Business Acquisition and Assets and Liabilities Held for Sale

6 Months Ended

Jun. 30, 2019

Business Combinations [Abstract]

Business Acquisition and Assets and Liabilities Held for Sale

Business Acquisition and Assets and Liabilities Held for Sale

On April 18, 2019, Roper acquired 100% of the shares of Foundry, a leading provider of software technologies used to deliver visual effects and 3D content for the entertainment, digital design, and visualization industries. The purchase price was $536.0, net of cash acquired. The results of operations of Foundry are included in Roper's Condensed Consolidated Financial Statements since the date of the acquisition within the Network Software & Systems reportable segment. Supplemental pro forma information has not been provided as the acquisition did not have a material impact on Roper's Condensed Consolidated Financial Statements.

The Company recorded $311.1 in goodwill and $269.5 of other identifiable intangibles in connection with the acquisition; however, purchase price allocations are preliminary pending final tax-related adjustments. The majority of the goodwill is not expected to be deductible for tax purposes. The amortizable intangible assets include customer relationships of $215.3 (16 year weighted average useful life) and technology of $42.6 (8 year weighted average useful life).

Assets and Liabilities Held for Sale

During the second quarter of 2018, Roper and Thermo Fisher Scientific, Inc. (“Thermo Fisher”) entered into a definitive agreement under which Thermo Fisher would acquire 100% of the shares of Gatan, Inc. (“Gatan”), a wholly owned subsidiary of Roper, for approximately $925.0 in cash. On June 10, 2019, Roper and Thermo Fisher announced a mutual termination of this agreement due to the challenges in obtaining regulatory approval in the United Kingdom.

The Company remains committed to completing the sale of Gatan. The Company has engaged in marketing efforts and expects to reach an agreement with a buyer within the next twelve months.

At December 31, 2018 and June 30, 2019, the assets and liabilities of Gatan were classified as held for sale on Roper’s Condensed Consolidated Balance Sheets. The Company recognized a deferred tax liability of $10.0 associated with the excess of book basis over tax basis in the shares of Gatan during 2018.

The Company closed on its sale of Princeton Instruments, Photometrics, Lumenera, and other brands (collectively, the “Imaging” businesses) to Teledyne Technologies Incorporated on February 5, 2019 for approximately $225.0 in cash. The results of the Imaging businesses are reported in the Measurement & Analytical Solutions segment through such date. The sale resulted in a pretax gain of $119.6, which is reported within “Gain on disposal of business” in the Condensed Consolidated Statement of Earnings. In addition, we recognized income tax expense of $31.1 in connection with the sale, which is included within “Income taxes” in the Condensed Consolidated Statement of Earnings. The assets and liabilities of the Imaging businesses were classified as held for sale on Roper’s Condensed Consolidated Balance Sheet at December 31, 2018.