XML 99 R13.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Acquisitions
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Acquisitions ACQUISITIONS
The aggregate purchase price of our acquisitions, net of cash acquired was $1,096 and $2,451 in 2019 and 2018. We acquired stock in companies and various assets that continue to support our capital deployment and product development strategies.
In October 2019 we completed the acquisition of Mobius Imaging and Cardan Robotics for net cash consideration of $360 and future regulatory and commercial milestone payments of up to $130. Mobius Imaging is a leader in point-of-care imaging technology focused on integrating advanced imaging technologies into medical workflow. Cardan Robotics is working to develop innovative robotics and navigation technology systems for surgical and interventional radiology procedures. Mobius Imaging and Cardan Robotics (Mobius) are part of our Spine business within Neurotechnology and Spine. For income tax purposes the acquisition is treated as an asset purchase. Goodwill attributable to the acquisition is deductible for tax purposes.
In March 2019 we completed the acquisition of OrthoSpace, Ltd. (OrthoSpace) for net cash consideration of $110 and future regulatory milestone payments of up to $110. OrthoSpace is a medical device company specializing in orthopaedic biodegradable technology for the treatment of irreparable rotator cuff tears. OrthoSpace is part of our Endoscopy business within MedSurg. Goodwill attributable to the acquisition is not deductible for tax purposes.
In November 2018 we completed the acquisition of K2M Group Holdings, Inc. (K2M) for $27.50 per share, or an aggregate purchase price of $1,380, net of cash acquired. K2M is a global leader of complex spine and minimally invasive solutions focused on achieving three-dimensional Total Body Balance. K2M is part of our Spine business within Neurotechnology and Spine. Goodwill attributable to the acquisition is not deductible for tax purposes.
In February 2018 we completed the acquisition of Entellus Medical, Inc. (Entellus) for $24.00 per share, or an aggregate purchase price of $697, net of cash acquired. Entellus is focused on delivering superior patient and physician experiences through products designed for the minimally invasive treatment of various ear, nose and throat (ENT) disease states. Entellus is part of our Neurotechnology business within Neurotechnology and Spine. Goodwill attributable to the acquisition is not deductible for tax purposes.
In November 2019 we announced a definitive agreement to acquire all of the issued and outstanding ordinary shares of Wright Medical Group N.V. (Wright) for $30.75 per share, or an aggregate purchase price of approximately $5.4 billion (including convertible notes). Pursuant to the agreement, on December 13, 2019 our wholly owned subsidiary, Stryker B.V., commenced a tender offer to purchase all of the outstanding ordinary shares, par value €0.03 per share, of Wright at a price of $30.75 per share, without interest, but subject to any applicable withholding of taxes. We expect the acquisition to close in the second half of 2020, subject to the expiration of the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of other required approvals and clearances under applicable antitrust laws, the adoption of certain resolutions by Wright’s shareholders at an extraordinary general meeting of Wright’s shareholders and other customary conditions. Wright is a global medical device company focused on extremities and biologics. Following closing, we plan to integrate Wright into our Trauma and Extremities business within Orthopaedics.
Purchase price allocations for our significant acquisitions are presented below:
Purchase Price Allocation of Acquired Net Assets
2019
 
Mobius
OrthoSpace
Tangible assets acquired:
 
 
 
Accounts receivable
 
$
3

$
1

Inventory
 
7

1

Other assets
 
2

1

Contingent consideration
 
(4
)

Liabilities
 
(10
)
(29
)
Intangible assets:
 
 
 
Customer relationship
 
7


Developed technology and patents
 
60

120

In-process research and development
 
98


Non-compete agreements
 
9


Goodwill
 
301

114

Purchase price, net of cash acquired
 
$
473

$
208

Weighted average life of intangible assets
 
12

18

2018
 
K2M
Entellus
Tangible assets acquired:
 
 
 
Accounts receivable
 
$
58

$
17

Inventory
 
131

14

Other assets
 
160

62

Contingent consideration
 

(79
)
Liabilities
 
(257
)
(76
)
Intangible assets:
 
 
 
Customer relationship
 
34

33

Distributor relationship
 
1


Trade name
 
10


Developed technology and patents
 
475

261

Internally developed software
 
2


Goodwill
 
766

465

Purchase price, net of cash acquired
 
$
1,380

$
697

Weighted average life of intangible assets
 
15

16


Purchase price allocations for Mobius, OrthoSpace and other 2019 acquisitions were based on preliminary valuations, primarily related to intangible assets and inventory. Our estimates and assumptions are subject to change within the measurement period. The purchase price allocations for K2M, Entellus and other 2018 acquisitions were finalized in 2019.