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Acquisitions and Dispositions
6 Months Ended
Jun. 30, 2012
Acquisitions and Dispositions Disclosure  
Acquisitions and Dispositions [Text Block]

Note 2.       Acquisitions and Dispositions

       On May 1, 2012, the Laboratory Products and Services segment acquired Doe & Ingalls Management, LLC, a North Carolina-based channel for specialty production chemicals and provider of customized supply-chain services to the life sciences and microelectronics industries, for $175 million, net of cash acquired, (subject to a post-closing adjustment) plus up to $3 million of contingent consideration. The acquisition expands the segment's products and services that address the production market. Revenues of Doe & Ingalls totaled approximately $110 million in 2011. The purchase price exceeded the fair value of the acquired net assets and, accordingly, $81 million was allocated to goodwill, $53 million of which is tax deductible.

       In the first six months of 2012, the Specialty Diagnostics segment acquired a business that holds proprietary technology for tests to diagnose pre-eclampsia and eclampsia, for $2.5 million plus contingent consideration of up to $5 million.

       The company made contingent purchase price and post closing adjustment payments totaling $2.4 million in the first six months of 2012, for acquisitions completed prior to 2012. The contingent purchase price payments were contractually due to the sellers upon achievement of certain performance criteria at the acquired businesses.

 

       The company's acquisitions have historically been made at prices above the fair value of the acquired identifiable assets, resulting in goodwill, due to expectations of the synergies that will be realized by combining the businesses. These synergies include the elimination of redundant facilities, functions and staffing; use of the company's existing commercial infrastructure to expand sales of the acquired businesses' products; and use of the commercial infrastructure of the acquired businesses to cost-effectively expand sales of company products.

       Acquisitions have been accounted for using the purchase method of accounting, and the acquired companies' results have been included in the accompanying financial statements from their respective dates of acquisition. Acquisition transaction costs are recorded in selling, general and administrative expenses. The net assets acquired have been recorded based on estimates of fair value and, for acquisitions completed within the past year, are subject to adjustment upon finalization of the valuation process. The company is not aware of any information that indicates the final valuations will differ materially from the preliminary estimates.

 

(In millions) Doe & Ingalls
    
Purchase Price   
 Cash paid $ 173.8
 Purchase price payable   1.0
 Fair value of contingent consideration   1.5
      
   $ 176.3
    
Net Assets Acquired   
 Current assets $ 21.7
 Property, plant and equipment   11.6
 Intangible assets:   
  Customer relationships   68.2
  Product technology   1.1
  Tradenames and other   16.8
 Goodwill   81.3
 Other assets   0.4
 Liabilities assumed   (24.8)
      
   $ 176.3

       The weighted-average amortization periods for intangible assets acquired in 2012 are 13 years for customer relationships, 8 years for product technology and 8 years for tradenames and other. The weighted average amortization period for all intangible assets acquired in 2012 is 12 years.

       The company acquired Dionex Corporation in May 2011 and the Phadia group in August 2011. Had the acquisitions of Dionex and Phadia been completed as of the beginning of 2010, the company's pro forma results for 2011 would have been as follows:

 

    Three Months Six Months
    Ended Ended
(In millions except per share amounts) July 2, 2011 July 2, 2011
       
Revenues $ 3,064.2 $ 6,012.9
         
Income from Continuing Operations $ 255.6 $ 520.8
         
Net Income $ 561.9 $ 831.8
         
Earnings per Share from Continuing Operations:      
 Basic $ 0.67 $ 1.35
 Diluted $ 0.66 $ 1.33
         
Earnings per Share:      
 Basic $ 1.47 $ 2.16
 Diluted $ 1.46 $ 2.13

       Pro forma results include non-recurring pro forma adjustments that were directly attributable to the business combinations including a pre-tax reduction in revenue of $0.1 million and $1.2 million in the three and six months ended July 2, 2011, respectively, due to the impact of revaluing Dionex deferred revenue obligations to fair value.

       Additionally, the following non-recurring pro forma adjustments relating to charges recorded in 2011 have been assumed to have occurred in 2010 for pro forma purposes:

  •        Pre-tax increase in income of $21.6 million for the three and six months ended July 2, 2011, relating to monetizing equity awards held by Dionex employees at the date of acquisition.
  •        Pre-tax increase in income of $14.5 million for the three and six months ended July 2, 2011, for the sale of Dionex inventories revalued at the date of acquisition.
  •        Pre-tax increase in income of $59.9 million and $62.9 million in the three and six months ended July 2, 2011, respectively, for acquisition-related transaction costs incurred by both the company and the acquirees.

       The company's results would not have been materially different from its pro forma results had the company's other 2012 and 2011 acquisitions occurred at the beginning of 2011 or 2010, respectively.

Dispositions

       On April 4, 2011, the company sold, in separate transactions, its Athena Diagnostics business for $740 million in cash and its Lancaster Laboratories business for $180 million in cash and escrowed proceeds of $20 million, due in October 2012. The sale of these businesses resulted in an after-tax gain of approximately $304 million or $0.79 per diluted share in the second quarter of 2011. The results of both businesses have been included in the accompanying financial statements as discontinued operations. Operating results of these businesses in the first quarter of 2011 were as follows:

      
(In millions) 2011
    
Revenues $ 54.3
Pre-tax Income   9.1