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Business Combinations | 6 Months Ended
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Apr. 30, 2022
Business Combinations [Abstract] |
Business Combinations | Business Combinations During the three months ended January 31, 2022, we completed an acquisition for purchase consideration of $20.0 million, net of cash acquired. The preliminary purchase price allocations were $4.3 million of identifiable intangible assets and $15.7 million of goodwill, which were attributable to the Semiconductor & System Design reporting segment. There was no tax deductible goodwill related to the acquisition. Acquisition of Equity Interest in OpenLight Photonics, Inc. (OpenLight) During the three months ended April 30, 2022, we acquired 75% equity interest in OpenLight for $90.0 million in cash consideration. The remaining 25% equity interest in OpenLight is held by Juniper Networks, Inc. (the Minority Investor) from their contribution of IP and certain tangible assets. The preliminary purchase price allocations were $94.0 million of identifiable intangible assets and $45.1 million of goodwill, which were attributable to the Semiconductor & System Design reporting segment. The goodwill was mainly attributable to the assembled workforce and planned growth in new markets. There was no tax deductible goodwill related to the acquisition. The agreement with the Minority Investor contains redemption features whereby the interest held by the Minority Investor is redeemable either (i) at the option of the Minority Investor on or after the third anniversary of the acquisition or sooner in certain circumstances or (ii) at our option beginning on the third anniversary of the acquisition. This option is exercisable at the greater of fair value at the time of redemption or $30.0 million and was valued at $10.1 million, resulting in a total consideration of $100.1 million. As of April 30, 2022, the carrying amount of the redeemable non-controlling interest was recorded at its estimated fair value of $43.5 million in the unaudited condensed consolidated balance sheet. We have included the financial results of these acquisitions in our unaudited condensed consolidated financial statements from the date of acquisition. We do not consider these acquisitions to be material, individually or in the aggregate, to our unaudited condensed consolidated financial statements. Preliminary Fair Value Estimates The preliminary fair value estimates for the assets acquired and liabilities assumed for all acquisitions completed within 12 months from the applicable acquisition date are not yet finalized and may change as additional information becomes available during the respective measurement periods. The primary areas of those preliminary estimates relate to certain tangible assets and liabilities, identifiable intangible assets, and income taxes. Acquisition-Related Transaction Costs Transaction costs were $4.0 million and $6.1 million during the three and six months ended April 30, 2022, respectively. Transaction costs were $2.3 million and $5.9 million during the three and six months ended April 30, 2021, respectively. These costs mainly consisted of professional fees and administrative costs and were expensed as incurred in our unaudited condensed consolidated statements of income.

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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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