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Acquisitions | 6 Months Ended
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Oct. 31, 2021
Acquisitions [Abstract] |
Acquisitions | Note 3 — Acquisitions Pro forma financial information related to these acquisitions has not been provided as it is not material to our consolidated results of operations. Fiscal Year 2022 On October 1, 2021, we completed the acquisition of certain assets of J&J Editorial Services, LLC. (J&J). J&J is a publishing services company providing expert offerings in editorial operations, production, copyediting, system support and consulting. The results of J&J are included in our Research Publishing & Platforms segment results. The preliminary fair value of consideration transferred was approximately $12.0 million which included $10.5 million of cash at the acquisition date, and $1.5 million of cash to be paid after the acquisition date. We recorded the preliminary fair value of the assets acquired and liabilities assumed on the acquisition date, which included a preliminary allocation of $7.9 million of goodwill and $3.1 million of intangible assets, primarily including customer relationships that are being amortized over an estimated weighted average useful life of 10 years. The fair value assessed for the majority of the tangible assets acquired and liabilities assumed equaled their carrying value. Goodwill represents synergies and economies of scale expected from the combination of services. This acquisition was accounted for using the acquisition method of accounting. The goodwill will be deductible for tax purposes. The allocation of the total consideration transferred to the assets acquired, including intangible assets and goodwill, and the liabilities assumed is preliminary, and could be revised as a result of additional information obtained due to the finalization of the third-party valuation report, leases and related commitments, tax related matters and contingencies and certain assets and liabilities, including receivables and payables, but such amounts will be finalized within the measurement period, which will not exceed one year from the acquisition date. J&J’s revenue and operating loss included in our Research Publishing & Platforms segment results for both the three and six months ended October 31, 2021 was $0.7 million and $0.1 million, respectively. Fiscal Year 2021 On December 31, 2020, we completed the acquisition of 100% of the outstanding stock of Hindawi Limited (“Hindawi”). Hindawi is a scientific research publisher and an innovator in open access publishing. Its results of operations are included in our Research Publishing & Platforms segment. The preliminary fair value of the consideration transferred at the acquisition date was $300.1 million which included $299.3 million of cash and $0.8 million related to the settlement of a preexisting relationship. We financed the payment of the cash consideration primarily through borrowings under our Amended and Restated RCA (as defined below in Note 15, “Debt and Available Credit Facilities”) and using cash on hand. The fair value of the cash consideration transferred, net of $1.0 million of cash acquired was approximately $298.3 million. Hindawi’s revenue and operating income included in our Research Publishing & Platforms segment results for the three months ended October 31, 2021 was $13.1 million and $3.2 million, respectively. Hindawi’s revenue and operating income included in our Research Publishing & Platforms segment results for the six months ended October 31, 2021 was $24.6 million and $5.1 million, respectively. During the six months ended October 31, 2021, no revisions were made to the allocation of the consideration transferred to the assets acquired and liabilities assumed. We recorded the preliminary fair value of the assets acquired and liabilities assumed on the acquisition date, which included a preliminary allocation of $147.4 million of goodwill allocated to the Research Publishing & Platforms segment, and $194.9 million of intangible assets subject to amortization. The allocation of the total consideration transferred to the assets acquired, including intangible assets and goodwill, and the liabilities assumed is preliminary, and could be revised as a result of additional information obtained due to the finalization of the third-party valuation report, leases and related commitments, tax related matters and contingencies and certain assets and liabilities, including receivables and payables, but such amounts will be finalized within the measurement period, which will not exceed one year from the acquisition date. We are also in the process of aligning our accounting policies, which could result in changes related to financial statement presentation.

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