XML 33 R23.htm IDEA: XBRL DOCUMENT
v3.21.2

Acquisition | 9 Months Ended
--- | ---
Sep. 30, 2021
Business Combinations [Abstract] |
Acquisition |
16) | Acquisition
Photon Control On July 15, 2021, the Company completed its acquisition of Photon Control (the “Photon Control Acquisition”), pursuant to a definitive agreement (the “Arrangement Agreement”). Photon Control designs, manufactures and distributes a wide range of optical sensors and systems to measure temperature and position used in semiconductor wafer fabrication. At the effective time of the Photon Control Acquisition and pursuant to the terms and conditions of the Arrangement Agreement, each share of Photon Control’s common stock issued and outstanding as of immediately prior to the effective time of the Photon Control Acquisition, was converted into the right to receive CAD 3.60 per share in cash, without interest and subject to deduction for any required withholding tax. The Company paid to the former Photon Control securityholders aggregate consideration of CAD 378.6, or USD 302.7, excluding related transaction fees and expenses. The Company funded the payment of the aggregate consideration with available cash on hand. Photon Control is included in the Company’s Light & Motion segment. The purchase price of Photon Control consisted of the following:
Cash paid for outstanding shares (1) |  | $ | 302.7 |
Less: Cash and cash equivalents acquired |  |  | (34.3 | )
Total purchase price, net of cash and cash equivalents acquired |  | $ | 268.4 |
| (1) | Represents cash paid of CAD 3.60 per share for approximately 105.2 shares of Photon Control common stock, without interest and subject to deduction for any required withholding tax.
Under the acquisition method of accounting, the total estimated acquisition consideration is allocated to the acquired tangible and intangible assets and assumed liabilities of Photon Control based on their fair values as of the acquisition date. Any excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed is allocated to goodwill. The Company expects that none of this goodwill or intangible assets will be deductible for tax purposes. The Company believes the amount of goodwill relative to identifiable intangible assets relates to enhancing the Company’s Surround the Chamber® portfolio by adding optical sensors for temperature control for critical etch and deposition applications in semiconductor wafer fabrication. The following table summarizes the preliminary allocation of the purchase price to the fair values assigned to assets acquired and liabilities assumed at the date of the Photon Control Acquisition:
Current assets |  | $ | 51.4 |
Intangible assets |  |  | 121.0 |
Goodwill |  |  | 168.2 |
Other non-current assets |  |  | 8.6 |
Total assets acquired |  |  | 349.2 |
Current liabilities |  |  | 13.7 |
Non-current deferred taxes |  |  | 32.1 |
Other long-term liabilities |  |  | 0.7 |
Total liabilities assumed |  |  | 46.5 |
Fair value of assets acquired and liabilities assumed |  |  | 302.7 |
Less: Cash and cash equivalents acquired |  |  | (34.3 | )
Total purchase price, net of cash and cash equivalents acquired |  | $ | 268.4 |
The acquired intangible assets are being amortized on a straight-line basis, which approximates the economic use of the assets over their estimated useful lives. The following table reflects the allocation of the acquired intangible assets and related estimate of useful lives:
Completed technology |  | $ | 110.0 |  |  | 9 years
Customer relationships |  | $ | 9.4 |  |  | 10 years
Trade names |  |  | 0.2 |  |  | 0.5 years
Backlog |  |  | 1.4 |  |  | 1.5 years
|  | $ | 121.0 |  |  |
While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed on the acquisition date, its estimates and assumptions are subject to refinement. The net fair value of the acquired intangible assets was determined using the income approach. In performing these valuations, the key underlying judgments and assumptions used included the appropriate discount rates as well as forecasted revenue growth rates, gross profit and operating margins. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations. The finalization of the purchase accounting assessment may result in a change in the valuation of assets acquired and liabilities assumed and may have a material impact on the Company’s results of operations and financial position. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill to reflect additional information received about facts and circumstances which existed at the date of acquisition. The Company records adjustments to the assets acquired and liabilities assumed subsequent to the purchase price allocation period in the Company’s operating results in the period in which the adjustments are determined. Any potential adjustments made could be material in relation to the preliminary values presented. The results of operations of the Photon Control business from the acquisition closing date of July 15, 2021 through September 30, 2021, were not material to the Company's results of operations. The acquisition was also not material to the Company’s results of operations, for the periods presented, on a pro forma basis.

X
- 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
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration