Business Combination

9 Months Ended

Sep. 30, 2020

On January 17, 2020, we completed the acquisition of all of the outstanding shares of InstruNor AS, a privately held Norwegian company (InstruNor).

InstruNor is a provider of the only fully integrated sample preparation system for flow and mass cytometry. The acquisition of InstruNor supports our entry into the sample preparation market for cytometry analysis and expands our capabilities to include fully automated sample preparation for flow and mass cytometry. The value of this technology is reflected in the intangible asset for developed technology. The developed technology was valued using a discounted cash flow model for which the most sensitive assumption was revenue growth rate.

The purchase price of $7.2 million included approximately $5.2 million in cash and 485,451 shares of our common stock valued at the closing price on the effective date of $4.22.

A summary of the net cash flows is summarized below (in thousands):


	January 17, 2020
Cash consideration paid to former equity holders	$	5,165
Less: cash and cash equivalents acquired	(11)
Acquisition of InstruNor, net of cash acquired	$	5,154

The acquisition was accounted for in accordance with ASC 805, Business Combinations. The assets acquired and liabilities assumed were recorded at their estimated fair values at the InstruNor acquisition date. Goodwill of $2.2 million was calculated as the purchase price less the fair value of the net assets acquired as follows (in thousands):


	January 17, 2020
Purchase price:
Cash consideration paid on closing to former equity holders	$	5,165
Non-cash consideration common shares	2,049
Total purchase price	$	7,214

Assets acquired:
Cash and cash equivalents	$	11
Accounts receivable	32
Other receivables	13
Inventories, net	153
Developed technology	5,380
Liabilities assumed:
Accounts payable	14
Other current liabilities	15
Deferred tax liability, net	566
Fair value of identifiable net assets acquired	$	4,994
Goodwill acquired on acquisition	$	2,220