BUSINESS ACQUISITIONS | BUSINESS ACQUISITIONS WIL Research On April 4, 2016, the Company acquired WRH, Inc. (WIL Research), a provider of safety assessment and contract development and manufacturing (CDMO) services to biopharmaceutical and agricultural and industrial chemical companies worldwide. The acquisition enhanced the Company’s position as a leading global early-stage contract research organization (CRO) by strengthening its ability to partner with global clients across the drug discovery and development continuum. The preliminary purchase price for WIL Research was approximately $ 585.0 million in cash, which is subject to certain customary adjustments. See Note 7, “Long-Term Debt and Capital Leases.” WIL Research’s safety assessment and CDMO businesses will be reported in the Company’s DSA and Manufacturing reportable segments, respectively. Due to the limited time between the acquisition date and the filing of this Quarterly Report on Form 10-Q, it is not practicable for the Company to disclose the preliminary allocation of purchase price to assets acquired and liabilities assumed. The Company incurred transaction and integration costs in connection with the acquisition of $4.0 million during the three months ended March 26, 2016 , which were included in selling, general and administrative expenses. Oncotest On November 18, 2015 , the Company acquired Oncotest GmbH (Oncotest), a German CRO providing discovery services for oncology, one of the largest therapeutic areas for biopharmaceutical research and development spending. With this acquisition, the Company expanded its oncology services capabilities, enabling it to provide clients with access to a more comprehensive portfolio of technologies, including patient-derived xenograft (PDX) and syngeneic models. The purchase price for Oncotest was approximately $ 36.0 million , including $ 0.3 million in contingent consideration. The acquisition was funded by borrowings on the Company's revolving credit facility. The business is reported in the Company’s DSA reportable segment. The contingent consideration is a one-time payment that could become payable based on the achievement of a revenue target for the fiscal year 2016. If achieved, the payment will become due in the first quarter of the fiscal year 2017. The aggregate, undiscounted amount of contingent consideration that the Company may pay is €2.0 million ( $2.2 million as of March 26, 2016 ). The Company estimated the fair value of this contingent consideration based on a probability-weighted set of outcomes. The purchase price allocation of $ 35.4 million , net of $ 0.6 million of cash acquired, was as follows: November 18, 2015 (in thousands) Trade receivables (contractual amount of $3,546) $ 3,520 Inventories 129 Other current assets (excluding cash) 706 Property, plant and equipment 2,528 Definite-lived intangible assets 13,330 Goodwill 22,894 Other long-term assets 250 Current liabilities (3,456 ) Long-term liabilities (4,470 ) Total purchase price allocation $ 35,431 The purchase price allocations were prepared on a preliminary basis and are subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. The breakout of definite-lived intangible assets acquired was as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 7,146 19 Developed technology 5,960 19 Other intangible assets 224 3 Total definite-lived intangible assets $ 13,330 The goodwill resulting from the transaction is primarily attributed to the potential growth in the Company's DSA businesses from customers and technology introduced through Oncotest, the assembled workforce of the acquired business and expected cost synergies. The goodwill attributable to Oncotest is not deductible for tax purposes. The Company incurred insignificant transaction and integration costs in connection with the acquisition for the three months ended March 26, 2016 and March 28, 2015 , which were included in selling, general and administrative expenses. Celsis On July 24, 2015 , the Company acquired Celsis Group Limited (Celsis), a leading provider of rapid testing systems for non-sterile bacterial contamination for the biopharmaceutical and consumer products industries. The purpose of this acquisition was to enhance the Company’s portfolio of rapid microbial detection products and services with the addition of a rapid bioburden testing product. The purchase price for Celsis was $214.5 million , including assumed debt and certain liabilities of $ 10.3 million . The acquisition was funded by cash on hand and borrowings on the Company’s revolving credit facility. The business is reported in the Company’s Manufacturing reportable segment. The purchase price allocation of $212.2 million , net of $2.3 million of cash acquired, was as follows: July 24, 2015 (in thousands) Trade receivables (contractual amount of $5,410) $ 5,288 Inventories 10,103 Other current assets (excluding cash) 13,269 Property, plant and equipment 4,639 Definite-lived intangible assets 118,140 Goodwill 105,262 Other long-term assets 537 Short-term debt (9,766 ) Other current liabilities (7,136 ) Long-term liabilities (28,100 ) Total purchase price allocation $ 212,236 The purchase price allocations were prepared on a preliminary basis and are subject to change as additional information becomes available concerning the fair value and tax basis of the assets acquired and liabilities assumed. From the date of the acquisition through March 26, 2016 , the Company recorded measurement-period adjustments related to the Celsis acquisition that resulted in an immaterial change to the purchase price allocation. Any additional adjustments to the purchase price allocation will be made as soon as practicable but no later than one year from the date of acquisition. The breakout of definite-lived intangible assets acquired was as follows: Definite-Lived Intangible Assets Weighted Average Amortization Life (in thousands) (in years) Client relationships $ 71,000 16 Developed technology 39,140 14 Trademark and trade names 5,200 14 Non-compete 2,800 5 Total definite-lived intangible assets $ 118,140 The goodwill resulting from the transaction is primarily attributed to the potential growth of the Company’s Manufacturing business from clients introduced through Celsis, the assembled workforce of the acquired business and expected cost synergies. The goodwill attributable to Celsis is not deductible for tax purposes. The Company incurred insignificant transaction and integration costs in connection with the acquisition of for the three months ended March 26, 2016 and March 28, 2015 , which were included in selling, general and administrative expenses. Sunrise On May 5, 2015 , the Company acquired Sunrise Farms, Inc. (Sunrise), a producer of specific-pathogen-free fertile chicken eggs and chickens used in the manufacture of live viruses. The purpose of this business acquisition was to expand the capabilities of the Company’s existing Avian Vaccine Services business. The purchase price of the acquisition was $9.6 million and was funded by cash on hand and borrowings on the Company's revolving credit facility. The business is reported in the Company's Manufacturing reportable segment. The Company recorded a bargain purchase gain of $9.8 million , which represents the excess of the estimated fair value of the net assets acquired over the preliminary purchase price. The bargain purchase gain was recorded in other income (expense), net, in the Company’s consolidated statement of income and was not recognized for tax purposes. The Company believes there were several factors that contributed to this transaction resulting in a bargain purchase gain, including the highly specialized nature of Sunrise’s business falling outside of the seller’s core activities and a limited pool of potential buyers. Before recognizing the gain from the bargain purchase, the Company reassessed its initial identification and valuation of assets acquired and liabilities assumed to validate that all assets and liabilities that the Company was able to identify at the acquisition date were properly recognized. The purchase price allocation of $9.6 million , net of less than $0.1 million of cash acquired, was as follows: May 5, 2015 (in thousands) Trade receivables (contractual amount of $995) $ 965 Inventories 1,518 Other current assets (excluding cash) 973 Property, plant and equipment 13,698 Definite-lived intangible assets 3,400 Current liabilities (925 ) Long-term liabilities (250 ) Fair value of net assets acquired 19,379 Bargain purchase gain (9,821 ) Total purchase price allocation $ 9,558 The identifiable definite-lived intangible assets acquired represent the client relationships intangible, which is being amortized over the estimated useful life of approximately 15 years . The Company incurred insignificant transaction and integration costs in connection with the acquisition for the three months ended March 26, 2016 and March 28, 2015 , which were included in selling, general and administrative expenses. |