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Sale of vascular operations
9 Months Ended
Sep. 30, 2011
Sale of vascular operations
16. Sale of vascular operations

On March 8, 2010, the Company entered into an asset purchase agreement (the “APA”) in which the Company agreed to sell substantially all of its vascular operations related to the A-V IMPULSE SYSTEM® and related accessories (including finished products inventory and tangible assets). At the closing, the Company received payment of approximately $27.7 million, which amount included the estimated value of certain finished products inventory conveyed at the closing and remains subject to post-closing verification.

Pursuant to the APA, the Company agreed to enter into certain transition arrangements at the closing, including (i) a transition services agreement pursuant to which, among other things, the Company agreed to continue to provide operational support with respect to the transferred assets in certain jurisdictions for a period of up to five months, and (ii) two separate supply agreements for certain ImPads for a period of two years and provide other products for a period of 90 days. During the second and third quarters of 2010, the Company completed the transition services agreement and one of the supply agreements (which supplies the other products). In September 2011 the Company completed an amendment to the supply agreement to supply certain ImPads until March 2014. The Company also agreed to enter into a five-year noncompetition agreement at closing with respect to the business of the assets being transferred. Due to the continuing contractual involvement of these agreements, the transaction did not meet the criteria for presentation as discontinued operations.

 

The following table presents the value of the asset disposition, proceeds received, net of litigation settlement costs and net gain on sale of vascular operations as shown in the condensed consolidated statements of operations for the nine months ended September 30, 2010.

 

(US$ in thousands)

   Total  

Cash proceeds, net of litigation (1)

   $ 24,215   

Less:

  

Transaction related expenses

     1,953   

Inventory

     1,570   

Tangible assets

     799   

Identifiable intangible assets

     543   

Goodwill

     7,031   
  

 

 

 

Net gain on sale of vascular operations

     12,319   

Income tax expense

     (3,498
  

 

 

 

Net gain on sale of vascular operations, net of taxes

   $ 8,821   
  

 

 

 

 

(1) In conjunction with the sale of the vascular operations, the Company settled an outstanding litigation claim by the former patent holders for $3.5 million.