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ACQUISITION OF SANGAMO THERAPEUTICS FRANCE S.A.S.

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

ACQUISITION OF SANGAMO THERAPEUTICS FRANCE S.A.S.

ACQUISITION OF SANGAMO THERAPEUTICS FRANCE S.A.S.

In 2018, Sangamo entered into various agreements with the goal of eventually acquiring 100% of Sangamo France’s share capital, including arrangements with the holders of approximately 477,000 free shares of Sangamo France pursuant to which the Company had the right to purchase such shares from the holders, and such holders had the right to sell to the Company such shares from time to time through mid-2021. As of September 30, 2021, the Company acquired all of the 477,000 free shares, resulting in 100% ownership of Sangamo France.

The acquisition of Sangamo France was accounted for as a business combination in accordance with ASC Topic 805, Business Combinations, in exchange for total consideration of approximately $45.9 million at the October 2018 acquisition date. The operating results of Sangamo France after the October 2018 acquisition date have been included in the Company’s Condensed Consolidated Statements of Operations.

There was no goodwill impairment during any of the periods presented and, as noted below, all of the non-controlling interest on the October 2018 acquisition date was subsequently acquired by the Company.

Non-Controlling Interest

Prior to the acquisition of all the free shares, the fair value of the remaining non-controlling interest was determined based on the number of outstanding free shares comprising the non-controlling interest and the $2.99 acquisition price per share as of the October 2018 acquisition date. The non-controlling interest was presented as a component of stockholders’ equity on the Company’s Condensed Consolidated Balance Sheets. As of September 30, 2021, upon acquisition of 100% of ordinary shares of Sangamo France, the carrying amount of the non-controlling interest was recorded as additional paid-in capital on the Company’s Condensed Consolidated Balance Sheets.

Non-controlling interest as of September 30, 2021 was as follows (in thousands):

			Total
Balance at December 31, 2020			$	(868)
Fair value of additional shares acquired			(64)
Loss attributable to non-controlling interest			(11)
Buy-out of non-controlling interest			943
Balance at September 30, 2021			$	—

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- References

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- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-URI http://asc.fasb.org/topic&trid=2303972

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