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Business Acquisitions and Divestiture | 3 Months Ended
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Apr. 01, 2017
Business Combinations [Abstract] |
BUSINESS ACQUISITIONS AND DIVESTITURE | BUSINESS ACQUISITIONS AND DIVESTITURE Agilux On September 28, 2016, the Company acquired Agilux Laboratories, Inc. (Agilux), a contract research organization (CRO) that provides a suite of integrated discovery small and large molecule bioanalytical services, drug metabolism and pharmacokinetic services, and pharmacology services. The acquisition supports the Company’s strategy to offer clients a broader, integrated portfolio that provides services continuously from the earliest stages of drug research through the non-clinical development process. The purchase price for Agilux was $64.9 million in cash and was funded by borrowings on the Company’s revolving credit facility. The business is reported as part of the Company’s DSA reportable segment. The purchase price allocation of $62.0 million, net of $2.9 million of cash acquired, was as follows:
| September 28, 2016
| (in thousands)
Trade receivables (contractual amount of $4,799) | $ | 4,799 |
Other current assets (excluding cash) | 1,509 |
Property, plant and equipment | 3,907 |
Other long-term assets | 11 |
Definite-lived intangible assets | 21,900 |
Goodwill | 43,899 |
Current liabilities | (3,987 | )
Long-term liabilities | (10,013 | )
Total purchase price allocation | $ | 62,025 |
The purchase price allocations are subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. The breakout of definite-lived intangible assets acquired was as follows:
| Definite-Lived Intangible Assets |  | Weighted Average Amortization Life
| (in thousands) |  | (in years)
Client relationships | $ | 16,700 |  |  | 17
Other intangible assets | 5,200 |  |  | 4
Total definite-lived intangible assets | $ | 21,900 |  |  | 14
The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s DSA businesses from customers and technology introduced through Agilux and the assembled workforce of the acquired business. The goodwill attributable to Agilux is not deductible for tax purposes. The Company incurred $0.2 million in transaction and integration costs in connection with the acquisition during the three months ended April 1, 2017, which were included in selling, general and administrative expenses, within the unaudited condensed consolidated statements of income. Blue Stream On June 27, 2016, the Company acquired Blue Stream Laboratories, Inc. (Blue Stream), an analytical CRO supporting the development of complex biologics and biosimilars. Combining Blue Stream with the Company’s existing discovery, safety assessment, and biologics capabilities creates a leading CRO that has the ability to support biologic and biosimilar development from characterization through clinical testing and commercialization. The purchase price for Blue Stream was $11.7 million, including $3.0 million in contingent consideration, and was subject to certain customary adjustments. The acquisition was funded by borrowings on the Company’s revolving credit facility. The business is reported in the Company’s Manufacturing reportable segment. The contingent consideration is a one-time payment that could become payable based on the achievement of a revenue target. If achieved, the payment will become due in the third quarter of fiscal year 2017. The aggregate, undiscounted amount of contingent consideration that the Company may pay is $3.0 million. The Company estimated the fair value of this contingent consideration based on a probability-weighted set of outcomes. The purchase price allocation of $11.7 million, net of a non-significant amount of cash acquired, was as follows:
| June 27, 2016
| (in thousands)
Trade receivables (contractual amount of $1,104) | $ | 1,104 |
Other current assets (excluding cash) | 15 |
Property, plant and equipment | 912 |
Other long-term assets | 187 |
Definite-lived intangible assets | 1,230 |
Goodwill | 10,477 |
Current liabilities | (1,132 | )
Long-term liabilities | (1,044 | )
Total purchase price allocation | $ | 11,749 |
The purchase price allocations were prepared on a preliminary basis and are subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. The breakout of definite-lived intangible assets acquired was as follows:
| Definite-Lived Intangible Assets |  | Weighted Average Amortization Life
| (in thousands) |  | (in years)
Client relationships | $ | 650 |  |  | 10
Other intangible assets | 580 |  |  | 5
Total definite-lived intangible assets | $ | 1,230 |  |  | 7
The goodwill resulting from the transaction is primarily attributable to the potential growth of the Company’s Manufacturing business from customers and technology introduced through Blue Stream, the assembled workforce of the acquired business, expected synergies, and the development of future proprietary processes. The goodwill attributable to Blue Stream is not deductible for tax purposes. The Company incurred non-significant transaction and integration costs in connection with the acquisition during the three months ended April 1, 2017, which were included in selling, general and administrative expenses, within the unaudited condensed consolidated statements of income. WIL Research On April 4, 2016, the Company acquired WIL Research, a provider of safety assessment and CDMO services to biopharmaceutical and agricultural and industrial chemical companies worldwide. The acquisition enhanced the Company’s position as a leading global early-stage CRO by strengthening its ability to partner with clients across the drug discovery and development continuum. The purchase price for WIL Research was $604.8 million, including assumed liabilities of $0.4 million. The purchase price included payment for actual working capital of the acquired business. The acquisition was funded by cash on hand and borrowings on the Company’s amended credit facility. See Note 7, “Long-Term Debt and Capital Lease Obligations.” WIL Research’s safety assessment and CDMO businesses are reported in the Company’s DSA and Manufacturing reportable segments, respectively. On February 10, 2017, the Company divested the CDMO business. The purchase price allocation of $577.4 million, net of $27.4 million of cash acquired, was as follows:
| April 4, 2016
| (in thousands)
Trade receivables (contractual amount of $48,625) | $ | 48,157 |
Inventories | 2,296 |
Other current assets (excluding cash) | 3,814 |
Property, plant and equipment | 129,066 |
Other long-term assets | 1,060 |
Definite-lived intangible assets | 164,800 |
Goodwill | 330,175 |
Deferred revenue | (39,103 | )
Other current liabilities | (27,386 | )
Long-term liabilities | (35,488 | )
Total purchase price allocation | $ | 577,391 |
From the date of the acquisition through April 1, 2017, the Company recorded measurement-period adjustments related to the acquisition that resulted in an immaterial change to the purchase price allocation on a consolidated basis. The breakout of definite-lived intangible assets acquired was as follows:
| Definite-Lived Intangible Assets |  | Weighted Average Amortization Life
| (in thousands) |  | (in years)
Client relationships | $ | 137,500 |  |  | 15
Developed technology | 20,700 |  |  | 3
Backlog | 6,600 |  |  | 1
Total definite-lived intangible assets | $ | 164,800 |  |  | 13
The goodwill resulting from the transaction, $19.0 million of which was deductible for tax purposes due to a prior asset acquisition, was primarily attributed to the potential growth of the Company’s DSA and Manufacturing businesses from clients introduced through WIL Research, the assembled workforce of the acquired business, and expected cost synergies. Subsequent to the divestiture of the CDMO business on February 10, 2017, $14.8 million of the goodwill from the transaction is deductible for tax purposes. The Company incurred transaction and integration costs in connection with the acquisition of $0.5 million and $4.0 million for the three months ended April 1, 2017, and March 26, 2016, respectively, which were included in selling, general and administrative expenses, within the unaudited condensed consolidated statements of income. Contract Manufacturing On February 10, 2017, the Company completed the divestiture of its CDMO business to Quotient Clinical Ltd., based in London, England, for $75.0 million in proceeds, net of $0.6 million in cash and cash equivalents transferred in conjunction with the sale and $0.3 million of estimated working capital adjustments. The CDMO business was acquired in April 2016 as part of the acquisition of WIL Research and was reported in the Company’s Manufacturing reportable segment. Following a strategic review that was finalized subsequent to December 31, 2016, the Company determined that the CDMO business was not optimized within the Company’s portfolio at its current scale, and that the capital could be better deployed in other long-term growth opportunities. During the three months ended April 1, 2017, the Company recorded a gain on the divestiture of the CDMO business of $10.6 million, which was included in other income (expense), net. As of February 10, 2017, the carrying amounts of the major classes of assets and liabilities associated with the divestiture of the CDMO business were as follows:
| February 10, 2017
| (in thousands)
Assets |
Current assets | $ | 5,505 |
Property, plant and equipment, net | 11,174 |
Goodwill | 35,857 |
Long-term assets | 17,154 |
Total assets | $ | 69,690 |
Liabilities |
Deferred revenue | $ | 4,878 |
Other current liabilities | 1,158 |
Total liabilities | $ | 6,036 |

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