Acquisition and Strategic Transaction (Notes)

9 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Acquisition and Strategic Transaction Expenses

Pending Acquisition

On October 6, 2016, we entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) to acquire Pfizer Inc.’s (“Pfizer”) Hospira Infusion Systems (“HIS”) business for total consideration of approximately $601.0 million in cash and 3.2 million shares of our common stock, to be issued to Pfizer at the closing of the transaction. We believe that the acquisition of the HIS business complements our existing business by creating a company that has a complete intravenous therapy product portfolio. We also believe that the acquisition also significantly enhances our global footprint and platform for continued competitiveness and growth. Closing of the transaction is subject to certain conditions, including certain regulatory approvals. We expect the acquisition will close in the first quarter of the 2017 calendar year.

Acquisition

On April 4, 2016, we acquired all of the outstanding shares of Tangent Medical Technologies, Inc. ("Tangent") for $2.6 million in cash. Tangent designs, develops, and commercializes intravenous catheters and associated products for the improvement of infusion therapy. Tangent's products enhance our infusion therapy product offering. For the three and nine months ended September 30, 2016, we recognized a $0.3 million and $1.5 million bargain purchase gain related to the acquisition, respectively, that represented the excess of the estimated fair market value of the identifiable tangible and intangible assets acquired, liabilities assumed and deferred tax assets over the total purchase consideration. The bargain purchase was driven by our ability to realize acquired deferred tax assets. We recorded an immediate $1.1 million bargain gain at the time of the acquisition and subsequently adjusted the purchase price allocation and bargain gain during the third quarter of 2016 for additional deferred tax assets. The purchase price allocation is subject to further adjustment in order to account for final tax related matters.

Strategic Transaction Expenses

We incurred $2.4 million and $3.5 million in transaction costs during the three and nine months ended September 30, 2016, respectively. The transaction costs were related to our pending acquisition of HIS and our acquisition of Tangent, both mentioned above, as well as expenses related to our acquisition of EXC Holding Corp ("EXC").