Business Combinations

6 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combinations

Business CombinationsOn November 21, 2022, we completed our acquisition of 100% of the shares in MediFox-Dan Investment GmbH and its subsidiaries (“MEDIFOX DAN”), a German leader in software solutions for a wide variety of out-of-hospital care providers, for $997.5 million. This acquisition has been accounted for as a business combination using purchase accounting and included in our condensed consolidated financial statements from November 21, 2022. The acquisition was paid for using funds drawn down from our Revolving Credit Agreement.

The total purchase price was allocated to MEDIFOX DAN's tangible and identifiable intangible assets and liabilities based upon preliminary estimated fair values as of the November 21, 2022 closing date, as follows (in thousands):

	Preliminary		Intangible assets - useful life
Cash	$	7,372
Accounts receivable	16,096
Property, plant and equipment	7,731
Equity method investment	57,298
Other assets	18,523
Accounts payable and accrued expenses	(19,826)
Deferred revenue	(18,349)
Other liabilities	(11,623)
Identifiable intangible assets:
Developed technology	43,081		6 - 7 years
Customer relationships	175,445		11 - 13 years
Trade names	32,050		10 years
Deferred tax liabilities	(91,004)
Goodwill	780,722
Purchase price	$	997,516

We have not finalized the purchase price allocation in relation to this acquisition as certain appraisals associated with the valuation of intangible assets and income tax positions are not yet complete. We do not believe that the completion of this work will materially modify the preliminary purchase price allocation. We expect to complete our purchase price allocation during the quarter ending June 30, 2023. The cost of the acquisition was allocated to the assets acquired and liabilities assumed based on estimates of their fair values at the date of acquisition. The goodwill recognized as part of the acquisition is reflected in our SaaS segment and is not deductible for tax purposes. It mainly represents the synergies that are unique to our combined businesses and the potential for new products and services to be developed in the future.

Pro forma results of operations have not been presented because the effects of this acquisition were not material to our condensed consolidated statements of operations.

During the three and six months ended December 31, 2022, we recorded acquisition related expenses of $8.4 million and $9.2 million, respectively, related to the MEDIFOX DAN acquisition. We did not have material acquisition related expenses during the three and six months ended December 31, 2021.