Acquisitions

On January 31, 2012, the Company completed its acquisition of all of the outstanding shares of BioReliance Holdings, Inc., (“BioReliance”) a leading provider of global biopharmaceutical testing services. BioReliance provides critical services that include biologic, specialized toxicology and animal health testing to pharmaceutical, biopharmaceutical, diagnostics and other life science customers worldwide. As a leading provider of biological safety testing, its service offering helps facilitate the development, manufacturing and commercialization of biological drugs and helps enable its clients to register their products worldwide. As a service provider of toxicology studies, BioReliance also enables its clients to launch new small molecule drugs worldwide. BioReliance is headquartered in Rockville, Maryland, with additional operations in Glasgow and Stirling, Scotland and sales offices in Tokyo, Japan and Bangalore, India.

This acquisition has been accounted for using the acquisition method of accounting and, accordingly, its results are included in the Company’s consolidated financial statements from the date of acquisition. Total consideration to acquire BioReliance was $353 (net of $11 of cash acquired) and was funded with a combination of existing cash and short-term debt. The allocation of purchase consideration to the assets and liabilities acquired is substantially complete as of June 30, 2012 and has been recognized as follows:




Purchase Price Allocation
Current assets	$	23
Property, plant and equipment	44
Goodwill	216
Intangibles:
Customer relationships	108
Technical knowledge	21
Trademarks and trade names	2
Other	4
Other assets	2
Deferred tax liabilities	(51		)
Other liabilities	(16		)
Total	$	353

Goodwill resulting from the acquisition is largely attributable to the existing workforce of BioReliance and synergies expected to arise as a result of the acquisition. BioReliance’s global pharmaceutical testing services are intended to enable the Company to build a specialized services platform that complements its existing products and technology strengths. The objective of the acquisition is to expand the Company’s participation in the fast growing biological drug market and help forge deeper and stronger strategic ties with existing and new customers. The goodwill is not expected to be deductible for tax purposes.

BioReliance contributed $30 and $49 to the Company’s second quarter and first six months of 2012 net sales after the acquisition date on January 31, 2012. Had the BioReliance acquisition been completed as of the beginning of 2011, the Company’s pro forma net sales for the three months ended June 30, 2012 and 2011 would have been $664 and $668, respectively. The Company’s pro forma net sales for the six months ended June 30, 2012 and 2011 would have been $1,338 and $1,329, respectively. Net income of BioReliance was not material to the Company’s consolidated statements of income for the three and six months ended June 30, 2012 and 2011, either on a reported basis or on a pro forma basis.