Acquisitions and Divestitures

3 Months Ended

Oct. 24, 2020

We completed three acquisitions during the first quarter of fiscal 2021. A summary of the allocation of the total purchase consideration is presented as follows (in millions):


	Purchase Consideration		Net Tangible Assets Acquired (Liabilities Assumed)		Purchased Intangible Assets		Goodwill
Total acquisitions (three in total)	$	878	$	2	$	210	$	666

The total purchase consideration related to our acquisitions completed during the first quarter of fiscal 2021 consisted of cash consideration. The total cash and cash equivalents acquired from these acquisitions was approximately $34 million. Total transaction costs related to acquisition and divestiture activities were $4 million and $5 million for the first quarter of fiscal 2021 and 2020, respectively. These transaction costs were expensed as incurred in general and administrative expenses (“G&A”) in the Consolidated Statements of Operations.

The goodwill generated from acquisitions completed during the first quarter of fiscal 2021 is primarily related to expected synergies. The goodwill is generally not deductible for income tax purposes.

The Consolidated Financial Statements include the operating results of each acquisition from the date of acquisition. Pro forma results of operations and the revenue and net income subsequent to the acquisition date for the acquisitions completed during the first quarter of fiscal 2021 have not been presented because the effects of the acquisitions, individually and in the aggregate, were not material to our financial results.

Pending Acquisition of Acacia Communications On July 9, 2019, we announced our intent to acquire Acacia Communications, Inc. (“Acacia”), a public fabless semiconductor company that develops, manufactures and sells high-speed coherent optical interconnect products that are designed to transform communications networks through improvements in performance, capacity and cost.

Under the terms of the agreement, we have agreed to pay total consideration of approximately $2.6 billion, net of cash and marketable securities, to acquire Acacia. The acquisition is expected to close during the first half of fiscal 2021, subject to customary closing conditions and regulatory approvals. Upon close of the acquisition, revenue from Acacia will be included in our Infrastructure Platforms product category.