Business Combinations

12 Months Ended

Sep. 26, 2014

Business Combinations [Abstract]

Business Combinations

15. BUSINESS COMBINATIONS

In April 2012, VMS acquired all of the outstanding equity of InfiMed, a privately-held supplier of hardware and software for processing diagnostic X-ray images. This acquisition, which was integrated into the Company’s X-ray tubes and flat panel products reporting unit, enables the Company to provide more fully integrated X-ray component solutions to its customers. This acquisition was accounted for as a business combination. The total purchase price of $20.8 million consisted of $17.1 million of cash consideration and $3.7 million of contingent consideration measured at fair value. Of the purchase price, $10.9 million was allocated to goodwill, $5.4 million to amortizable intangible assets, and $4.5 million to net assets. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and in this case was deductible for income tax purposes.

In April 2014, the Company closed the acquisition of certain assets of Velocity Medical Solutions LLC (“Velocity”), a privately-held Atlanta-based developer of specialized software for cancer clinics. The Velocity software aggregates unstructured treatment and imaging data from diverse systems to give a more comprehensive view of a patient's diagnostic imaging and treatment history and help clinicians make more informed treatment decisions. The acquired assets of Velocity were integrated into the Company’s Oncology Systems business and will increase the Company’s current product offerings. The acquisition was accounted for as a business combination. The total purchase price of the acquisition of $19.9 million consisted of $17.0 million in cash (of which $2.6 million was held back) and $2.9 million of earn-out consideration measured at fair value. Of the purchase price, $10.6 million was preliminarily allocated to amortizable intangible assets, $9.8 million goodwill, and $(0.5) million to net assumed liabilities. If any additional information becomes available, the preliminary purchase price allocation may be revised. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and in this case is deductible for income tax purposes. The goodwill recognized, which was assigned to the Company’s Oncology Systems reporting unit, is primarily attributable to expected synergies resulting from the acquisition. The amortization period for the intangible assets acquired through the acquisition was as follows: 6 years for developed technology, 7 years for customer relationships and 6 years for trade name.

In July 2014, the Company closed the acquisition of certain assets and liabilities of Transpire, Inc. (“Transpire”), a privately-held developer of software solutions for accurately and rapidly predicting the macroscopic behavior of radiation. The Company’s Oncology Systems reporting unit integrated Transpire’s dose calculation software to improve its image guidance tools and deliver high-precision radiotherapy for the treatment of cancer. The Company’s security and inspection products reporting unit is using certain other Transpire software to provide comprehensive solutions for customers that integrate the Company’s high-energy X-ray technology into systems for cargo screening, industrial inspection and non-destructive testing. The acquisition was accounted for as a business combination. Total purchase price of the acquisition of $19.3 million consisted of $16.0 million in cash and $3.3 million of earn-out consideration measured at fair value. Of the purchase price, $10.7 million was preliminarily allocated to intangible assets, $8.7 million to goodwill, and $(0.1) million to net assumed liabilities. If any additional information becomes available, the preliminary purchase price allocation may be revised. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and in this case is deductible for income tax purposes. The goodwill recognized is primarily attributable to expected synergies resulting from the acquisition. The Company assigned $5.9 million of the goodwill recognized to the Oncology Systems reporting unit, and $2.8 million to the security and inspection products reporting unit. Of the $10.7 million intangible assets acquired through the acquisition, $8.0 million was allocated to the Company’s Oncology Systems reporting unit, and $2.7 million was assigned to the Company’s security and inspection products reporting unit. Approximately $8.7 million of these intangible assets are amortizable. The amortization period was as follows: 6 years for developed technology,  7 years for customer relationships and 6 years for trade name. The remaining $2.0 million of the acquired intangible assets was in-process research and development that was allocated to the Company’s Oncology Systems reporting unit.

The Company also completed an insignificant acquisition during the first quarter of fiscal year 2014 for a purchase consideration of $1.5 million.

The impact of these business combinations was not significant to the Consolidated Financial Statements and therefore pro forma disclosures have not been presented.