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Business Combination (Tables) | 12 Months Ended
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Dec. 29, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Total Consideration and Purchase Price Allocation of The Acquisition | The total purchase consideration was calculated as follows (in millions, except value per share data and Ortho Exchange Ratio):
Total Ortho shares subject to exchange | 237.487
Ortho Exchange Ratio | 0.1055
QuidelOrtho shares issued | 25.055
Value per Quidel share as of May 26, 2022 | $ | 99.60 |
Fair value of stock consideration | $ | 2,495.5 |
Fair value of replacement equity awards (1) | 47.9 |
Cash consideration (2) | 1,747.7 |
Total purchase consideration | $ | 4,291.1 |
(1) Represents the fair value of replacement stock options (which include options with time-based, performance-based, and both performance- and market-based vesting conditions), RSUs and restricted stock outstanding as of May 27, 2022 that are attributable to service prior to the Combinations. The terms of the replacement awards are substantially similar to the former Ortho equity awards for which they were exchanged. The portion of the fair value of the replacement equity awards attributable to service after the Combinations is $46.6 million and will be recognized as compensation expense based on the vesting terms of the replacement equity awards. (2) Represents cash consideration of $7.14 per share paid to Ortho stockholders and holders of vested Ortho stock options on the closing date of the Combinations for 237.5 million outstanding Ortho shares and 7.3 million vested Ortho stock options. The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the acquisition date based upon their respective fair values summarized below:
(In millions) |  |  |  |  |  | Purchase Price Allocation
Cash and cash equivalents |  |  |  |  |  | $ | 234.5 |
Accounts receivable |  |  |  |  |  | 240.6 |
Inventories (1) |  |  |  |  |  | 384.4 |
Property, plant and equipment |  |  |  |  |  | 948.9 |
Goodwill |  |  |  |  |  | 2,158.5 |
Intangible assets |  |  |  |  |  | 3,168.0 |
Prepaid expenses and other assets |  |  |  |  |  | 270.4 |
Total assets |  |  |  |  |  | 7,405.3 |
Accounts payable |  |  |  |  |  | (135.0) |
Accrued payroll and related expenses |  |  |  |  |  | (81.1) |
Long-term borrowings, including current portion (2) |  |  |  |  |  | (2,268.4) |
Deferred tax liability |  |  |  |  |  | (260.1) |
Other current and non-current liabilities |  |  |  |  |  | (369.6) |
Total liabilities |  |  |  |  |  | (3,114.2) |
Total purchase consideration |  |  |  |  |  | $ | 4,291.1 |
(1) Includes an estimated fair value adjustment to inventory of $61.7 million, which was fully recognized in the Consolidated Statements of (Loss) Income in fiscal year ended 2022. (2) Immediately following the closing of the Combinations, the Company repaid long-term borrowings assumed, which consisted of $1,608.4 million aggregate principal amount related to Ortho’s Dollar Term Loan and Euro Term Loan Facilities, $240.0 million aggregate principal amount of 7.375% Senior Notes due 2025 and $405.0 million aggregate principal amount of 7.250% Senior Notes due 2028. The 7.375% and 7.250% Senior Notes were fully discharged following the Combinations. The Company recorded a $23.5 million loss on extinguishment in connection with the Combinations, representing the difference between the reacquisition value, inclusive of $35.9 million of redemption premium, and the net carrying value of the extinguished debt.
Schedule of Intangible Assets Acquired | The following table sets forth the amounts assigned to the identifiable intangible assets acquired (in millions, except years):
Intangible Asset | Amortization Period |  | Fair Value of Assets Acquired
Customer relationships (1) | 20 years |  | $ | 1,907.0 |
Developed technology (2) | 15 years |  | 888.0 |
Trademarks (2) | 15 years |  | 373.0 |
|  |  | $ | 3,168.0 |
(1) The fair value was estimated using the Multi-Period Excess Earnings Method, which is a form of the income approach. Significant assumptions include: (i) the estimated annual net cash flows, which are a function of expected earnings attributable to the asset, contributory asset charges and the applicable tax rate, and (ii) the discount rate. (2) The fair value was estimated using the Relief from Royalty Method, which is another form of the income approach. Significant assumptions include: (i) the estimated annual net cash flows, which are a function of expected earnings attributable to the asset, the probability of use of the asset, the royalty rate and the applicable tax rate, and (ii) the discount rate.
Pro Forma Financial Information | The following supplemental pro forma financial information shows the combined results of operations of the Company as if the Combinations had occurred on January 4, 2021, the beginning of the periods presented:
| Fiscal Year Ended
(In millions) (unaudited) | 2022 |  | 2021
Pro forma total revenues | $ | 4,051.2 |  |  | $ | 3,741.4 |
Pro forma net income | 589.3 |  |  | 613.2 |

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 + Details
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