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Acquisitions and Strategic Investments | Aug. 06, 2021
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Business Combinations [Abstract] |
ACQUISITIONS AND STRATEGIC INVESTMENTS | NOTE B – ACQUISITIONS AND STRATEGIC INVESTMENTS Our consolidated financial statements include the operating results for acquired entities from the respective dates of acquisition. We completed four acquisitions and one divestiture in 2021 and did not complete any material acquisitions during 2020. We have not presented supplemental pro forma financial information for any of our recent acquisitions given their results are not material to our consolidated financial statements. On February 14, 2022, we completed our acquisition of Baylis Medical Company Inc. (Baylis Medical), a privately-held company which has developed the radiofrequency (RF) NRG™ and VersaCross™ Transseptal Platforms as well as a family of guidewires, sheaths and dilators used to support left heart access, which will expand our electrophysiology and structural heart product portfolios. The transaction consisted of an upfront cash payment using cash on hand of $1.750 billion subject to closing adjustments. We plan to integrate the Baylis Medical business into our Electrophysiology division, supported by our structural heart sales force. 2021 Acquisitions On March 1, 2021, we completed our acquisition of the remaining shares of Preventice Solutions, Inc. (Preventice), a privately-held company which offers a full portfolio of mobile cardiac health solutions and services, ranging from ambulatory cardiac monitors, to cardiac event monitors and mobile cardiac telemetry. The transaction consisted of an upfront cash payment of $925 million and up to an additional $300 million in a potential commercial milestone payment. We had been an investor in Preventice since 2015 and held an equity stake of approximately 22 percent immediately prior to the acquisition date. We remeasured the fair value of our previously-held investment based on the allocation of the purchase price according to priority of equity interests, which resulted in a $196 million gain recognized within Other, net. The transaction price for the remaining stake consisted of an upfront cash payment of $706 million, net of cash acquired, and up to approximately $230 million in future milestone payments. The Preventice business is being managed by our Cardiac Rhythm Management division. On August 6, 2021, we completed our acquisition of the remaining shares of Farapulse, Inc. (Farapulse), a privately-held company that has developed a non-thermal ablation system for the treatment of atrial fibrillation (AF) and other cardiac arrhythmias. The transaction consisted of an upfront cash payment of $450 million, up to $125 million upon achievement of certain clinical and regulatory milestones and additional revenue-based payments over the next three years. We had been an investor in Farapulse since 2014 and held an equity stake of approximately 27 percent immediately prior to the acquisition date. We remeasured the fair value of our previously-held investment based on the allocation of the purchase price according to priority of equity interests which resulted in a $222 million gain recognized within Other, net. The transaction price for the remaining stake consisted of an upfront cash payment of $268 million, net of cash acquired, and up to approximately $92 million in future milestone payments. The Farapulse business is being integrated into our Electrophysiology division. On September 1, 2021, we completed our acquisition of the global surgical business of Lumenis LTD. (Lumenis), a privately-held company that develops and commercializes energy-based medical solutions, including innovative laser systems, fibers and accessories used for urology and otolaryngology procedures. The transaction consisted of an upfront cash payment of $1.032 billion, net of cash acquired. The Lumenis business is being integrated into our Urology and Pelvic Health division. On November 8, 2021, we completed our acquisition of the remaining shares of Devoro Medical, Inc. (Devoro Medical), a privately-held company which has developed the WOLF Thrombectomy® Platform, a non-console and lytic-free platform designed to rapidly capture and extract blood clots in arterial, venous and pulmonary embolism procedures. The transaction consisted of an upfront cash payment of $320 million and up to $80 million upon achievement of certain clinical and regulatory milestones. We had been an investor in Devoro Medical since 2019 and held an equity stake of approximately 16 percent. We remeasured the fair value of our previously held investment based on the allocation of the purchase price according to priority of equity interests which resulted in a $57 million gain recognized within Other, net. The transaction price for the remaining stake consisted of an upfront cash payment of $251 million, net of cash acquired, and up to approximately $67 million in future milestone payments. The Devoro Medical business is being integrated into our Peripheral Interventions division. Purchase Price Allocation The preliminary purchase price for the acquisitions completed during 2021 were comprised of the components presented below, which represent the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed. The final determination of the fair value of certain assets and liabilities will be completed within the measurement period in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805, Business Combinations.
(in millions) | Preventice |  | Lumenis |  | All Other | Total
Payment for acquisition, net of cash acquired | $ | 706 |  |  | $ | 1,032 |  |  | $ | 519 |  | $ | 2,258 |
Fair value of contingent consideration | 221 |  |  | — |  |  | 218 |  | 440 |
Fair value of prior interest | 269 |  |  | — |  |  | 287 |  | 556 |
| $ | 1,197 |  |  | $ | 1,032 |  |  | $ | 1,025 |  | $ | 3,254 |
The preliminary purchase price allocation for these acquisitions was comprised of the following components:
(in millions) | Preventice |  | Lumenis |  | All Other | Total |
Goodwill | $ | 926 |  |  | $ | 544 |  |  | $ | 594 |  | $ | 2,064 |  |
Amortizable intangible assets | 237 |  |  | 423 |  |  | 465 |  | 1,125 |  |
Indefinite-lived intangible assets | — |  |  | 69 |  |  | 43 |  | 112 |  |
Other assets acquired | 65 |  |  | 115 |  |  | 9 |  | 190 |  |
Liabilities assumed | (32) |  |  | (101) |  |  | (11) |  | (144) |  |
Net deferred tax liabilities | — |  |  | (18) |  |  | (75) |  | (93) |  |
| $ | 1,197 |  |  | $ | 1,032 |  |  | $ | 1,025 |  | $ | 3,254 |  |
Goodwill was primarily established due to synergies expected to be gained from leveraging our existing operations, as well as revenue and cash flow projections associated with future technologies and is not deductible for tax purposes. We allocated a portion of the preliminary purchase price to the specific intangible asset categories as follows:
| Amount Assigned (in millions) |  | Weighted Average Amortization Period (in years) |  | Risk-Adjusted Discount Rates used in Purchase Price Allocation
Preventice: |  |  |  |  |  |  |
Amortizable intangible assets: |  |  |  |  |  |  |
Technology-related | $ | 215 |  |  | 9 |  | 10%
Other intangible assets | 22 |  |  | 8 |  | 10%
| $ | 237 |  |  |  |  |  |  |
Lumenis: |  |  |  |  |  |  |
Amortizable intangible assets: |  |  |  |  |  |  |
Technology-related | $ | 388 |  |  | 12 |  | 11%
Other intangible assets | 35 |  |  | 11 |  | 11%
Indefinite-lived intangible assets: |  |  |  |  |  |  |
In-process research and development (IPR&D) | 69 |  |  | N/A |  | 12%
| $ | 492 |  |  |  |  |  |  |
All Other: |  |  |  |  |  |  |
Amortizable intangible assets: |  |  |  |  |  |  |
Technology-related | $ | 465 |  |  | 12 |  | 16% | - | 17%
Indefinite-lived intangible assets: |  |  |  |  |  |  |
In-process research and development (IPR&D) | 43 |  |  | N/A |  | 17%
| $ | 508 |  |  |  |  |  |  |
2021 Divestiture On March 1, 2021, we completed the divestiture of the Specialty Pharmaceuticals business to Stark International Lux S.A.R.L., and SERB SAS, affiliates of SERB, a European specialty pharmaceutical group, for a purchase price of approximately $800 million. The agreement included the transfer of five facilities and approximately 280 employees globally. We classified the assets and liabilities of the Specialty Pharmaceuticals business (disposal group) as held for sale within our consolidated balance sheet as of December 31, 2020 at their respective carrying values, which approximated fair value, less costs to sell. Assets within the disposal group are presented within Assets held for sale and liabilities are presented within Other current liabilities within our consolidated balance sheet as of December 31, 2020. Refer to Note C – Assets and Liabilities Held for Sale for additional information. 2019 Acquisitions BTG plc On August 19, 2019, we completed our acquisition of BTG plc (BTG), a public company organized under the laws of England and Wales. BTG had three key portfolios, the largest of which is its interventional medicine portfolio (Interventional Medicine) that encompasses interventional oncology therapeutic technologies for patients with liver and kidney cancers, as well as a vascular portfolio for treatment of deep vein thrombosis, pulmonary embolism, deep venous obstruction and superficial venous disease. Following the closing of the acquisition, we integrated BTG's Interventional Medicine business into our Peripheral Interventions division. In addition to the Interventional Medicine product lines, the BTG portfolio also included the Specialty Pharmaceuticals business, comprised of acute care antidotes to treat overexposure to certain medications and toxins. On March 1, 2021, we completed the divestiture of Specialty Pharmaceuticals for a purchase price of approximately $800 million. Refer to Note C – Assets and Liabilities Held for Sale for additional information. The BTG portfolio further included a licensing portfolio (Licensing arrangements) that generated net royalties related to BTG intellectual property and product license agreements. In connection with the acquisition, we acquired rights to future royalties associated with the Zytiga™ Drug used to treat certain forms of prostate cancer. In the fourth quarter of 2019, we sold our rights to these royalties for $256 million in cash, included in Proceeds from royalty rights transfer in our consolidated statements of cash flows. Refer to Note E – Hedging Activities and Fair Value Measurements for additional information. The transaction price for the acquisition of BTG consisted of upfront cash in the aggregate amount of £3.312 billion (or $4.023 billion based on the exchange rate at closing on August 19, 2019) for the entire issued ordinary share capital of BTG, whereby BTG stockholders received 840 pence (or $10.20 based on the exchange rate at closing) in cash for each BTG share. The transaction price included $404 million of cash and cash equivalents acquired. We implemented our acquisition of BTG by way of a court-sanctioned scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, as amended. Purchase Price Allocation We accounted for the acquisition of BTG as a business combination, and in accordance with FASB ASC Topic 805, Business Combinations, (FASB ASC Topic 805), we recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. The final purchase price was comprised of the following components:
(in millions) |
Payment for acquisition, net of cash acquired | $ | 3,619 |
The final purchase price allocation was comprised of the following components:
(in millions) |
Goodwill | $ | 1,635 |
Trade accounts receivable, net | 108 |
Inventories | 232 |
Other current assets | 252 |
Other intangible assets, net | 1,785 |
Other long-term assets | 538 |
Accrued expenses and other current liabilities | (308) |
Other long-term liabilities | (274) |
Deferred tax liability | (349) |
| $ | 3,619 |
We allocated a portion of the purchase price to the specific intangible asset categories as follows:
| Amount Assigned (in millions) |  | Amortization Period (in years) |  | Risk-Adjusted Discount Rates used in Purchase Price Allocation
Amortizable intangible assets: |  |  |  |  |  |  |  |  |
Technology-related | $ | 1,709 |  |  | 10 | - | 18 |  | 11 | % | - | 12%
Other intangible assets | 75 |  |  | 2 | - | 11 |  | 11%
| $ | 1,785 |  |  |  |  |  |  |  |  |
We recognized goodwill of $1.635 billion, which is attributable to the synergies expected to arise from the acquisition and revenue and cash flow projections associated with future technologies. We allocated $1.399 billion to our Peripheral Interventions reporting unit and $236 million to the Specialty Pharmaceuticals reporting unit. In 2020, we recorded Goodwill impairment charges of $73 million related to the execution of a definitive agreement to sell our Specialty Pharmaceuticals business. Refer to Note D – Goodwill and Other Intangible Assets for additional information. Vertiflex, Inc. On June 11, 2019, we completed our acquisition of Vertiflex, Inc. (Vertiflex), a privately-held company which developed and commercialized the Superion™ Indirect Decompression System, a minimally-invasive device used to improve physical function and reduce pain in patients with lumbar spinal stenosis (LSS). The transaction price consisted of an upfront cash payment of $465 million and contingent payments that are based on a percentage of Vertiflex sales growth in the first three years following the acquisition close. At the time of acquisition, we estimated the sales-based contingent payments to be in a range of zero to $100 million; however, the payments are uncapped over the three year earn-out period. Through December 31, 2021, we have made incremental payments of $20 million to the prior shareholders of Vertiflex in accordance with the terms of the agreement. Following the closing of the acquisition, we integrated the Vertiflex business into our Neuromodulation division. Millipede, Inc. On January 29, 2019, we completed our acquisition of Millipede, Inc. (Millipede), a privately-held company that has developed the IRIS Transcatheter Annuloplasty Ring System for the treatment of severe mitral regurgitation. We were an investor in Millipede since the first quarter of 2018 as part of an investment and acquisition option agreement, whereby we purchased a portion of the outstanding shares of Millipede, along with newly issued shares of the company, for an upfront cash payment of $90 million. In the fourth quarter of 2018, upon the successful completion of a first-in-human clinical study, we exercised our option to acquire the remaining shares of Millipede. We held an interest of approximately 20 percent immediately prior to the acquisition date. We remeasured the fair value of our previously-held investment based on the implied enterprise value and allocation of purchase price consideration according to priority of equity interests. The transaction price for the remaining stake consisted of an upfront cash payment of $325 million and up to an additional $125 million payment upon achievement of a commercial milestone. During 2021, we cancelled the Millipede mitral valve IPR&D program, recording intangible asset impairment charges of $242 million, and a contingent consideration benefit of $104 million for milestones that would not be achieved due to the cancellation of the program due to the time and financial investment required to commercialize the platform. Purchase Price Allocation We accounted for the acquisitions of Vertiflex and Millipede as business combinations, and in accordance with FASB ASC Topic 805, we recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition dates. The final purchase prices were comprised of the following components:
(in millions) |
Payments for acquisitions, net of cash acquired | $ | 763 |
Fair value of contingent consideration | 127 |
Fair value of prior interests | 102 |
| $ | 992 |
The final combined purchase price allocation was comprised of the following components:
(in millions) |
Goodwill | $ | 577 |
Amortizable intangible assets | 220 |
Indefinite-lived intangible assets | 240 |
Other assets acquired | 24 |
Liabilities assumed | (12) |
Net deferred tax liabilities | (58) |
| $ | 992 |
We allocated a portion of the combined purchase price to the specific intangible asset categories as follows:
| Amount Assigned (in millions) |  | Amortization Period (in years) |  | Risk-Adjusted Discount Rates used in Purchase Price Allocation
Amortizable intangible assets: |  |  |  |  |  |  |  |  |
Technology-related | $ | 210 |  |  | 12 |  | 15%
Other intangible assets | 10 |  |  | 12 |  |  |  | 15% |  |
Indefinite-lived intangible assets: |  |  |  |  |  |  |  |  |
In-process research and development | 240 |  |  | N/A |  | 19%
| $ | 461 |  |  |  |  |  |  |  |  |
Our technology-related intangible assets consist of technical processes, intellectual property and institutional understanding with respect to products and processes that we intend to leverage in future products or processes and will carry forward from one product generation to the next. We used the multi-period excess earnings method, a form of the income approach, to derive the fair value of the technology-related intangible assets and are amortizing them on a straight-line basis over their assigned estimated useful lives. Goodwill was primarily established due to synergies expected to be gained from leveraging our existing operations, as well as revenue and cash flow projections associated with future technologies. The goodwill recorded relating to our acquisitions is not deductible for tax purposes. Contingent Consideration Changes in the fair value of our contingent consideration liability were as follows:
(in millions) |
Balance as of December 31, 2019 | $ | 354 |
Contingent consideration net expense (benefit) | (100) |
Contingent consideration payments | (58) |
Balance as of December 31, 2020 | $ | 196 |
Amount recorded related to current year acquisitions | 440 |
Contingent consideration net expense (benefit) | (136) |
Contingent consideration payments | (15) |
Balance as of December 31, 2021 | $ | 486 |
As of December 31, 2021, the maximum amount of future contingent consideration (undiscounted) that we could be required to pay associated with our prior acquisitions was $986 million, which includes amounts related to our recently completed acquisitions of Preventice, Farapulse and Devoro Medical. The net benefits of $136 million and $100 million recorded in 2021 and 2020, respectively, related to a reduction in the contingent consideration liability for certain prior acquisitions for which we reduced the probability of achievement of associated revenue and/or regulatory milestones upon which payment is conditioned, or, in the case of Millipede and nVision, for milestones that would not be achieved due to management's discontinuation of the associated R&D program. The recurring Level 3 fair value measurements of our contingent consideration liability that we expect to be required to settle include the following significant unobservable inputs:
Contingent Consideration Liability | Fair Value as of December 31, 2021 | Valuation Technique | Unobservable Input | Range | Weighted Average(1)
R&D, Regulatory and Commercialization-based Milestones | $143 million | Discounted Cash Flow | Discount Rate | 1% |  | 2% | 1%
Probability of Payment | 80% |  | 95% | 92%
Projected Year of Payment | 2022 |  | 2024 | 2023
Revenue-based Payments | $343 million | Discounted Cash Flow | Discount Rate | 4 | % | - | 14% | 6%
Probability of Payment | 100 | % | - | 100% | 100%
Projected Year of Payment | 2021 | - | 2024 | 2022
(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. For projected year of payment, the amount represents the median of the inputs and is not a weighted average. Projected contingent payment amounts related to our R&D, regulatory and commercialization-based and revenue-based milestones are discounted back to the current period, primarily using a discounted cash flow model. Significant increases or decreases in projected revenues, probabilities of payment, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement as of December 31, 2021. Strategic Investments The aggregate carrying amount of our strategic investments was comprised of the following:
| As of December 31,
(in millions) | 2021 |  | 2020
Equity method investments | $ | 259 |  |  | $ | 319 |
Measurement alternative investments(1) | 142 |  |  | 183 |
Publicly-held securities(2) | 10 |  |  | 414 |
Notes receivable | — |  |  | 2 |
| $ | 412 |  |  | $ | 918 |
(1) Measurement alternative investments are privately-held equity securities without readily determinable fair values that are measured at cost less impairment, if any, adjusted to fair value for any observable price changes in orderly transactions for the identical or a similar investment of the same issuer, recognized in Other, net within our accompanying consolidated statements of operations. (2) Publicly-held equity securities are measured at fair value with changes in fair value recognized in Other, net within our consolidated statements of operations. These investments are classified as Other long-term assets within our consolidated balance sheets, in accordance with U.S. GAAP and our accounting policies. We recorded a $178 million loss in 2021 and a $363 million gain in 2020 on our investment in Pulmonx Corporation presented in Other, net associated with the remeasurement of our investment during the period to fair value based on observable market prices, as well as the disposition of our remaining ownership during 2021. As of December 31, 2021, the cost of our aggregated equity method investments exceeded our share of the underlying equity in net assets by $289 million, which represents amortizable intangible assets, IPR&D, goodwill and deferred tax liabilities.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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