Business Combinations and Asset Acquisitions

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Mergers, Acquisitions and Dispositions Disclosures

ACQUISITIONS AND DIVESTITURES

ACQUISITIONS

Curiosity Diagnostics Acquisition:

On August 3, 2022 (the "Acquisition Date"), we acquired all equity interests of Curiosity Diagnostics, sp.z o.o. ("Curiosity") for a total consideration of $137.1 million, including the estimated fair value of contingent consideration. The contingent consideration of up to $70.0 million is payable upon achievement of certain technological development and sales-related milestones.

Curiosity Diagnostics, a late-stage, pre-commercial platform company, is in the process of developing a sample-to-answer, rapid diagnostics PCR system for the molecular diagnostics market. The strategic rationale for the transaction was to facilitate our entry into the molecular disease testing market with a differentiated platform. We believe this acquisition will complement our Clinical Diagnostics product offerings. The acquisition was included in our Clinical Diagnostics segment's results of operations from the Acquisition Date. The amount of acquisition-related costs was not material.

The acquisition of Curiosity was accounted for as a business combination.

The preliminary fair value of consideration transferred for the Curiosity acquisition consists of the following (in millions):



Purchase price (cash)	$	101.0
Fair value of contingent consideration (earn-out)	36.1
Fair value of total consideration transferred	$	137.1

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the Acquisition Date (in millions):


	Preliminary Fair Value
In-process research and development	$	99.0
Deferred tax liabilities	(18.8)
Other identifiable assets acquired, net	1.0
Net identifiable assets acquired	81.2
Goodwill	55.9
Net assets acquired	$	137.1

Goodwill related to the acquisition is primarily attributable to opportunities to further develop and enhance the rapid diagnostics PCR systems and combining the operations and technologies of Bio-Rad and Curiosity, and is not deductible for tax purposes. In-process research and development (IPR&D) is accounted for as an indefinite-lived asset. Once the project is completed, the carrying value of the IPR&D will be amortized over the estimated useful life of the asset. IPR&D is assessed for impairment on an annual basis until the project is completed.

As additional information becomes available, such as finalization of the estimated fair value of the assets acquired and liabilities assumed, and working capital adjustments that may affect the total consideration transferred, we may revise the preliminary estimates of fair values of the tangible and intangible assets acquired and liabilities assumed during the remainder of the measurement period (which will not exceed 12 months from the Acquisition Date). Any such revisions or changes may be material as we finalize the fair values of those tangible and intangible assets acquired and liabilities assumed.

We included Curiosity's estimated fair value of assets acquired and liabilities assumed in our condensed consolidated balance sheets beginning on the Acquisition Date. The results of operations for Curiosity subsequent to the Acquisition Date have been included in, but are immaterial to, our condensed consolidated statements of income (loss) for the three and nine months ended September 30, 2022. Pro forma results of operations for the Curiosity acquisition have not been presented because they are not material to the condensed consolidated statements of income (loss).