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Acquisitions | 12 Months Ended
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Jun. 30, 2015
Business Combinations [Abstract] |
Acquisitions | ACQUISITIONS Acquisition of Actuate Corporation On January 16, 2015, we acquired Actuate Corporation (Actuate), based in San Francisco, California, United States. Actuate was a leader in personalized analytics and insights and we believe the acquisition complements our OpenText EIM Suite. In accordance with Topic 805 "Business Combinations" (Topic 805), this acquisition was accounted for as a business combination. The results of operations of Actuate have been consolidated with those of OpenText beginning January 16, 2015. The following tables summarize the preliminary consideration paid for Actuate and the amount of the assets acquired and liabilities assumed, as well as the goodwill recorded as of the acquisition date:
Cash consideration* | $ | 322,417 |
Fair value, at date of acquisition, on shares of Actuate already owned through open market purchases | 9,539 |
Preliminary purchase consideration | $ | 331,956 |
Acquisition-related costs (included in Special charges in the Consolidated Statements of Income) for the year ended June 30, 2015 | $ | 3,340 |
*Inclusive of $8.2 million accrued for but unpaid as of June 30, 2015. Preliminary Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of January 16, 2015, are set forth below:
Current assets (inclusive of cash acquired of $22,463) | $ | 78,150 |
Non-current tangible assets | 13,540 |
Intangible customer assets | 62,600 |
Intangible technology assets | 60,000 |
Liabilities assumed | (79,686 | )
Total identifiable net assets | 134,604 |
Goodwill | 197,352 |
Net assets acquired | $ | 331,956 |
The finalization of the purchase price allocation is pending the determination of the finalization of the fair value for taxation-related balances and for potential unrecorded liabilities. We expect to finalize this determination on or before December 31, 2015. No portion of the goodwill recorded upon the acquisition of Actuate is expected to be deductible for tax purposes. The fair value of current assets acquired includes accounts receivable with a fair value of $23.4 million. The gross amount receivable was $23.6 million of which $0.2 million of this receivable was expected to be uncollectible. We recognized a gain of $3.1 million as a result of remeasuring to fair value our investment in Actuate held before the date of acquisition. The gain is included in "Other income" in our Consolidated Financial Statements. The amount of Actuate’s revenues and net income included in our Consolidated Statements of Income for the year ended June 30, 2015 is set forth below:
|  | January 16, 2015— June 30, 2015
Revenues |  | $ | 34,093 |
Net loss * |  | $ | (14,242 | )
* Net loss includes one-time fees of approximately $6.2 million on account of special charges, and $12.7 million of amortization charges relating to intangible assets. These losses were offset by a tax recovery of $6.0 million. The unaudited pro forma revenues and net income of the combined entity for the year ended June 30, 2015 and 2014, respectively, had the acquisition been consummated as of July 1, 2013, are set forth below:
| Year Ended June 30,
|  | 2015 |  | 2014
Supplemental Unaudited Pro forma Information |  |  |  |
Total revenues |  | $ | 1,907,532 |  |  | $ | 1,739,995 |
Net income (1) (2) |  | $ | 210,054 |  |  | $ | 196,879 |
(1) Included in pro forma net income for the year ended June 30, 2015 are approximately $12.8 million of one-time expenses incurred by Actuate on account of the acquisition. These one-time expenses include i) approximately $3.4 million in employee change in control payments, ii) approximately $3.9 million of post-business combination compensation obligations associated with the acquisition, and iii) approximately $5.5 million of transaction fees triggered by the closing of the acquisition. (2) Included in pro forma net income are estimated amortization charges relating to the allocated values of intangible assets. The unaudited pro forma financial information in the table above is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the periods presented or the results that may be realized in the future. Informative Graphics Corporation On January 2, 2015, we acquired Informative Graphics Corporation (IGC), based in Scottsdale, Arizona, United States. IGC was a leading developer of viewing, annotation, redaction and publishing commercial software. Total consideration for IGC was $40.0 million ($38.7 million - net of cash acquired), of which $36.5 million was paid in cash, and $3.5 million is currently held back and unpaid in accordance with the purchase agreement. In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition will enable OpenText to engineer solutions that further increase a user's experience within our OpenText EIM Suite. The finalization of the purchase price allocation is pending the determination of the finalization of the fair value for taxation-related balances and for potential unrecorded liabilities. We expect to finalize this determination on or before December 31, 2015. Acquisition related costs for IGC included in Special charges in the Consolidated Statements of Income for the year ended June 30, 2015 were $0.4 million. The results of operations of IGC have been consolidated with those of OpenText beginning January 2, 2015. The acquisition had no significant impact on revenues and net earnings for the year ended June 30, 2015. There was also no significant impact on the Company's revenues and net income on a pro forma basis for all periods presented. Fiscal 2014 GXS Group, Inc. On January 16, 2014, we acquired GXS, a Delaware corporation and leader in cloud-based, business-to-business (B2B) integration. The acquisition combined OpenText's Information Exchange portfolio with GXS' portfolio of B2B integration services and managed services. Total consideration for GXS was $1.2 billion, inclusive of the issuance of 2,595,042 OpenText Common Shares. In accordance with Topic 805, this acquisition was accounted for as a business combination. The results of operations of GXS have been consolidated with those of OpenText beginning January 16, 2014. The following tables summarize the consideration paid for GXS and the amount of the assets acquired and liabilities assumed, as well as the goodwill recorded as of the acquisition date:
Cash consideration paid | $ | 1,101,874 |
Equity consideration paid | 116,777 |
Purchase consideration | $ | 1,218,651 |
As set forth in the purchase agreement, $60.0 million of the total cash consideration paid was provided to an escrow agent for indemnification purposes. During the three months ended December 31, 2014, $30.0 million of the total amount that was held in escrow was released. The remaining $30.0 million will remain in escrow, for indemnification purposes, until January 2016, pursuant to the purchase agreement. Purchase Price Allocation The purchase price of GXS has been allocated to GXS' tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date. For certain assets and liabilities, the book values as of the balance sheet date have been determined to reflect fair values. The excess of the purchase price over the net tangible and identifiable intangible assets has been recorded as goodwill. Our purchase price allocation for GXS is as follows:
Current assets (inclusive of cash acquired of $24,382) | $ | 127,406 |
Non-current tangible assets | 36,139 |
Intangible customer assets | 364,600 |
Intangible technology assets | 123,200 |
Liabilities and non-controlling interest assumed | (105,459 | )
Total identifiable net assets | 545,886 |
Goodwill | 672,765 |
Net assets acquired | $ | 1,218,651 |
During Fiscal 2015, we reduced the carrying value of certain tax liabilities and goodwill by $23.5 million, which, in accordance with Topic 805, has been accounted for retrospectively in the consolidated financial statements. No portion of the goodwill recorded upon the acquisition of GXS is expected to be deductible for tax purposes. The fair value of current assets acquired includes accounts receivable with a fair value of $94.3 million. The gross amount receivable was $108.2 million of which $13.9 million of this receivable was expected to be uncollectible. Cordys Holding B.V. On August 15, 2013, we acquired Cordys Holding B.V. (Cordys), a leading provider of Business Process Management (BPM) and case management solutions, offered on one platform with cloud, mobile, and social capabilities, based in Putten, the Netherlands. Total consideration for Cordys was $33.2 million paid in cash ($30.6 million - net of cash acquired). In accordance with Topic 805, this acquisition was accounted for as a business combination. The results of operations of Cordys have been consolidated with those of OpenText beginning August 15, 2013. The acquisition had no significant impact on revenues and net income for the year ended June 30, 2014. There was also no significant impact on the Company's revenues and net income on a pro forma basis for all periods presented. Fiscal 2013 EasyLink Services International Corporation On July 2, 2012, we acquired EasyLink Services International Corporation (EasyLink), a global provider of cloud-based electronic messaging and business integration services, based in Atlanta, Georgia. The acquisition extended our product offerings as we continue to evolve in the Enterprise Information Management market category. Total consideration for EasyLink was $342.3 million, paid in cash. In accordance with Topic 805, this acquisition was accounted for as a business combination. The results of operations of EasyLink have been consolidated with those of OpenText beginning July 2, 2012. The following tables summarize the consideration paid for EasyLink and the amount of the assets acquired and liabilities assumed, as well as the goodwill recorded as of the acquisition date:
Cash consideration paid | $ | 342,272 |
The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of July 2, 2012, are set forth below:
Current assets (inclusive of cash acquired of $26,941) | $ | 74,560 |
Non-current assets | 35,024 |
Intangible customer assets | 126,600 |
Intangible technology assets | 70,500 |
Total liabilities assumed | (148,028 | )
Total identifiable net assets | 158,656 |
Goodwill | 183,616 |
| $ | 342,272 |
No portion of the goodwill recorded upon the acquisition of EasyLink is expected to be deductible for tax purposes. Included within current assets were accounts receivable of $26.2 million at July 2, 2012. This amount was substantially collected as of June 30, 2013. Other Fiscal 2013 Acquisitions During Fiscal 2013, we acquired certain other companies and purchased certain technology and customer assets to expand our product and service offerings. These acquisitions were not significant individually or in the aggregate.

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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://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7008-128479 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1486-128463 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4845-128472 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1500-128463 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1524-128463 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7000-128479 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4922-128472 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4934-128472 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4926-128472 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6996-128479 + Details
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