Subsequent Events

6 Months Ended

Jun. 30, 2020

Subsequent Events [Abstract]

Subsequent Events

Subsequent events  

Dividends

On July 29, 2020, our Board of Directors declared a quarterly cash dividend of $0.26 per common share, payable on September 8, 2020, to stockholders of record on August 17, 2020.

Acquisition

On July 2, 2020, we completed the acquisition of OptimalPlus, a global leader in data analytics software for the semiconductor, automotive and electronics industries that is based in Israel. As a result of acquiring 100% of the outstanding share capital of OptimalPlus, OptimalPlus became our wholly-owned subsidiary. This transaction is being accounted for as a business combination using the acquisition method of accounting. All of the acquired assets and liabilities of OptimalPlus will be recorded at their respective fair values as of the acquisition date. Transaction costs will be expensed as incurred.

At the acquisition date, total consideration transferred was approximately $357 million, inclusive of $16 million in cash acquired. Additionally, unvested in-the-money share options of certain OptimalPlus employees were exchanged into the right to receive deferred cash consideration in accordance with the terms of the share purchase agreement. Approximately $8 million of deferred cash consideration was allocated to post-combination expense and is not included in the total consideration transferred. The deferred cash consideration is subject to the original vesting schedule of the corresponding unvested options that were replaced and the amounts will be recognized as compensation expense over the remaining service period.

The acquisition was funded primarily by cash on hand in addition to $70 million drawn under our term loan facility on June 30, 2020. See Note 13 - Debt of Notes to Consolidated Financial Statements for further information on our outstanding borrowings.

During the six months ended June 30, 2020, we expensed $3 million of transaction costs in connection with the acquisition of OptimalPlus, which are included in selling, general and administrative expenses in the consolidated statement of comprehensive income.

We have excluded certain disclosures required under ASC Topic 805. Disclosure of certain information has been deemed impracticable primarily due to the short period of time we have had to obtain the necessary information from the acquired company, which is not a public company. This short timeframe prohibits us from fully applying various valuation methodologies and preparing the information for this Quarterly Report on Form 10-Q for the second quarter of 2020. Such information, as required under Topic 805, will be included in our Quarterly Report on Form 10-Q for the third quarter of 2020 and finalized within the one-year measurement period.