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Acquisitions
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions
2. ACQUISITIONS

Stilla Technologies Acquisition
On June 30, 2025 (the "Acquisition Date"), we acquired all equity interests of Stilla Technologies (“Stilla”).
Stilla is a commercial-stage life science company that develops and markets next-generation droplet digital Polymerase Chain Reaction ("PCR") systems, which supports a broad range of genetic and molecular testing applications. The strategic rationale for the transaction was to strengthen our offering in droplet digital PCR and facilitate entry into new molecular testing markets.
Because the acquired company met the definition of a business, the acquisition of Stilla was accounted for as a business combination, using the acquisition method of accounting.

The Stilla acquisition purchase consideration consisted of (i) $166.5 million cash consideration paid to the sellers, (ii) $47.9 million cash payments to debtors on behalf of Stilla, (iii) $15.0 million of cash paid to escrow accounts for representations and warranties of the sellers, and (iv) the fair value of the contingent consideration of $28.5 million. The contingent consideration of up to $50.0 million is payable upon the achievement of certain technological development and sales-related milestones.

The following table summarizes the preliminary allocation of the purchase consideration to the estimated fair values of the assets acquired and liabilities assumed at the Acquisition Date (in millions):
Preliminary Fair Value
Assets Acquired:
Cash and cash equivalents
$12.7 
Developed technology
94.4 
Customer relationships
2.3 
Other identifiable assets acquired
7.4 
Liabilities Assumed:
Other current liabilities
(15.9)
Other identifiable liabilities assumed
(4.9)
Net identifiable assets acquired
96.0 
Goodwill
161.9 
Net assets acquired
$257.9 

The goodwill and identifiable intangible assets are not deductible for tax purposes. Goodwill related to the acquisition is primarily attributable to opportunities to further develop and enhance the ddPCR systems and combining the operations and technologies of Bio-Rad and Stilla. Developed technology is accounted for as an intangible asset with a finite useful life. Goodwill will be tested for impairment annually and both the goodwill and intangible assets will be tested whenever there are indications of impairment, such as a significant decrease in the market value or a change in the expected useful life of technology. The amortization period and method will be reviewed periodically to ensure they reflect technology's usage and economic value.

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 Stilla's estimated fair value of assets acquired and liabilities assumed in our condensed consolidated balance sheets beginning on the Acquisition Date. As the acquisition closed on the balance sheet date, the preliminary purchase price allocation amounts are reflected in our condensed consolidated balance sheet as of June 30, 2025. The results of operations for Stilla post-acquisition are immaterial for the three and six months ended June 30, 2025. Pro forma results of operations for the Stilla acquisition have not been presented because they are not material to the condensed consolidated statements of income (loss).
The acquisition was included in our Life Science segment's results of operations from the Acquisition Date. The amount of acquisition-related costs was not material.