Sunday, March 13, 2011

Viasys’ acquisition of Intermed Precision Limited

On November 3, 2005, Viasys acquired all of the outstanding capital stock of Intermed Precision Limited (“Intermed”) for a cash purchase price of $10,717,000, including expenditures associated with the acquisition.

Intermed is based in Ireland and develops and supplies orthopedic instruments, implants, and micro-machined components used in minimally invasive surgical devices. The business also provides a comprehensive range of services including design, prototyping, regulatory assistance, precision machining of metals and plastics, surface treatments, and assembly. The Company believed the acquisition provided access to new markets by expanding its Original Equipment Manufacturing (“OEM”) product line into overseas markets, resulting in a purchase price exceeding the fair value of identifiable net assets.

The excess purchase price of $8,154,000 has been recorded as goodwill. The cost of the acquisition was allocated to the assets and liabilities assumed based on estimates of their respective fair values at the date of the acquisition. Management is responsible for the valuation of net assets acquired, including in-process research and development and considered a number of factors, including valuations and appraisals, when estimating the fair market values and estimated useful lives of the acquired assets and liabilities.

Intermed has been assigned to the Company’s Orthopedics segment.

The Company has allocated the purchase price for the acquisition as follows (in thousands):


Cash and cash equivalents

$
103

Accounts receivable

945

Inventory

225

Property, plant and equipment

1,497

Prepaid expenses

28

Other current assets

272

Goodwill

8,154

Customer relationships

1,300

Accounts payable and other current liabilities

(1,074
)
Non-current deferred income taxes

(157
)
Long term liabilities

(576

Net Assets Acquired

$
10,717

Tricone Bit