ACQUISITIONS | ACQUISITIONS Fiscal 2018 Acquisitions Acquisition of Guidance Software Inc. On September 14, 2017, we acquired all of the equity interest in Guidance, a leading provider of forensic security solutions, for approximately $240.5 million . In accordance with ASC Topic 805 "Business Combinations" (Topic 805), this acquisition was accounted for as a business combination. We believe this acquisition complements and extends our Enterprise Information Management (EIM) portfolio. The results of operations of this acquisition have been consolidated with those of OpenText beginning September 14, 2017. The following tables summarize the preliminary consideration paid for Guidance and the amount of the assets acquired and liabilities assumed, as well as the goodwill recorded as of the acquisition date: Cash consideration* $ 237,291 Guidance shares already owned by OpenText through open market purchases (at fair value) 3,247 Preliminary purchase consideration $ 240,538 *Inclusive of $10.8 million accrued for but unpaid as of September 30, 2017 . See "Appraisal Proceedings" below for more information. Preliminary Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of September 14, 2017, are set forth below: Current assets (inclusive of cash acquired of $5.7 million) $ 25,395 Non-current tangible assets 13,287 Intangible customer assets 69,826 Intangible technology assets 51,851 Liabilities assumed (46,943 ) Total identifiable net assets 113,416 Goodwill 127,122 Net assets acquired $ 240,538 The goodwill of $127.1 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $1.9 million is expected to be deductible for tax purposes. Included in total identifiable net assets is acquired deferred revenue with a fair value of $26.7 million , which represents our estimate of the fair value of the contractual obligations assumed based on a preliminary valuation. In arriving at this fair value, we reduced the acquired company’s original carrying value by $8.1 million . The fair value of current assets acquired includes accounts receivable with a fair value of $10.9 million . The gross amount receivable was $11.8 million of which $0.9 million of this receivable is expected to be uncollectible. An amount of $0.8 million , representing the mark to market gain on the shares we held in Guidance prior to the acquisition, was recorded to "Other income" in our Condensed Consolidated Statements of Income. Acquisition-related costs for Guidance included in "Special charges (recoveries)" in the Condensed Consolidated Financial Statements for the three months ended September 30, 2017 were $1.2 million . The acquisition had no significant impact on revenues and net earnings for the three months ended September 30, 2017 since the date of acquisition. Pro forma results of operations for this acquisition have not been presented because they are not material to the consolidated results of operations. The finalization of the purchase price allocation is pending the finalization of the valuation of fair value for assets acquired and liabilities assumed, including tax balances. We expect to finalize this determination on or before September 30, 2018. Appraisal Proceedings Under Section 262 of the Delaware General Corporation Law, shareholders who did not tender their shares in connection with our tender offer were entitled to have their shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such shares. On August 31, 2017 we received notice from the record holder of approximately 1,519,569 shares or 5% of the issued and outstanding Guidance shares as of the date of acquisition, on behalf of certain beneficial owners of shares of Guidance, demanding an appraisal of the fair value of Guidance shares as they believed the price we paid for Guidance shares was less than its fair value. As of September 30, 2017, we have accrued $10.8 million in connection with these claims, which is equivalent to paying $7.10 per Guidance share, the amount these Guidance shareholders otherwise would have received had they tendered their shares in our offer. The amount accrued has been included within "Accounts payable and accrued liabilities" in the Condensed Consolidated Balance Sheets , with no impact to our Condensed Consolidated Statements of Income provided the courts rule within the open measurement period of 12 months from acquisition date. Acquisition of Covisint Corporation On July 26, 2017, we acquired all of the equity interest in Covisint, a leading cloud platform for building Identity, Automotive, and Internet of Things applications, for approximately $102.8 million . In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements and extends our EIM portfolio. The results of operations of this acquisition have been consolidated with those of OpenText beginning July 26, 2017. Preliminary Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of July 26, 2017, are set forth below: Current assets (inclusive of cash acquired of $31.5 million) $ 41,586 Non-current tangible assets 3,426 Intangible customer assets 36,600 Intangible technology assets 17,300 Liabilities assumed (23,033 ) Total identifiable net assets 75,879 Goodwill 26,905 Net assets acquired $ 102,784 The goodwill of $26.9 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $26.8 million is expected to be deductible for tax purposes. Included in total identifiable net assets is acquired deferred revenue with a fair value of $12.2 million , which represents our estimate of the fair value of the contractual obligations assumed based on a preliminary valuation. In arriving at this fair value, we reduced the acquired company’s original carrying value by $4.6 million . The fair value of current assets acquired includes accounts receivable with a fair value of $7.8 million . The gross amount receivable was $7.9 million of which $0.1 million of this receivable was expected to be uncollectible. Acquisition-related costs for Covisint included in "Special charges (recoveries)" in the Condensed Consolidated Financial Statements for the three months ended September 30, 2017 were $0.8 million . The acquisition had no significant impact on revenues and net earnings for the three months ended September 30, 2017 since the date of acquisition. Pro forma results of operations for this acquisition have not been presented because they are not material to the consolidated results of operations. The finalization of the purchase price allocation is pending the finalization of the valuation of fair value for assets acquired and liabilities assumed, including tax balances. We expect to finalize this determination on or before June 30, 2018. Fiscal 2017 Acquisitions Purchase of an Asset Group Constituting a Business - ECD Business On January 23, 2017 , we acquired certain assets and assumed certain liabilities of the enterprise content division of EMC Corporation, a Massachusetts corporation, and certain of its subsidiaries, collectively referred to as Dell-EMC (ECD Business) for approximately $1.62 billion . In accordance with Topic 805, this acquisition was accounted for as a business combination. ECD Business offers OpenText a suite of leading Enterprise Content Management solutions with deep industry focus, including the Documentum TM , InfoArchive TM , and LEAP TM product families. We believe this acquisition complements and extends our EIM portfolio. The results of operations of this acquisition have been consolidated with those of OpenText beginning January 23, 2017. Preliminary Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their preliminary fair values as of January 23, 2017, are set forth below: Current assets $ 10,931 Non-current tangible assets 103,822 Intangible customer assets 407,000 Intangible technology assets 459,000 Liabilities assumed (183,426 ) Total identifiable net assets 797,327 Goodwill 825,067 Net assets acquired $ 1,622,394 The goodwill of $825.1 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $378.5 million is expected to be deductible for tax purposes. Included in total identifiable net assets is acquired deferred revenue with a fair value of $ 163.6 million , which represents our estimate of the fair value of the contractual obligations assumed based on a preliminary valuation. In arriving at this fair value, we reduced the acquired company’s original carrying value by $52.0 million . Further, included within total identifiable net assets are also certain contract assets which represent revenue earned by the ECD Business on long-term projects for which billings had not yet occurred as of January 23, 2017 . As these long-term projects have now been inherited by OpenText, we will be responsible for billing and collecting cash on these projects at the appropriate time, yet we will not recognize revenue for these billings. The fair value assigned to these contract assets as of January 23, 2017 was $7.6 million . The finalization of the purchase price allocation is pending the finalization of the valuation of fair value for assets acquired and liabilities assumed, including tax balances. We expect to finalize this determination on or before December 31, 2017. Purchase of an Asset Group Constituting a Business - CCM Business On July 31, 2016 , we acquired certain customer communications management software and services assets and liabilities from HP Inc. (CCM Business) for approximately $315.0 million . In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements our current software portfolio, and allows us to better serve our customers by offering a wider set of CCM capabilities. The results of operations of this acquisition have been consolidated with those of OpenText beginning July 31, 2016. Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of July 31, 2016, are set forth below: Current assets $ 683 Non-current deferred tax asset 11,861 Non-current tangible assets 2,348 Intangible customer assets 64,000 Intangible technology assets 101,000 Liabilities assumed (38,090 ) Total identifiable net assets 141,802 Goodwill 173,198 Net assets acquired $ 315,000 The goodwill of $173.2 million is primarily attributable to the synergies expected to arise after the acquisition. Of this goodwill, approximately $105.1 million is expected to be deductible for tax purposes. Acquisition of Recommind, Inc. O n July 20, 2016, we acquired all of the equity interest in Recommind, Inc. (Recommind), a leading provider of eDiscovery and information analytics, for approximately $170.1 million . In accordance with Topic 805, this acquisition was accounted for as a business combination. We believe this acquisition complements our EIM solutions, and through eDiscovery and analytics, provides increased visibility into structured and unstructured data. The results of operations of Recommind, have been consolidated with those of OpenText beginning July 20, 2016. Purchase Price Allocation The recognized amounts of identifiable assets acquired and liabilities assumed, based upon their fair values as of July 20, 2016, are set forth below: Current assets $ 30,034 Non-current tangible assets 1,245 Intangible customer assets 51,900 Intangible technology assets 24,800 Long-term deferred tax liabilities (1,780 ) Other liabilities assumed (27,497 ) Total identifiable net assets 78,702 Goodwill 91,405 Net assets acquired $ 170,107 The goodwill of $91.4 million is primarily attributable to the synergies expected to arise after the acquisition. No portion of this goodwill is expected to be deductible for tax purposes. The fair value of current assets acquired includes accounts receivable with a fair value of $28.7 million . The gross amount receivable was $29.6 million of which $0.9 million of this receivable was expected to be uncollectible. |