingent consideration liability, primarily offset by a decrease to the finite-lived intangible assets of $5.4 million, and a decrease of $4.8 million to goodwill.
In the third quarter of fiscal year 2019, the Company recorded a measurement period adjustment of $2.6 million to the fair value of the purchase consideration of a business combination that occurred in the third quarter of fiscal year 2018. The adjustment consisted of an additional cash payment to the sellers and a corresponding increase to goodwill.

Fiscal Year 2018
On January 30, 2018, the Company signed an agreement to acquire Sirtex Medical Limited ("Sirtex"), an Australian company that was listed on the Australian Securities Exchange, for A$28 per share or approximately A$1.6 billion. On May 4, 2018, Sirtex received an unsolicited non-binding, indicative and conditional proposal from CDH Investments ("CDH"), a China-based alternative asset manager, for the acquisition of all of the issued shares in Sirtex for A$33.6 per share. On June 14, 2018, the Company received notification from Sirtex that it had accepted the proposal from CDH. Consequently, Sirtex terminated its agreement with the Company and the Company received a net $9.0 million breakup fee from Sirtex.

During fiscal year 2018, the Company acquired four companies, including two privately-held software companies, a distributor of radiotherapy equipment, and a manufacturer of a surface-guided radiation therapy positioning and motion management system, for an aggregate purchase price $136.7 million which consisted of $109.0 million in cash consideration. The purchase price consisted of $72.1 million in goodwill and $49.9 million in finite-lived intangible assets. The Company has integrated these four acquisitions into its Oncology Systems business. Approximately $14 million of the goodwill acquired in fiscal year 2018 is deductible for income tax purposes.

Other information
The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount. The Company believes the factors that contributed to goodwill in its completed acquisitions include synergies not available to market participants, as well as the acquisition of a talented workforce.

The fair value of assets acquired and liabilities assumed has been determined on a preliminary basis for acquisitions completed in the current year. 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 date of a business combination may result in certain adjustments. The Company expects to finalize these amounts no later than one year from the date of each business combination.

Management applied significant judgment in determining the fair value of intangible assets, which involved the use of significant estimates and assumptions with respect to the projected revenues, projected margins, the economic lives, product and technology migration rates, customer attrition and the discount rates. The fair value of the contingent consideration has been estimated based on the likelihood of the performance metrics being achieved.
The consolidated financial statements include the operating results from the date the business was acquired. The impact of the completed acquisitions to the periods presented was not material. Pro forma results of operations for the completed acquisitions have not been presented because the effects were not material to the Company's consolidated financial statements.
During fiscal years 2020, 2019 and 2018, the Company incurred acquisition transaction costs of $26.1 million, $23.4 million and $6.7 million, respectively. In fiscal year 2020, acquisition transaction costs included $10.9 million of costs incurred by the Company related to the proposed acquisition by Siemens Healthineers.