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Acquisitions | 12 Months Ended
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Jun. 30, 2016
Business Combinations [Abstract] |
Acquisitions | ACQUISITIONS Fiscal 2016 Acquisitions Acquisition of ANXe Business Corporation O n May 1, 2016, we acquired all of the equity interest in ANXe Business Corporation (ANX), a leading provider of cloud-based information exchange services to the automotive and healthcare industries, for approximately $104.6 million. In accordance with Topic 805 "Business Combinations" (Topic 805), this acquisition was accounted for as a business combination. We believe this acquisition will strengthen our industry presence and reach in the automotive and healthcare industries through strong customer relationships and targeted business partner collaboration solutions. The results of operations of ANX have been consolidated with those of OpenText beginning May 1, 2016. Preliminary Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of May 1, 2016, are set forth below:
Current assets | $ | 9,712 |
Non-current tangible assets | 511 |
Intangible customer assets | 49,700 |
Intangible technology assets | 5,600 |
Liabilities assumed | (26,190 | )
Total identifiable net assets | 39,333 |
Goodwill | 65,237 |
Net assets acquired | $ | 104,570 |
The goodwill of $65.2 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $7.0 million is expected to be deductible for tax purposes. The fair value of current assets acquired includes accounts receivable with a fair value of $5.7 million. The gross amount receivable was $5.8 million of which $0.1 million of this receivable was expected to be uncollectible. The finalization of the purchase price allocation is pending the finalization of the fair value for taxation-related balances and for potential adjustments to assets and liabilities. We expect to finalize this determination on or before March 31, 2017. Acquisition-related costs for ANX included in Special charges (recoveries) in the Consolidated Statements of Income for the year ended June 30, 2016 were $0.9 million. The acquisition had no significant impact on revenues and net earnings for the year ended June 30, 2016, since the date of acquisition. Purchase of an Asset Group Constituting a Business On April 30, 2016, we acquired certain customer experience software and services assets and liabilities from HP Inc. (CEM Business) for approximately $160.0 million, of which $7.3 million is currently held back and unpaid in accordance with the terms of the purchase agreement. In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition will complement our current software portfolio, particularly our Customer Experience Management and Cloud offerings. The results of operations of this acquisition have been consolidated with those of OpenText beginning April 30, 2016. Preliminary Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of April 30, 2016, are set forth below:
Current assets | $ | 2,333 |
Non-current tangible assets | 12,041 |
Intangible customer assets | 33,000 |
Intangible technology assets | 47,000 |
Liabilities assumed | (25,086 | )
Total identifiable net assets | 69,288 |
Goodwill | 90,712 |
Net assets acquired | $ | 160,000 |
The goodwill of $90.7 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $77.0 million is expected to be deductible for tax purposes. The finalization of the purchase price allocation is pending the finalization of the fair value for assets acquired, including intangible assets and liabilities assumed. Acquisition-related costs for CEM Business included in Special charges (recoveries) in the Consolidated Statements of Income for the year ended June 30, 2016 were $2.8 million. The acquisition had no significant impact on revenues and net earnings for the year ended June 30, 2016 since the date of acquisition. Acquisition of Daegis Inc. On November 23, 2015, we acquired all of the equity interest in Daegis Inc. (Daegis), a global information governance, data migration solutions and development company, based in Texas, United States. Total consideration for Daegis was $23.3 million ($22.1 million - net of cash acquired). In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition enables OpenText to strengthen our current information governance capabilities. We recognized $8.0 million of goodwill associated with this acquisition, which is primarily attributable to the synergies that are expected to arise after the acquisition. This goodwill is expected to be deductible for tax purposes. Acquisition-related costs for Daegis included in Special charges (recoveries) in the Consolidated Statements of Income for the year ended June 30, 2016 was $1.1 million. The results of operations of Daegis have been consolidated with those of OpenText beginning November 23, 2015. The acquisition had no significant impact on revenues and net earnings for the year ended June 30, 2016 since the date of acquisition. Pro forma results of operations for these acquisitions have not been presented because they are not material to the consolidated results of operations either individually or in aggregate. Fiscal 2015 Acquisitions Acquisition of Actuate Corporation On January 16, 2015, we acquired all of the outstanding common stock of 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, this acquisition was accounted for as a business combination. The results of operations of Actuate were consolidated with those of OpenText beginning January 16, 2015. The following tables summarize the 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 |
Purchase consideration | $ | 331,956 |
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 |
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 was included in "Other income" in our Consolidated Financial Statements during the year ended June 30, 2015. Acquisition of Informative Graphics Corporation On January 2, 2015, we acquired all of the equity interest in 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). In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition enables OpenText to engineer solutions that further increase a user's experience within our OpenText EIM Suite. The results of operations of IGC were consolidated with those of OpenText beginning January 2, 2015. No portion of the goodwill recorded upon the acquisition of IGC is expected to be deductible for tax purposes. Fiscal 2014 Acquisitions GXS Group, Inc. On January 16, 2014, we acquired all of the equity interest in 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 |
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 |
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 all of the equity interest in 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.

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