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ACQUISITIONS AND DIVESTITURES | 6 Months Ended
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Jun. 29, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Fiscal 2023 Acquisition Noveprim Group On November 30, 2023, the Company completed the acquisition of an additional 41% equity interest of Noveprim Group (Noveprim), a leading supplier of non-human primates (NHPs) located in Mauritius, resulting in a 90% controlling interest. The Company had previously acquired a 49% equity interest in 2022 for $90.0 million plus additional contingent payments up to $5.0 million based on future performance. The total consideration allocable to the Noveprim acquisition is $392.4 million, which includes $144.6 million additional cash paid for the 41% equity interest, elimination of historical activity and intercompany balances of $209.5 million which includes a remeasurement gain on the 49% equity investment of $113.0 million, contingent consideration of $33.3 million, deferred purchase price of $12.0 million payable from 2024 through 2027, offset by estimated post-closing adjustments for working capital of $7.0 million. The purchase price reflected a preliminary agreement with seller on working capital and debt, which was adjusted from $13.8 million to $7.0 million during the quarter ended June 29, 2024. As a result of measurement period adjustments to the purchase price, goodwill and remeasurement gains on the previous 49% equity investment for the quarter ended June 29, 2024, were increased by $17.6 million and $9.8 million, respectively. The contingent consideration fair value is estimated using a Monte Carlo Simulation model and the maximum contingent contractual payments are up to $55.0 million based on future performance and milestone achievements in fiscal years 2023 through 2025. The Company has the call option right to purchase the remaining 10% equity interest up until one month after the sixth anniversary of closing the 41% equity interest. On the first anniversary of the expiration of the call option, a 12-month put option will be triggered giving the seller the right to require the Company to acquire the remaining shares of the seller. The redemption price for the call/put is fixed and ranges from $47.0 million to $54.0 million depending on when exercised. The noncontrolling interest is classified as a redeemable noncontrolling interest in the mezzanine section of the unaudited condensed consolidated balance sheet. 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 for NHPs vertically integrated into the DSA supply chain and the RMS reportable segment for those NHPs sold to third party customers. The Company incurred transaction and integration costs in connection with the acquisition of $0.7 million and $1.4 million for the three months ended June 29, 2024 and July 1, 2023, respectively, which was primarily included in Selling, general and administrative expenses within the unaudited condensed consolidated statements of income. The Company incurred transaction and integration costs in connection with the acquisition of $0.9 million and $2.2 million for six months ended June 29, 2024 and July 1, 2023, respectively, which was primarily included in Selling, general and administrative expenses within the unaudited condensed consolidated statements of income. 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 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. No significant transaction and integration costs were incurred with the acquisition for the three and six months ended June 29, 2024. The Company incurred transaction and integration costs in connection with the acquisition of $0.3 million for the three and six months ended July 1, 2023, respectively, which was primarily included in Selling, general and administrative expenses within the unaudited condensed consolidated statements of income. Purchase price information The purchase price allocation was as follows:
| Noveprim Group(1) |  | SAMDI Tech, Inc.
| November 30, 2023 |  | January 27, 2023
| (in thousands)
Trade receivables | $ | 1,308 |  |  | $ | 513 |
Inventories | 66,500 |  |  | — |
Other current assets (excluding cash) | 3,261 |  |  | 75 |
Property, plant and equipment | 36,154 |  |  | 593 |
Operating lease right-of-use asset, net | 104 |  |  | — |
Goodwill (2) | 190,024 |  |  | 37,129 |
Definite-lived intangible assets | 9,500 |  |  | 33,070 |
Other long-term assets (3) | 167,907 |  |  | 6 |
Deferred revenue | — |  |  | (43) |
Other current liabilities | (16,268) |  |  | (351) |
Operating lease right-of-use liabilities (Long-term) | (97) |  |  | — |
Deferred tax liabilities | (12,984) |  |  | (8,191) |
Other long-term liabilities | (7,579) |  |  | — |
Redeemable noncontrolling interest (4) | (45,426) |  |  | — |
Total purchase price allocation | $ | 392,404 |  |  | $ | 62,801 |
(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, obligations, and finalization of any working capital adjustments. 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 or synergies to be realized from acquiring an internal supplier servicing the DSA business and the assembled workforce of the acquirees, thus is not deductible for tax purposes.
(3) Other long-term assets acquired from the Noveprim acquisition include $167.8 million of biological assets, which will be amortized over an estimated eight-year useful life.
(4) Refer to Note 12. Equity and Noncontrolling Interests for further a description of the 10% noncontrolling interest fair value.
The definite-lived intangible assets acquired were as follows:
| Noveprim Group | SAMDI Tech, Inc. |  |  |  |  |  |  |  |
Definite-Lived Intangible Assets | (in thousands) |  |  |  |  |  |  |  |
Client relationships | $ | — |  | $ | 23,400 |  |  |  |  |  |  |  |  |
Other intangible assets | 9,500 |  | 9,670 |  |  |  |  |  |  |  |  |
Total definite-lived intangible assets | $ | 9,500 |  | $ | 33,070 |  |  |  |  |  |  |  |  |
Weighted Average Amortization Life | (in years) |  |  |  |  |  |  |  |
Client relationships | — |  | 15 |  |  |  |  |  |  |  |
Other intangible assets | 7 | 7 |  |  |  |  |  |  |  |
Total definite-lived intangible assets | 7 | 12 |  |  |  |  |  |  |  |

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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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