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ACQUISITIONS AND DIVESTITURES | 6 Months Ended
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Jul. 01, 2023
Business Combination and Asset Acquisition [Abstract] |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Fiscal 2023 Acquisition SAMDI Tech, Inc. On January 27, 2023, the Company acquired SAMDI Tech, Inc., (SAMDI), a leading provider of high-quality, label-free high-throughput screening (HTS) solutions for drug discovery research. The acquisition of SAMDI will provide clients with seamless access to the premier, label-free HTS MS platform and create a comprehensive, library of drug discovery solutions. The preliminary purchase price of SAMDI was $62.8 million, net of $0.4 million in cash, inclusive of a 20% strategic equity interest previously owned by the Company of $12.6 million. The acquisition was funded through a combination of available cash and proceeds from the Company’s Credit Facility. This business is reported as part of the Company’s DSA reportable segment. Fiscal 2022 Acquisition Explora BioLabs Holdings, Inc. On April 5, 2022, the Company acquired Explora BioLabs Holdings, Inc. (Explora BioLabs), a provider of contract vivarium research services, providing biopharmaceutical clients with turnkey in vivo vivarium facilities, management and related services to efficiently conduct their early-stage research activities. The acquisition of Explora BioLabs complements the Company’s existing Insourcing Solutions business, specifically the CRADL (Charles River Accelerator and Development Lab) footprint, and offers incremental opportunities to partner with an emerging client base, many of which are engaged in cell and gene therapy development. The purchase price of Explora BioLabs was $284.5 million, net of $6.6 million in cash. The acquisition was funded through proceeds from the Company’s credit facility (Credit Facility). This business is reported as part of the Company’s RMS reportable segment. Purchase price information The purchase price allocation was as follows:
| SAMDI (1) |  | Explora BioLabs
| January 27, 2023 |  | April 5, 2022
| (in thousands)
Trade receivables | $ | 513 |  |  | $ | 7,679 |
Other current assets (excluding cash) | 75 |  |  | 1,067 |
Property, plant and equipment | 593 |  |  | 37,369 |
Operating lease right-of-use asset, net | — |  |  | 48,613 |
Goodwill (2) | 37,129 |  |  | 215,752 |
Definite-lived intangible assets | 33,070 |  |  | 70,100 |
Other long-term assets | 6 |  |  | 556 |
Deferred revenue | (43) |  |  | (3,507) |
Other current liabilities | (351) |  |  | (15,507) |
Operating lease right-of-use liabilities (Long-term) | — |  |  | (57,193) |
Deferred tax liabilities | (8,191) |  |  | (18,601) |
Other long-term liabilities | — |  |  | (1,807) |
Total purchase price allocation | $ | 62,801 |  |  | $ | 284,521 |
(1) Purchase price allocation is preliminary and subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed, including certain contracts and obligations. 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.
(2) The goodwill resulting from these transactions is primarily attributable to the potential growth of the Company’s segments from new customers introduced to the acquired businesses and the assembled workforce of the acquirees, thus is not deductible for tax purposes. Explora BioLabs had $5.0 million of goodwill due to a prior asset acquisition that is deductible for tax purposes.
The definite-lived intangible assets acquired were as follows:
| SAMDI | Explora BioLabs |  |  |  |  |  |  |  |
Definite-Lived Intangible Assets | (in thousands) |  |  |  |  |  |  |  |
Client relationships | $ | 23,400 |  | $ | 64,000 |  |  |  |  |  |  |  |  |
Other intangible assets | 9,670 |  | 6,100 |  |  |  |  |  |  |  |  |
Total definite-lived intangible assets | $ | 33,070 |  | $ | 70,100 |  |  |  |  |  |  |  |  |
Weighted Average Amortization Life | (in years) |  |  |  |  |  |  |  |
Client relationships | 15 | 13 |  |  |  |  |  |  |  |
Other intangible assets | 7 | 4 |  |  |  |  |  |  |  |
Total definite-lived intangible assets | 12 | 12 |  |  |  |  |  |  |  |
| Three Months Ended |  | Six Months Ended
| July 1, 2023 |  | June 25, 2022 |  | July 1, 2023 |  | June 25, 2022
| (in thousands)
Transaction and Integration Costs |  |  |  |  |  |  |
Selling, general and administrative expenses | $ | 1,224 |  |  | $ | 4,426 |  |  | $ | 2,288 |  |  | $ | 11,539 |
Divestitures The Company routinely evaluates the strategic fit and fundamental performance of its global businesses, divesting operations that do not meet key business criteria. As part of this ongoing assessment, the Company determined that certain capital could be better deployed in other long-term growth opportunities. Avian Vaccine Services On December 20, 2022, the Company sold its Avian Vaccine Services business (Avian) to a private investor group for a preliminary purchase price of $167.3 million in cash, subject to certain customary closing adjustments. The Company may also earn up to $30.0 million of contingent payments, which are tied to certain annual results of the Avian business from January 2024 through December 2027. The contingent payments have been fair valued at $10.3 million using a discounted probability weighted model. The Avian business was reported in the Company’s Manufacturing reportable segment. During fiscal year 2022, the Company recorded a gain on the divestiture of Avian of $123.4 million within Other income (expense) on the Company’s condensed consolidated statements of income. The carrying amounts of the major classes of assets and liabilities associated with the divestitures of the businesses were as follows:
| December 19, 2022
| Avian
| (in thousands)
Assets |
Current assets | $ | 30,545 |
Property, plant, and equipment, net | 24,602 |
Operating lease right-of-use assets, net | 611 |
Goodwill | 3,168 |
Intangible assets, net | 1,629 |
Other assets | 10 |
Total assets | $ | 60,565 |
Liabilities |
Current liabilities | $ | 8,139 |
Operating lease right-of-use liabilities | 331 |
Total liabilities | $ | 8,470 |

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-20/tableOfContent + Details
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