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ACQUISITION
 3 Months Ended
Mar. 31, 2016
ACQUISITION  
ACQUISITION

2.ACQUISITION

 

Acquisition of Heidrive

 

In December 2015, the Company, through its wholly-owned subsidiary, Allied Motion Technologies B.V., entered into a Share Purchase Agreement (the “Purchase Agreement”) to purchase all of the outstanding equity interests of Heidrive GmbH, a German limited liability company (“Heidrive”) from palero fünf S.à r.l  for $22,000 (approximately €20,000), which includes certain management performance bonuses to be paid after closing. On January 12, 2016, the Company completed the acquisition for an adjusted purchase price of $19,329 (€17,800).  The purchase price was funded with cash of $8,470 (€7,800) plus $10,859 (€10,000) of borrowings under the Company’s foreign revolving credit facility (Note 9).

 

Heidrive is headquartered in Kelheim, Germany, and has manufacturing facilities located in the Germany and the Czech Republic.

 

The purchase price was allocated to the underlying net assets based on fair value as of the acquisition date, as follows (in thousands):

 

 

 

January 12, 2016

 

Current assets

 

$
7,981

 

Property, plant and equipment

 
2,459

 

Amortizable intangible assets

 
6,841

 

Goodwill

 
12,755

 

Current liabilities

 
(7,695

)

Long-term liabilities

 
(3,012

)

 

 

 

 

Net purchase price

 

$
19,329

 

 

 

 

 

 

 

The purchase price will be subject to further adjustment to reflect, among other things, any adjustments in accordance with the Purchase Agreement, finalization of the opening balance sheet, including adjustments for final valuations of assets and liabilities including intangible assets.

 

The intangible assets acquired consist of customer lists, tradename, and technology (the useful lives of which have not been finalized).  Goodwill generated in the acquisition is related to the assembled workforce, synergies between Allied Motion’s other Technology Units (“TUs”) that will occur as a result of the combined engineering knowledge, the ability of each of the TU’s to integrate each other’s products into more fully integrated system solutions and Allied Motion’s ability to utilize Heidrive’s management knowledge in providing complementary product offerings to the Company’s customers.