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ACQUISITIONS AND DIVESTITURES | 12 Months Ended
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Dec. 28, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES The Company makes strategic acquisitions designed to expand the portfolio of products and services to support the drug discovery and development continuum. The Company maintains an acquisition strategy that focuses on augmenting internal growth of existing businesses with complementary acquisitions. While the Company did not enter into any acquisitions in fiscal year 2024, acquisition activity for fiscal years 2023 and 2022 are described below. Fiscal 2023 Acquisitions 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 post-closing adjustments for working capital of $7.0 million. The purchase price reflected an agreement with the seller on working capital and debt, which was adjusted from $13.8 million to $7.0 million during fiscal year 2024. As a result of measurement period adjustments to the purchase price, goodwill and remeasurement gains on the previous 49% equity investment during fiscal year 2024, were increased by $17.6 million and $9.8 million, respectively. Remeasurement gains are recorded in Other income (expense), net, within the consolidated statements of income. 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 from 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 consolidated balance sheets. 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 $1.5 million and $4.2 million during fiscal years 2024 and 2023, respectively, which was included in Selling, general and administrative expenses within the 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 fiscal year 2024. The Company incurred transaction and integration costs in connection with the acquisition of $0.9 million during fiscal year 2023, which was included in Selling, general and administrative expenses within the consolidated statements of income. 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. This business is reported as part of the Company’s RMS reportable segment. The Company incurred transaction and integration costs in connection with the acquisition of $2.9 million, and $7.5 million during fiscal years 2023 and 2022, respectively, which was primarily included in Selling, general and administrative expenses within the consolidated statements of income. Purchase price information The purchase price allocation for acquisitions during fiscal years 2024, 2023, and 2022 was as follows:
| Noveprim Group |  | SAMDI Tech, Inc. |  | Explora BioLabs
| November 30, 2023 |  | January 27, 2023 |  | April 5, 2022
| (in thousands)
Trade receivables | $ | 1,308 |  |  | $ | 513 |  |  | $ | 7,679 |
Inventories | 66,500 |  |  | — |  |  | — |
Other current assets (excluding cash) | 3,261 |  |  | 75 |  |  | 1,067 |
Property, plant and equipment | 36,154 |  |  | 593 |  |  | 37,369 |
Operating lease right-of-use asset, net | 104 |  |  | — |  |  | 48,613 |
Goodwill (1) | 190,024 |  |  | 37,129 |  |  | 215,752 |
Definite-lived intangible assets | 9,500 |  |  | 33,070 |  |  | 70,100 |
Other long-term assets (2) | 167,907 |  |  | 6 |  |  | 556 |
Deferred revenue | — |  |  | (43) |  |  | (3,507) |
Other current liabilities | (16,268) |  |  | (351) |  |  | (15,507) |
Operating lease right-of-use liabilities (Long-term) | (97) |  |  | — |  |  | (57,193) |
Deferred tax liabilities | (12,984) |  |  | (8,191) |  |  | (18,601) |
Other long-term liabilities | (7,579) |  |  | — |  |  | (1,807) |
Redeemable noncontrolling interest (3) | (45,426) |  |  | — |  |  | — |
Total purchase price allocation | $ | 392,404 |  |  | $ | 62,801 |  |  | $ | 284,521 |
(1) 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. Explora BioLabs had $5.0 million of goodwill due to prior asset acquisition that is deductible for tax purposes.
(2) 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.
(3) 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 during fiscal years 2024, 2023, and 2022 were as follows:
| Noveprim Group |  | SAMDI Tech, Inc. |  | Explora Biolabs
Definite-Lived Intangible Assets | (in thousands)
Client relationships | $ | — |  |  | $ | 23,400 |  |  | $ | 64,000 |
Other intangible assets | 9,500 |  |  | 9,670 |  |  | 6,100 |
Total definite-lived intangible assets | $ | 9,500 |  |  | $ | 33,070 |  |  | $ | 70,100 |
Weighted Average Amortization Life | (in years)
Client relationships | — |  |  | 15 |  | 13
Other intangible assets | 7 |  | 7 |  | 4
Total definite-lived intangible assets | 7 |  | 12 |  | 12
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 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 the 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 consolidated statements of income. The carrying amounts of the major classes of assets and liabilities associated with this divestiture 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 |
Client relationships, net | 1,629 |
Other assets | 10 |
Total assets | $ | 60,565 |
Liabilities |
Current liabilities | $ | 8,139 |
Operating lease right-of-use liabilities | 331 |
Long-term liabilities | — |
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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