DELPHI 2015 Annual Report Download - page 141

Table of Contents
119
Acquisition of Antaya Technologies Corporation
On October 31, 2014, the Company acquired 100% of the share capital of Antaya Technologies Corporation (“Antaya”),
a leading manufacturer of on-glass connectors to the global automotive industry for an estimated transaction value of
approximately $151 million. Antaya has a global footprint with locations in Asia, Europe and North America. The Company
paid $140 million at closing, with an additional cash payment of up to $40 million contingent upon the achievement of certain
financial performance metrics over a 3-year period ending October 31, 2017. The range of the undiscounted amounts the
Company could be required to pay for this arrangement is between $0 and $40 million. As of the closing date of the acquisition,
the contingent consideration was assigned a fair value of approximately $11 million, Refer to Note 18. Fair Value of Financial
Instruments for additional information regarding the measurement of the contingent consideration liability. The results of
operations of Antaya have been included in the accompanying consolidated statements of operations from the date of
acquisition within the Electrical/Electronic Architecture segment.
The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary
basis using information available, in the fourth quarter of 2014. The purchase price and related allocation were finalized in the
three months ended March 31, 2015, and resulted in no adjustments from the amounts disclosed as of December 31, 2014. The
final purchase price and related allocation are shown below (in millions):
Assets acquired and liabilities assumed
Purchase price, cash consideration......................................................................................................................... $ 140
Purchase price, fair value of contingent consideration .......................................................................................... 11
Total purchase price........................................................................................................................................... $ 151
Definite-lived intangible assets .............................................................................................................................. $ 75
Other liabilities, net ................................................................................................................................................ (17)
Identifiable net assets acquired.......................................................................................................................... 58
Goodwill resulting from purchase.......................................................................................................................... 93
Total purchase price allocation.......................................................................................................................... $ 151
Intangible assets include amounts recognized for the fair value of customer-based and technology-related assets, and will
be amortized over their estimated useful lives of approximately 14 years. The fair value of these assets was generally estimated
utilizing income and market approaches. The Company acquired Antaya utilizing cash on hand.
The pro forma effects of this acquisition would not materially impact the Company's reported results for any period
presented, and as a result no pro forma financial statements were presented.
Acquisition of Unwired Holdings, Inc.
On October 1, 2014, Delphi acquired 100% of the equity interests of Unwired Holdings, Inc., ("Unwired"), a media
connectivity module supplier to the global automotive industry, for $191 million, net of approximately $19 million for acquired
cash, excess net working capital and certain tax benefits, which are subject to certain post-closing adjustments. The results of
operations of Unwired have been included in the accompanying consolidated statements of operations from the date of
acquisition within the Electrical/Electronic Architecture segment.
The acquisition was accounted for as a business combination, with the total purchase price allocated on a preliminary
basis using information available, in the fourth quarter of 2014. The purchase price and related allocation were finalized in the
three months ended June 30, 2015, and certain adjustments were recorded to the purchase price, goodwill and other assets
purchased and liabilities assumed from the amounts disclosed as of December 31, 2014. These adjustments were not significant
for any period presented after the acquisition date. The final purchase price and related allocation are shown below (in
millions):