Note 16 - Business Combinations, Dispositions and Other Strategic Investments | 12 Months Ended |
Dec. 31, 2014 |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Note 16 – Business Combinations, Dispositions and Other Strategic Investments |
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Excelvision AG |
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On July 22, 2014, our Luxembourg subsidiary, Akorn International S.à r.l., entered into a share purchase agreement with Fareva SA to acquire all of the issued and outstanding shares of capital stock of its wholly owned subsidiary, Excelvision AG, a Swiss Company (“Excelvision”) for 21.7 million Swiss Francs (“CHF”), net of certain working capital amounts. Excelvision is a contract manufacturer located in Hettlingen, Switzerland specializing in ophthalmic products. |
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On January 2, 2015, the Company acquired all of the outstanding shares of capital stock of Excelvision for $25.9 million U.S. dollars funded through available cash on hand. The consideration remains subject to a net working capital adjustment payable by the Company. The Company’s acquisition of Excelvision AG is being accounted for as a business combination in accordance with ASC 805 – Business Combinations. The purpose of the acquisition is to expand the Company’s manufacturing capacity and reduce production costs. The Company will include information about the fair value of acquired assets and assumed liabilities of the Excelvision acquisition in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. During the year ended December 31, 2014, the Company recorded approximately $0.3 million in acquisition related expenses in connection with the Excelvision acquisition. |
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Lloyd Animal Health Products |
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On October 2, 2014, Akorn Animal Health, Inc., a wholly owned subsidiary of the Company entered into a definitive Product acquisition agreement with Lloyd, Inc., to acquire certain rights and inventory related to a suite of animal health injectable products (the “Lloyd Products”) used in pain management and anesthesia. The Company acquired the products for $16.1 million, funded through available cash paid at closing, and a contingent payment of $2.0 million, discounted to $1.9 million using a 4.5% discount rate and other unobservable inputs, which becomes payable upon FDA approval of a supplement related to one of the acquired products. The Company’s acquisition of the Lloyd Products is being accounted for as a business combination in accordance with ASC 805 – Business Combinations. The purpose of the acquisition is to expand the Company’s animal health product portfolio. |
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The following table sets forth the consideration paid for the Lloyd Acquisition and the fair values of the acquired assets and assumed liabilities (in millions) as of the acquisition date adjusted in accordance with generally accepted accounting principles (“GAAP”). The figures below are preliminary and subject to review of the facts and assumptions used to determine the fair values of the acquired assets developed utilizing an income approach and may differ from historical financial results of the Lloyd Products. |
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Consideration: | | | | | | | | | | | |
Amount of cash paid | | $ | 16.1 | | | | | | | | | |
Fair value of contingent payment | | | 1.9 | | | | | | | | | |
Total consideration at closing | | $ | 18 | | | | | | | | | |
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Recognized amounts of identifiable assets acquired: | | | | | | | | | | | | |
Accounts receivable | | | 0.1 | | | | | | | | | |
Inventory | | | 2.5 | | | | | | | | | |
Product licensing rights | | | 10 | | | | | | | | | |
IPR&D | | | 5.5 | | | | | | | | | |
Accounts payable assumed | | | -0.1 | | | | | | | | | |
Fair value of assets acquired | | $ | 18 | | | | | | | | | |
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IPR&D assets represent ongoing in-process research and development projects obtained through the acquisition. Weighted average remaining amortization period of intangible assets acquired through the Lloyd acquisition as of the closing date was 10.7 years. The rights to Lloyd products are included within product licensing rights, net on the Company’s condensed consolidated balance sheet as of December 31, 2014. |
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The Company has not provided pro forma revenue and earnings of the Company as if the Lloyd Products Acquisition was completed as of January 1, 2013 because to do so would be impracticable. The acquired Lloyd Product rights were not managed as a discrete business by the previous owner. Accordingly, determining the pro forma revenue and earnings of the Company including the Lloyd Products Acquisition would require significant estimates of amounts, and it is impossible to distinguish objectively information about such estimates that provides evidence of circumstances that existed on the dates at which those amounts would be recognized and measured, and would have been available when the financial statements for that prior period were issued. |
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Xopenex Inhalation Solutions |
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On October 1, 2014, the Company entered into a definitive product acquisition agreement with Sunovion Pharmaceuticals Inc., a Delaware corporation to acquire certain rights and inventory related to the branded product, Xopenex® Inhalation Solution (levalbuterol hydrochloride) (the “Xopenex Product”) for $45 million, funded through available cash paid at closing, net of certain liabilities for product return reserves, rebates, and chargeback reserves, which were assumed by Oak Pharmaceuticals, Inc. (“Oak”), a subsidiary of Akorn, subject to a cap. The total cash paid at closing was $41.5 million, which was net of certain liabilities for product return reserves, rebates, and chargeback reserves assumed by the Company. |
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Xopenex® is indicated for the treatment or prevention of bronchospasm in adults, adolescents, and children 6 years of age and older with reversible obstructive airway disease. The Company’s acquisition of Xopenex® (the “Xopenex Acquisition”) is being accounted for as a business combination in accordance with ASC 805 – Business Combinations. The purpose of the Xopenex Acquisition is to expand the Company’s product portfolio of prescription pharmaceuticals. |
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Pursuant to the purchase agreement, certain trademarks and patents related to the Xopenex Product will be licensed to Oak by Sunovion. Further, in connection with closing the Purchase Agreement, the Company and Sunovion entered into a customary transition services agreement. Additionally, the Company assumed a distribution agreement for authorized generic of the product and assumed certain open purchase orders placed in ordinary course for active pharmaceutical ingredients. |
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The following table sets forth the consideration paid for the Xopenex Acquisition and the fair values of the acquired assets and assumed liabilities (in millions) as of the acquisition date adjusted in accordance with GAAP. The figures below are preliminary and subject to review of the facts and assumptions used to determine the fair values of the acquired assets developed utilizing an income approach and may differ from historical financial results of the Xopenex Product. |
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Consideration: | | | | | | | | | | | |
Amount of cash paid | | $ | 41.5 | | | | | | | | | |
Product returns and reserves assumed | | | 3.5 | | | | | | | | | |
Total consideration at closing | | $ | 45 | | | | | | | | | |
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Recognized amounts of identifiable assets acquired: | | | | | | | | | | | | |
Accounts Receivable, net (product returns and reserves assumed) | | | -3.5 | | | | | | | | | |
Inventory | | | 6.3 | | | | | | | | | |
Product licensing rights | | | 38.7 | | | | | | | | | |
Fair value of net assets acquired | | $ | 41.5 | | | | | | | | | |
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Weighted average remaining amortization period of the intangible asset acquired as of the closing date was 10 years. The rights to Xopenex® are included within product licensing rights, net on the Company’s condensed consolidated balance sheet as of December 31, 2014. During the year ended December 31, 2014, the Company recorded approximately $0.7 million in acquisition related expenses in connection with the Xopenex acquisition. |
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VPI Holdings Corp. Inc. |
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On August 12, 2014, the Company completed its acquisition of VersaPharm, a Georgia corporation for a total purchase price of approximately $433.0 million, subject to net working capital adjustments. This purchase price was based on acquiring all outstanding equity interests of VPI Holdings Corp. (“VPI”), the parent company of VersaPharm and was equal to $440.0 million, net of various post-closing adjustments related to working capital, cash, and transaction expenses of approximately $7.0 million. |
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On May 9, 2014, the Company entered into an Agreement and Plan of Merger (the “VP Merger Agreement”) to acquire VPI. Upon consummation of the merger, each share of VPI’s common stock and preferred stock issued and outstanding immediately prior to such time, other than those shares held in treasury by VersaPharm, owned by Akorn, Akorn Enterprises II, Inc., or VPI or any other subsidiary of VPI (each of which were cancelled) and to which dissenters’ rights have been properly exercised, were cancelled and converted into the right to receive its per share right to the aggregate merger consideration, subject to various post-closing adjustments related to working capital, cash, transaction expenses and funded indebtedness. In addition, all stock options of VPI held immediately prior to the consummation of the merger became fully vested and were cancelled upon consummation of the merger with the right to receive payment on the terms set forth in the VP Merger Agreement. |
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The acquisition was approved by the Federal Trade Commission (“FTC”) on August 4, 2014 following review pursuant to provisions of Hart-Scott Rodino Act (“HSR”). In connection with the VersaPharm Acquisition, the Company entered into an agreement (the “Rifampin Divestment Agreement”) with Watson, a wholly owned subsidiary of Actavis plc, to divest certain rights and assets to the Company’s Rifampin injectable product. Under the terms of the disposition the Company received $1.0 million for the pending product rights and recorded a gain of $0.8 million in Other non-operating income, net in the year ended December 31, 2014 related to the divestment. |
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VersaPharm is a developer and marketer of multi-source prescription pharmaceuticals. VersaPharm markets its products to drug wholesalers, retail drug chains, pharmaceutical distributors, group purchasing organizations, hospitals, clinics and government agencies. |
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The VersaPharm Acquisition complements and expands the Company’s product portfolio by diversifying its offering to niche dermatology markets. VersaPharm’s product portfolio, pipeline and development capabilities are complementary to our acquisition of Hi-Tech Pharmacal Co, Inc. (“HiTech”) acquisition which brought with it the manufacturing capabilities needed for many of VersaPharm’s current and pipeline products. The VersaPharm Acquisition also enhances the Company’s new product pipeline as VersaPharm has significant research and development experience and knowledge and numerous IPR&D products are under active development. |
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The VersaPharm Acquisition was principally funded through a $445.0 million Incremental Term Loan Facility entered into concurrent with completing the acquisition, and through available Akorn cash. For further details on the term loan financing, please refer to the description in Note 6 – Financing Arrangements. |
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During the year ended December 31, 2014, the Company recorded approximately $8.1 million, in acquisition-related expenses in connection with the VersaPharm Acquisition. These expenses principally consisted of various legal fees and other acquisition costs which have been recorded within “acquisition related costs” as part of operating expenses in the Company’s consolidated statement of comprehensive income in the applicable periods. |
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The following table sets forth the consideration paid for the VersaPharm Acquisition and the fair values of the acquired assets and assumed liabilities (in millions) as of the acquisition date adjusted in accordance with GAAP. The figures below are preliminary and subject to review of the facts and assumptions used to determine the fair values of the acquired assets developed utilizing an income approach and may differ from historical financial results of VersaPharm. |
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Consideration: | | Initial Fair | | | Measurement | | | Adjusted | |
Valuation | Period | Fair |
| Adjustments | Valuation |
Amount of cash paid to VersaPharm stockholders | | $ | 322.7 | | | $ | — | | | $ | 322.7 | |
Amount of cash paid to vested VersaPharm option holders | | | 14.2 | | | | — | | | | 14.2 | |
Amounts paid to escrow accounts | | | 10.3 | | | | — | | | | 10.3 | |
Transaction expenses paid for previous owners of VersaPharm | | | 3.4 | | | | — | | | | 3.4 | |
Total consideration paid at closing | | | 350.6 | | | | — | | | | 350.6 | |
VersaPharm debt paid off through closing cash | | | 82.4 | | | | — | | | | 82.4 | |
Total cash paid at closing | | $ | 433 | | | $ | — | | | $ | 433 | |
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Recognized amounts of identifiable assets acquired and liabilities assumed: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 0.1 | | | $ | — | | | $ | 0.1 | |
Accounts receivable | | | 10 | | | | 1 | | | | 11 | |
Inventory | | | 20.9 | | | | (0.2 | ) | | | 20.7 | |
Other current assets | | | 2.8 | | | | 4.8 | | | | 7.6 | |
Property and equipment | | | 1.5 | | | | — | | | | 1.5 | |
Trademarks | | | 1 | | | | — | | | | 1 | |
Product licensing rights | | | 250.8 | | | | — | | | | 250.8 | |
Intangibles, other | | | 5.2 | | | | — | | | | 5.2 | |
IPR&D | | | 215.9 | | | | — | | | | 215.9 | |
Goodwill | | | 90.6 | | | | 0.8 | | | | 91.4 | |
Total assets acquired | | $ | 598.8 | | | $ | 6.4 | | | $ | 605.2 | |
Assumed current liabilities | | | (18.3 | ) | | | (0.6 | ) | | | (18.9 | ) |
Assumed non-current liabilities | | | (76.0 | ) | | | | | | | (76.0 | ) |
Deferred tax liabilities | | | (153.9 | ) | | | (5.8 | ) | | | (159.7 | ) |
Total liabilities assumed | | $ | (248.2 | ) | | $ | (6.4 | ) | | $ | (254.6 | ) |
| | $ | 350.6 | | | $ | — | | | $ | 350.6 | |
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The changes in estimates recorded subsequent to the initial accounting estimate was related to refining the calculated fair value of acquired accounts receivable and assumed tax amounts, due to the acquisition. |
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Goodwill represents expected synergies resulting from the combination of the entities and other intangible assets that do not qualify for separate recognition, while IPR&D assets represent ongoing in-process research and development projects obtained through the acquisition. The Company does not anticipate being able to deduct any of the associated incremental value of goodwill and other intangible assets for income tax purposes, but expects to be able to deduct approximately $43.2 million of value associated with pre-existing VersaPharm goodwill and other intangible assets for income tax purposes in future periods. |
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During the year ended December 31, 2014, the Company recorded net revenue of approximately $21.7 million related to sales of the VersaPharm products subsequent to acquisition. |
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Weighted average remaining amortization period of intangible assets acquired other than goodwill and IPR&D through the VersaPharm acquisition as of the closing date was 11.4 years in aggregate, 11.4 years for product licensing rights, 11.0 years for other intangibles, and 3 years for trademarks. |
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Hi-Tech Pharmacal Co., Inc. |
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On April 17, 2014, the Company completed its acquisition of Hi-Tech for a total purchase price of approximately $650.0 million. This purchase price was based on acquiring all outstanding shares of Hi-Tech common stock for $43.50 per share, buying out the intrinsic value of Hi-Tech’s stock options, and paying the single-trigger separation payments to various Hi-Tech executives due upon change in control. The total consideration paid is net of Hi-Tech’s cash acquired subsequent to Hi-Tech’s payment of $44.6 million of stock options and single trigger separation payments as of April 17, 2014. |
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On August 27, 2013, the Company entered into an Agreement and Plan of Merger (the “HT Merger Agreement”) to acquire Hi-Tech. Subject to the terms and conditions of the HT Merger Agreement, upon completion of the merger on April 17, 2014, each share of Hi-Tech’s common stock, par value $0.01 per share, issued and outstanding and held by non-interested parties at the time of the merger (the “Hi-Tech Shares”), was cancelled and converted into the right to receive $43.50 in cash, without interest, less any applicable withholding taxes, upon surrender of the outstanding Hi-Tech Shares. |
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In connection with the Hi-Tech Acquisition, the Company entered into an agreement (the “Divestment Agreement”) with Watson Laboratories, Inc., a wholly owned subsidiary of Actavis plc, to divest certain rights and assets - see below for further consideration. |
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Hi-Tech is a specialty pharmaceutical company which develops, manufactures and markets generic and branded prescription and OTC products. Hi-Tech specializes in difficult to manufacture liquid and semi-solid dosage forms and produces and markets a range of oral solutions and suspensions, as well as topical ointments and creams, nasal sprays, otics, sterile ophthalmics and sterile ointment and gel products. Hi-Tech’s Health Care Products division is a developer and marketer of OTC products, and their ECR Pharmaceuticals subsidiary markets branded prescription products. Hi-Tech operates a manufacturing facility and corporate offices in Amityville, New York, and ECR maintains its corporate offices in Richmond, Virginia. |
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The Hi-Tech Acquisition is expected to complement and expand the Company’s product portfolio by diversifying its offering to its retail customers beyond ophthalmics to other niche dosage forms such as oral liquids, topical creams and ointments, nasal sprays and otics. The Hi-Tech Acquisition is also expected to enhance the Company’s new product pipeline. Further, the Hi-Tech Acquisition will add branded OTC products in the categories of cough and cold, nasals, and topicals to the Company’s existing TheraTears® brand of eye care products, and will provide additional domestic manufacturing capacity for the Company. |
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The Hi-Tech Acquisition was principally funded through a $600.0 million term loan entered into concurrent with completing the acquisition, and through Hi-Tech cash assumed through the acquisition. |
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During the year ended December 31, 2014,and 2013 the Company recorded approximately $21.3 million and $1.6 million, respectively, in acquisition-related expenses in connection with the Hi-Tech Acquisition. These expenses principally consisted of various legal fees and other acquisition costs which have been recorded within “acquisition related costs” as part of operating expenses in the Company’s consolidated statement of comprehensive income in the applicable periods. |
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The following table sets forth the consideration paid for the Hi-Tech Acquisition and the fair values of the acquired assets and assumed liabilities (in millions) as of the acquisition date adjusted in accordance with GAAP. The figures below are preliminary and subject to review of the facts and assumptions used to determine the fair values of the acquired assets developed utilizing an income approach and may differ from historical financial results of Hi-Tech. |
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Consideration: | | Initial Fair | | | Measurement | | | Adjusted Fair | |
Valuation | Period | Valuation |
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Amount of cash paid to Hi-Tech shareholders | | $ | 605 | | | $ | — | | | $ | 605 | |
Amount of cash paid to vested Hi-Tech option holders | | | 40.5 | | | | — | | | | 40.5 | |
Amount of cash paid to key executives under single-trigger separation payments upon change-in-control | | | 4.1 | | | | — | | | | 4.1 | |
| | $ | 649.6 | | | $ | — | | | $ | 649.6 | |
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Recognized amounts of identifiable assets acquired and liabilities assumed: | | Initial Fair Valuation | | | Measurement Period Adjustments | | | Adjusted Fair Valuation | |
Cash and cash equivalents | | $ | 89.7 | | | $ | — | | | $ | 89.7 | |
Accounts receivable | | | 57.3 | | | | (5.7 | ) | | | 51.6 | |
Inventory | | | 53.7 | | | | (0.7 | ) | | | 53 | |
Other current assets | | | 20.6 | | | | 13.1 | | | | 33.7 | |
Property and equipment | | | 45.5 | | | | (2.0 | ) | | | 43.5 | |
Product licensing rights | | | 343.5 | | | | — | | | | 343.5 | |
IPR&D | | | 9.4 | | | | — | | | | 9.4 | |
Customer Relationships | | | 0.3 | | | | — | | | | 0.3 | |
Trademarks | | | 5.5 | | | | — | | | | 5.5 | |
Goodwill | | | 171.5 | | | | (2.0 | ) | | | 169.5 | |
Other non-current assets | | | 0.6 | | | | — | | | | 0.6 | |
Total assets acquired | | $ | 797.8 | | | $ | 2.7 | | | $ | 800.5 | |
Assumed current liabilities | | | (23.5 | ) | | | 1.7 | | | | (21.8 | ) |
Assumed non-current liabilities | | | (2.8 | ) | | | (0.2 | ) | | | (3.0 | ) |
Deferred tax liabilities | | | (121.9 | ) | | | (4.2 | ) | | | (126.1 | ) |
Total liabilities assumed | | $ | (148.2 | ) | | $ | (2.7 | ) | | $ | (150.9 | ) |
| | $ | 649.6 | | | $ | — | | | $ | 649.6 | |
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The changes in estimates recorded subsequent to the initial accounting estimate was related to refining the calculated fair value of acquired accounts receivable and assumed tax amounts, due to the merger. |
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Goodwill represents expected synergies resulting from the combination of the entities and other intangible assets that do not qualify for separate recognition, while IPR&D assets represent ongoing in-process research and development projects obtained through the acquisition. The Company does not anticipate being able to deduct any of the associated incremental value of goodwill and other intangible assets for income tax purposes, but expects to be able to deduct approximately $18.9 million of value associated with pre-existing Hi-Tech goodwill and other intangible assets for income tax purposes in future periods. |
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During the year ended December 31, 2014, the Company recorded net revenue of approximately $176.9 million related to sales of the Hi-Tech products subsequent to acquisition. |
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Weighted average amortization period of intangible assets acquired other than goodwill and IPR&D through the Hi-Tech acquisitions as of the closing date was 15.6 years in aggregate, 15.7 years for product licensing rights, 1 year for customer relationships and 9 years for trademarks. |
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Watson Product Disposition |
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In connection with the Hi-Tech Merger, Akorn entered into an agreement (the “Disposition Agreement”) with Watson to dispose of certain rights and assets related to three Hi-Tech products marketed under Abbreviated New Drug Applications — Ciprofloxacin Hydrochloride Ophthalmic Solution, Levofloxacin Ophthalmic Solution and Lidocaine Hydrochloride Jelly — and one Akorn product marketed under a New Drug Application: Lidocaine/Prilocaine Topical Cream, collectively “the products”. The Divestment Agreement further included one product under development. Net revenues for the Akorn products marketed under a New Drug Application: Lidocaine/Prilocaine Topical Cream were approximately $1.5 million and $6.8 million in the years ended December 31, 2014 and 2013, respectively. This disposition was required pursuant to a proposed consent order accepted by vote of the FTC on April 11, 2014. The closing of the disposition agreement, which was contingent upon the consummation of the Company’s acquisition of 50% or more of the voting securities of Hi-Tech, took place on April 17, 2014. Under the terms of the disposition the Company received $16.8 million for the intangible product rights, associated goodwill, and saleable inventory of the products denoted above. The Company recorded a gain of $9.0 million in Other (expense) income, net in the year ended December 31, 2014, resulting from the difference of the consideration received and assets disposed, see below. |
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Calculation of gain from Watson product disposition (in millions) | | | | | | | | | | | | |
Consideration received | | $ | 16.8 | | | | | | | | | |
Intangible assets disposed | | | (5.9 | ) | | | | | | | | |
Goodwill disposed | | | (1.1 | ) | | | | | | | | |
Other assets disposed | | | (0.8 | ) | | | | | | | | |
Pre-Tax gain recognized | | $ | 9 | | | | | | | | | |
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Upon completing the Watson product disposition, the Company entered into a master supply agreement with Watson whereby the Company will continue manufacturing the products for a transitional period not to exceed two years. The parties also entered into a transition services agreement, the purpose of which is to affect a smooth transfer of all intellectual property and necessary historical data to complete the ownership transfer to Watson. |
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ECR Divestiture |
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On June 20, 2014, the Company divested its subsidiary, ECR Pharmaceuticals, net of three branded products (specifically Cormax®, VoSol® HC, and Zolvit® Oral Solution otherwise known as “Lortab”) to Valeant Pharmaceuticals (“Valeant”) for $41.0 million in cash and assumption of certain liabilities. Through the divestiture, the Company recognized a nominal gain on the sale of the intangible product rights, associated goodwill, saleable inventory and other assets of ECR. ECR, which promotes certain branded pharmaceuticals through its sales force, was acquired through the acquisition of Hi-Tech. As the Company has divested a component of the combined entity and does not expect material continuing cash flows, ECR results which included net revenues of $3.4 million and a net loss from discontinued operations of ($0.5) million for the period from acquisition to disposition (which both occurred during the year ended December 31, 2014) have been included within discontinued operations in the consolidated statements of comprehensive income, see below. |
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Calculation of gain/from ECR Divestiture (in millions) | | | | | | | | | | | |
Consideration received | | $ | 41 | | | | | | | | | |
Intangible assets divested | | | (33.6 | ) | | | | | | | | |
Goodwill divested | | | (10.4 | ) | | | | | | | | |
Other assets divested | | | (1.2 | ) | | | | | | | | |
Assumed liabilities divested | | | 5.1 | | | | | | | | | |
Pre-Tax Gain recognized | | $ | 0.9 | | | | | | | | | |
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Zioptan Acquisition |
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On April 1, 2014, the Company acquired the U.S. NDA rights to Zioptan®, a prescription ophthalmic eye drop indicated for reducing elevated intraocular pressure in patients with open-angle glaucoma or ocular hypertension, from Merck, Sharp and Dohme Corp. (“Merck”). The Company’s acquisition of U.S. NDA rights to Zioptan® (the “Zioptan Acquisition”) is being accounted for as a business combination in accordance with ASC 805 – Business Combinations. The purpose of the Zioptan Acquisition is to expand the Company’s product portfolio of prescription pharmaceuticals. The total consideration at closing was $11.2 million, all of which was recognized as product licensing rights as of the acquisition date and has an amortization period of 10 years. |
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Upon completing the Zioptan Acquisition, the Company entered into a master supply agreement with Merck whereby Merck will continue manufacturing Zioptan® for a transitional period not to exceed two years, during which time the Company will work to transfer manufacturing. The transfer price, per the terms of the supply agreement, will equal Merck’s historical product cost. The parties also entered into a Transition Services Agreement, the purpose of which is to affect a smooth transfer of all intellectual property and necessary historical data to complete the ownership transfer to the Company. |
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The U.S. NDA rights to Zioptan® are included within product licensing rights, net on the Company’s consolidated balance sheet as of December 31, 2014. |
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The Company has not provided pro forma revenue and earnings of the Company as if the Zioptan Acquisition was completed as of January 1, 2013 because to do so would be impracticable. The acquired Zioptan® rights were not managed as a discrete business by Merck. Accordingly, determining the pro forma revenue and earnings of the Company including the Zioptan Acquisition would require significant estimates of amounts, and it is impossible to distinguish objectively information about such estimates that provides evidence of circumstances that existed on the dates at which those amounts would be recognized and measured, and would have been available when the financial statements for that prior period were issued. |
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Betimol Acquisition |
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On January 2, 2014, the Company acquired the NDA rights to Betimol®, a prescription ophthalmic eye drop for the reduction of eye pressure in glaucoma patients, from Santen. The Company’s acquisition of U.S. NDA rights to Betimol® (the “Betimol Acquisition”) is being accounted for as a business combination in accordance with ASC 805 – Business Combinations. The purpose of the Betimol Acquisition is to expand the Company’s product portfolio of prescription pharmaceuticals. The total consideration will be equal to 1.5 times the Company’s net sales of Betimol® in the first year following acquisition, such year starting upon the Company’s first sale of the product. The Company paid $7.5 million upon completing the acquisition and will pay any remaining amount 60 days following the first year post-acquisition. There is also a provision for a $2.0 million increase to the total consideration should net sales of Betimol® exceed $14.0 million in any one of the first five years following acquisition, the Company has valued this at $0. There is no provision for reducing the purchase price below the initial $7.5 million paid. |
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Upon completing the Betimol Acquisition, the Company entered into a supply agreement with Santen whereby Santen will continue manufacturing Betimol® for a transitional period not to exceed two years, during which time the Company will work to site transfer manufacturing to one of its facilities. The transfer price, per the terms of the supply agreement, will equal Santen’s cost of API plus actual cost of manufacturing the product, making this a favorable contract pursuant to ASC 805. The parties also entered into a transition services agreement, the purpose of which is to affect a smooth transfer of all intellectual property and necessary historical data to complete the ownership transfer to the Company. |
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The following table sets forth the consideration paid for the Betimol Acquisition and the fair values of the acquired assets and assumed liabilities (in millions) as of the acquisition date adjusted in accordance with GAAP. |
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Betimol Acquisition: | | | | | | | | | | | |
Consideration paid in cash at closing | | $ | 7.5 | | | | | | | | | |
Purchase consideration payable | | | 4 | | | | | | | | | |
| | $ | 11.5 | | | | | | | | | |
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Fair value of acquired assets: | | | | | | | | | | | | |
U.S. NDA rights to Betimol® | | $ | 11.4 | | | | | | | | | |
Favorable supply agreement | | | 0.1 | | | | | | | | | |
| | $ | 11.5 | | | | | | | | | |
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The U.S. NDA rights to Betimol® are included within product licensing rights, net on the Company’s consolidated balance sheet as of December 31, 2014 and has an amortization period of 15 years. The favorable supply agreement is included within other long-term assets on the Company’s consolidated balance sheet as of December 31, 2014. |
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The Company estimated that it would owe additional consideration to Santen of approximately $4.5 million. Since this is a performance-based earn-out payment, this additional consideration was discounted to approximately $4.0 million. As of the year ended December 31, 2014, the Company revised the additional consideration calculation to $4.3 million and recorded $0.3 million of other operating expense reflecting a fair value adjustment to increase the estimated additional consideration obligation as a result of revised operating expectations. |
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The Company has not provided pro forma revenue and earnings of the Company as if the Betimol Acquisition was completed as of January 1, 2013 because to do so would be impracticable. The acquired Betimol® rights were not managed as a discrete business by Santen. Accordingly, determining the pro forma revenue and earnings of the Company including the Betimol Acquisition would require significant estimates of amounts, and it is impossible to distinguish objectively information about such estimates that provides evidence of circumstances that existed on the dates at which those amounts would be recognized and measured, and would have been available when the financial statements for that prior period were issued. |
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Merck Products Acquisition |
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On November 15, 2013, the Company acquired from Merck the U.S. rights to three branded ophthalmic products for $52.8 million in cash (the “Merck Acquisition”). The acquired assets met the definition of a business, and accordingly, have been accounted for as a business combination in accordance with ASC 805 – Business Combinations. Through the Merck Acquisition, the Company purchased Inspire Pharmaceuticals, Inc. (“Inspire”), a wholly owned subsidiary of Merck. This legal entity owns the U.S. rights to AzaSite®, a prescription eye drop used to treat bacterial conjunctivitis. The U.S. rights to the other two products involved in the acquisition, Cosopt® and Cosopt® PF (preservative free), were purchased directly from Merck. The Cosopt® products are prescription sterile eye drop solutions used to lower the pressure in the eye in people with open-angle glaucoma or ocular hypertension. The acquisition of these products expands the Company’s ophthalmic product portfolio to include branded, prescription eye drops, and is complementary to the Company’s existing portfolio of products. The Company believes that this acquisition leverages its existing sales force and ophthalmic and optometric physician relationships. |
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The following table sets forth the consideration paid for the Merck Acquisition and the fair values of the assets acquired and the liabilities assumed (in millions): |
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Product rights: | | | | | | | | | | | |
AzaSite® | | $ | 13.8 | | | | | | | | | |
Cosopt® | | | 21.6 | | | | | | | | | |
Cosopt® PF | | | 20.3 | | | | | | | | | |
Product rights total | | $ | 55.7 | | | | | | | | | |
Prepaid expenses | | | 0.1 | | | | | | | | | |
Deferred tax assets, net | | | 0.7 | | | | | | | | | |
Total fair value of acquired assets | | $ | 56.5 | | | | | | | | | |
Consideration paid | | $ | 52.8 | | | | | | | | | |
Gain from bargain purchase | | $ | 3.7 | | | | | | | | | |
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Through its acquisition of Inspire Pharmaceuticals, Inc. the Company assumed that entity’s net operating loss carry-forwards (“NOLs”) and unamortized start-up costs. The “deferred tax assets, net” listed above represents the difference between the acquired deferred tax assets, the NOLs, and unamortized start-up costs, and the acquired deferred tax liabilities, which represent the book versus tax basis differences in the product rights. The bargain purchase amount was largely derived from the difference between the fair value and the economic value, as calculated through discounted cash flow analysis, of the deferred tax assets, net. In particular, due to the long-term nature of the NOLs acquired, the book value of the resulting deferred tax asset significantly exceeded its discounted cash flow value. |
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The Company anticipates amortizing the acquired products on a straight-line basis from the Merck Acquisition date through December 31, 2019. The Merck Acquisition agreement specified the tax values assigned to each product. The tax value of AzaSite® product rights will not be amortizable for tax purposes, as these rights were obtained through the stock acquisition of Inspire Pharmaceuticals, Inc. That Company anticipates that the assigned tax values of Cosopt® and Cosopt® PF will be amortizable for tax purposes over a 15-year period. |
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The Company has not provided pro forma revenue and earnings of the Company as if the Merck Acquisition was completed as of January 1, 2013 because to do so would be impracticable. The products acquired from Merck were not managed as a discrete business by Merck. Accordingly, determining the pro forma revenue and earnings of the Company including the Merck Acquisition would require significant estimates of amounts, and it is impossible to distinguish objectively information about such estimates that provides evidence of circumstances that existed on the dates at which those amounts would be recognized and measured, and would have been available when the financial statements for that prior period were issued. |
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Kilitch Acquisition |
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On February 28, 2012, Akorn India Private Limited, a wholly owned subsidiary of the Company completed and closed on its acquisition of selected assets of Kilitch Drugs (India) Limited (“KDIL”). This acquisition (the “Kilitch Acquisition”) was pursuant to the terms of the Business Transfer Agreement (the “BTA”) entered into among the Company, KDIL and the members of the promoter group of KDIL on October 5, 2011. In accordance with terms contained in the BTA, the Company also closed on a related product transfer agreement between the Company and NBZ Pharma Limited (“NBZ”), a company associated with KDIL. The primary asset transferred in the Kilitch Acquisition was KDIL’s manufacturing facility in Paonta Sahib, Himachal Pradesh, India, along with its existing contract manufacturing business. KDIL was engaged in the manufacture and sale of pharmaceutical products for contract customers in India and for export to various unregulated world markets. While the Paonta Sahib manufacturing facility is not currently certified by the FDA for the exporting of drugs to the U.S., the facility was designed with future FDA certification in mind. Accordingly, the Kilitch Acquisition provided the Company with the potential for future expansion of its manufacturing capacity for products to be sold in the U.S., as well as the opportunity to expand the Company’s footprint into markets outside the U.S. The Company has determined that the assets acquired through the Kilitch Acquisition constitute a “business” as defined by Rule 11-01(d) of Regulation S-X and ASC 805, Business Combinations. Accordingly, the Company has accounted for the Kilitch Acquisition as a business combination. |
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AIPL paid the equivalent of approximately USD $60.1 million at closing. Total purchase consideration was approximately $55.2 million which consisted of approximately $51.2 million in base consideration and $4.0 million in reimbursement for capital expenditures made by KDIL from April 1, 2011 to the closing date. AIPL also paid $7.3 million related to compensation earned from the achievement of acquisition-related milestones, and $1.6 million in stamp duties paid to transfer title to the land and buildings at Paonta Sahib from Kilitch to AIPL. In addition, the Company expects to pay up to an additional $0.5 million for future services that would be expensed as the services are provided. The compensation for acquisition-related milestones and other acquisition costs have been recorded within “acquisition related costs” as part of operating expenses in the Company’s consolidated statement of comprehensive income. The BTA also contains a working capital guarantee that calls for KDIL or AIPL to reimburse the other party for any shortfall or excess, respectively, in the actual acquired working capital compared to the target working capital as established in the BTA. |
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The following table sets forth the consideration paid for the Kilitch Acquisition, the acquisition-related costs incurred, and the fair values of the assets acquired and the liabilities assumed (U.S. dollar amounts in millions): |
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Consideration: | Initial Fair | | | Measurement Period Adjustments | | | Adjusted Fair | |
Valuation | Valuation |
Cash paid | | $ | 55.2 | | | $ | — | | | $ | 55.2 | |
Less working capital shortfall refunded by sellers | | | (0.9 | ) | | | (0.1 | ) | | | (1.0 | ) |
| | $ | 54.3 | | | $ | (0.1 | ) | | $ | 54.2 | |
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Acquisition-related costs: | | | | | | | | | | | | |
Stamp duties paid for transfer of land and buildings | | $ | 1.6 | | | $ | — | | | $ | 1.6 | |
Acquisition-related compensation expense | | | 6.7 | | | | 0.5 | | | | 7.2 | |
Due diligence, legal, travel and other acquisition-related costs | | | 0.6 | | | | 0.1 | | | | 0.7 | |
| | $ | 8.9 | | | $ | 0.6 | | | $ | 9.5 | |
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Recognized amounts of identifiable assets acquired and liabilities assumed: | | | | | | | | | |
Accounts receivable | | $ | 2.1 | | | $ | — | | | $ | 2.1 | |
Inventory | | | 1.8 | | | | — | | | | 1.8 | |
Land | | | 3.7 | | | | (1.1 | ) | | | 2.6 | |
Buildings, plant and equipment | | | 8.5 | | | | — | | | | 8.5 | |
Construction in progress | | | 14.2 | | | | — | | | | 14.2 | |
Goodwill, deductible | | | 21.6 | | | | 1 | | | | 22.6 | |
Other intangible assets, deductible | | | 5.8 | | | | 0.1 | | | | 5.9 | |
Other assets | | | 0.1 | | | | — | | | | 0.1 | |
Assumed liabilities | | | (2.1 | ) | | | (0.8 | ) | | | (2.9 | ) |
Deferred tax liabilities | | | (1.4 | ) | | | 0.7 | | | | (0.7 | ) |
| | $ | 54.3 | | | $ | (0.1 | ) | | $ | 54.2 | |
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The Adjusted Fair Valuation presented above is final. The changes in estimate recorded subsequent to the initial accounting estimate were primarily related to refining the calculated fair value of certain acquired assets, adjustments to the working capital settlement amount due from the sellers to the Company, and final determination regarding the tax-deductibility of the acquired intangible assets. The acquisition-related compensation expense during 2012 was primarily related to pre-negotiated compensation paid to members of the sellers’ family based on achievement of various operational milestones. |
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Goodwill represents expected synergies and intangible assets that do not qualify for separate recognition. Based on an Indian Supreme Court ruling in 2012 upholding the deductibility of goodwill for India tax purposes, the Company anticipates being able to deduct the value of goodwill for income tax purposes in India. A later Indian Supreme Court ruling raised doubt as to the tax deductibility of the cost of the non-compete agreement entered into between AIPL and the sellers. Accordingly, the Company amended its acquisition accounting to establish a deferred tax liability related to this intangible asset. The Company had initially recorded a deferred tax liability valued at $1.4 million and subsequently adjusted to $0.7 million related to intangible assets and other accrued liabilities that it does not believe will be amortizable for Indian tax purposes. This remaining deferred tax liability of $0.7 million was reversed against goodwill during 2012. |
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For book purposes, the other intangible assets acquired are being amortized over lives of four to five years. Goodwill is not amortized for book purposes but is subject to impairment testing. The tangible assets acquired consist primarily of construction in progress fair valued at $14.2 million, buildings, plant and equipment fair valued at a combined $8.5 million, land fair valued at $2.6 million, accounts receivable fair valued at $2.1 million and inventory fair valued at $1.8 million as of the acquisition date. |
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During 2014, 2013 and 2012, the Company paid $2.8 million, $2.7 million and $0.8 million, respectively, for the acquisition of drug product licensing rights (NDA and ANDA rights) which were not individually significant. No assets were acquired other than the drug rights, and no liabilities assumed. |
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The unaudited pro forma results presented below reflect the consolidated results of operations inclusive of the Xopenex acquisition, VersaPharm acquisition and Akorn Rifampin product divestiture (“VersaPharm transactions”), and the Hi-Tech acquisition, Watson product disposition and ECR divestiture (“Hi-Tech transactions”) which occurred during the year ended December 31, 2014, as if the transactions had taken place at the beginning of the earliest period presented below. The pro forma results include amortization associated with the acquired tangible and intangible assets, interest on debt incurred for the transactions, amortization of inventory step-up, acquisition related expenses and income tax expense affected for the pro forma results. The unaudited pro forma financial information presented below does not reflect the impact of any actual or anticipated synergies expected to result from the acquisitions. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date (amounts in thousands, except per share data): |
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| | For the Year Ended | | | | | |
December 31, | | | | |
| | 2014 | | | 2013 | | | | | |
Revenue | | $ | 733,012 | | | $ | 623,922 | | | | | |
Net income from continuing operations | | | 71,722 | | | | 4,891 | | | | | |
Net income from continuing operations per share | | $ | 0.58 | | | $ | 0.04 | | | | | |
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Other Strategic Investments |
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On August 1, 2011, the Company entered into a Series A-2 Preferred Stock Purchase Agreement to acquire a minority ownership interest in Aciex Therapeutics Inc. (“Aciex”), a private ophthalmic development pharmaceutical company based in Westborough, MA, for $8.0 million in cash. Subsequently, on September 30, 2011, the Company entered into Amendment No. 1 to Series A-2 Preferred Stock Purchase Agreement to acquire additional shares of Series A-2 Preferred Stock in Aciex for approximately $2.0 million in cash. On April 17, 2014, the Company entered into a secured note and warrant purchase agreement to acquire secured, convertible promissory notes of Aciex for approximately $0.4 million in cash. On June 27, 2014, the Company entered into a second secured note and warrant purchase agreement to acquire additional secured, convertible promissory notes of Aciex for an additional amount of approximately $0.4 million. The Company’s aggregate investment in Aciex was $10.8 million at cost. Aciex was an ophthalmic drug development company focused on developing novel therapeutics to treat ocular diseases. Aciex’s pipeline consisted of both clinical stage assets and pre-Investigational new drug stage assets. The investments detailed above had provided the Company with an ownership interest in Aciex of below 20%. The Aciex Agreement and Aciex Amendment contained certain customary rights and preferences over the common stock of Aciex and further provided that the Company shall have had the right to a seat on the Aciex board of directors. |
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On July 2, 2014 Nicox S.A., (“Nicox”) an international Company entered into an arrangement to acquire all of the outstanding equity of Aciex (the “Aciex Acquisition”). |
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On October 22, 2014 Nicox shareholders voted at the Nicox General Meeting, to approve the Aciex Acquisition. The transaction was consummated on October 24, 2014, following the completion of certain legal conditions and formalities. As consideration for its carried investment in Aciex, the Company received from the Aciex Acquisition pro-rata shares of Nicox which are publically traded on the Euronext Paris exchange. Through the closing the Company received approximately 4.3 million shares of Nicox which were subject to certain lockup provisions preventing immediate sale of underlying shares received for the Company’s investment in an available for sale security. |
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Through the year ended December 31, 2014 the Company sold 0.2 million unrestricted shares for approximately $0.6 million realizing an immaterial gain on the sale of shares. |
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In accordance with ASC Topic 820, the Company records unrealized holding gains and losses on the remaining available for sale securities in the “Accumulated other comprehensive income” caption in the consolidated Balance Sheet. For the year ended December 31, 2014 the Company recognized an unrealized holding loss, net of tax of $1.1 million as calculated based on the discounted value of the investment given the contractual lockup provisions. The Company has determined that of the remaining $8.4 million of unrealized fair value associated with the investment, $7.2 million is expected to be converted to cash within 1 year from the balance sheet date and has been classified as a current asset, while $1.2 million is expected to be converted beyond one year and has been classified as a non-current asset. |
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