Acquisitions (Notes)

12 Months Ended

Jun. 30, 2013

Business Combination [Abstract]

Business Combination Disclosure [Text Block]

ACQUISITIONS

Our condensed consolidated financial statements include the operating results of acquired entities from their respective dates of acquisition. Transaction costs totaling $1.2 million associated with the acquisitions of LIQUENT, Inc. (“LIQUENT”) and HERON Group LTD ("HERON") acquisitions for the year ended June 30, 2013 were recognized as incurred and included in selling, general and administrative expenses in our consolidated statements of income.

LIQUENT ACQUISITION

On December 21, 2012, we acquired all of the outstanding equity securities of LIQUENT, a leading global provider of Regulatory Information Management (“RIM”) solutions for total cash consideration of approximately $74.3 million. By combining LIQUENT with our Perceptive segment, we believe that we have strengthened our regulatory capabilities by adding a regulatory information technology platform and provide our clients access to comprehensive regulatory agency submission planning, viewing, tracking, publishing, and registration management throughout the entire product lifecycle of a life sciences entity. We expect the acquisition also will benefit our PCMS business, where we can leverage LIQUENT’s significant expertise in regulatory information management outsourcing.

The acquisition was initially funded through a new $100.0 million unsecured term loan agreement (the “2012 Term Loan”) with Bank of America, N.A. (defined as “Bank of America” in Note 8) (see Note 8).

The components of the consideration transferred in conjunction with the LIQUENT acquisition and the preliminary allocation of that consideration is as follows (in thousands):

Total consideration transferred:
Cash paid, net of cash acquired	$	74,349
Preliminary allocation of consideration transferred:
Accounts receivable	$	8,470
Other current and non-current assets	547
Property and equipment	1,349
Definite-lived intangible assets	32,600
Goodwill	51,244
Total assets acquired	94,210
Current liabilities	5,330
Deferred revenue, current	2,830
Deferred tax liabilities	11,701
Total liabilities assumed	19,861
Net assets acquired	$	74,349

The amounts above related to accounting for income taxes represent the preliminary fair value estimates as of June 30, 2013 and each is subject to subsequent adjustment as we obtain additional information during the measurement period and finalize our fair value estimates. We expect to complete our accounting for the LIQUENT acquisition in our fiscal quarter ending December 31, 2013.

The goodwill of $51.2 million arising from the LIQUENT acquisition largely reflects the expected synergies and expansion of our service offerings across products and markets complementary to our existing service offering and markets. The goodwill recorded is included in our Perceptive segment and is non-deductible for tax purposes.

The following are the identifiable intangible assets acquired and their respective estimated useful lives, as determined based on valuations (dollar amounts in thousands):

	Amount		Estimated Useful Life (Years)
Customer relationships	$	21,500	11
Technology	7,800		8
Trade name	2,800		8
Backlog	500		1
Total	$	32,600

HERON ACQUISITION

On April 30, 2013, we acquired all of the outstanding equity securities of HERON, a life sciences consultancy which provides evidence-based commercialization services to support biopharmaceutical companies throughout the lifecycle of their products. The net purchase price was approximately $22.8 million, plus the potential for us to pay up to an additional $14.2 million over a twenty-six month period if specific financial targets for HERON are achieved. We determined the fair value of the contingent consideration as part of the HERON acquisition based on the probability of HERON attaining the specified financial targets and assigned a fair value of $5.9 million to the liability. The acquisition was funded through use of existing cash. HERON's results of operations are included in our PCMS segment.

The components of the net purchase price in conjunction with the HERON acquisition and the preliminary allocation of that consideration is as follows (in thousands):

Total consideration:
Cash paid, net of cash acquired	$	22,750
Fair value of contingent consideration	5,934
Net purchase price	28,684
Preliminary allocation of net purchase price:
Accounts receivable	$	1,927
Other current and non-current assets	544
Property and equipment	322
Definite-lived intangible assets	15,500
Goodwill	16,631
Total assets acquired	34,924
Current liabilities	1,539
Deferred revenue, current	1,164
Deferred tax liabilities	3,537
Total liabilities assumed	6,240
Net assets acquired	$	28,684

The amounts above represent the preliminary fair value estimates as of June 30, 2013 and each is subject to subsequent adjustment as we obtain additional information during the measurement period to finalize our fair value estimates for assets acquired, liabilities assumed, and our accounting for income taxes. We expect to complete our accounting for the HERON acquisition in our fiscal quarter ending March 31, 2014.

The goodwill of $16.6 million arising from the HERON acquisition largely reflects the expected synergies and expansion of our service offerings across products and markets complementary to our existing service offering and markets. The goodwill recorded is included in our PCMS segment and is non-deductible for tax purposes.

The following are the preliminary identifiable intangible assets acquired and their respective estimated useful lives, as determined based on preliminary valuations (dollar amounts in thousands):

	Amount		Estimated Useful Life (Years)
Customer relationships	$	12,600	10
Technology	1,000		5
Trade name	1,000		7
Backlog	900		1
Total	$	15,500