Medtronic 2013 Annual Report Download - page 28

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Table of Contents
will be successful or will not materially adversely affect our consolidated results of operations, financial condition, and/or cash
flows.
Fiscal Year 2013
On November 1, 2012, we acquired Kanghui. Kanghui is a Chinese manufacturer and distributor of orthopedic products in trauma,
spine, and joint reconstruction. Total consideration for the transaction was approximately $816 million. The total value of the
transaction, net of Kanghui's cash, was approximately $797 million.
Fiscal Year 2012
On August 31, 2011, we acquired Salient Surgical Technologies, Inc. (Salient). Salient develops and markets devices for haemostatic
sealing of soft tissue and bone incorporating advanced energy technology. Salient’s devices are used in a variety of surgical
procedures including orthopedic surgery, spine, open abdominal, and thoracic procedures. Total consideration for the transaction
was approximately $497 million. We had previously invested in Salient and held an 8.9 percent ownership position in the company.
In connection with the acquisition of Salient, we recognized a gain on our previously-held investment of $32 million, which was
recorded within acquisition-related items in the consolidated statements of earnings in the second quarter of fiscal year 2012. Net
of this ownership position, the transaction value was approximately $452 million.
On August 31, 2011, we acquired PEAK Surgical, Inc. (PEAK). PEAK develops and markets tissue dissection devices incorporating
advanced energy technology. Total consideration for the transaction was approximately $113 million. We had previously invested
in PEAK and held an 18.9 percent ownership position in the company. In connection with the acquisition of PEAK, we recognized
a gain on our previously-held investment of $6 million, which was recorded within acquisition-related items in the consolidated
statements of earnings in the second quarter of fiscal year 2012. Net of this ownership position, the transaction value was
approximately $96 million.
Fiscal Year 2011
On January 13, 2011, we acquired privately-held Ardian, Inc. (Ardian). We had previously invested in Ardian and held an 11.3
percent ownership position. Ardian develops catheter-based therapies to treat uncontrolled hypertension and related conditions.
Total consideration for the transaction was $1.020 billion which includes the estimated fair value of revenue-based contingent
consideration of $212 million. The terms of the transaction included an upfront cash payment of $717 million, excluding our pro-
rata share in Ardian, plus potential future commercial milestone payments equal to the annual revenue growth beginning in fiscal
year 2012 through the end of our fiscal year 2015. We recognized a gain of $85 million on our previously-held investment, which
was recorded within acquisition-related items in the consolidated statements of earnings in the third quarter of fiscal year 2011.
On November 16, 2010, we acquired Osteotech, Inc. (Osteotech). Osteotech develops innovative biologic products for regenerative
medicine. Under the terms of the agreement, we paid shareholders $6.50 per share in cash for each share of Osteotech common
stock that they owned. Total consideration for the transaction was approximately $123 million.
On August 12, 2010, we acquired ATS Medical, Inc. (ATS Medical). ATS Medical is a leading developer, manufacturer, and
marketer of products and services focused on cardiac surgery, including heart valves and surgical cryoablation technology. Under
the terms of the agreement, ATS Medical shareholders received $4.00 per share in cash for each share of ATS Medical common
stock that they owned. Total consideration for the transaction was approximately $394 million which included the assumption of
existing ATS Medical debt and acquired contingent consideration.
On June 2, 2010, we acquired substantially all of the assets of Axon Systems, Inc. (Axon), a privately-held company. Prior to the
acquisition, we distributed a large portion of Axon’s products. This acquisition has helped us bring to market the next generation
of surgeon-directed and professionally supported spinal and cranial neuromonitoring technologies, thereby expanding the
availability of these technologies. Total consideration for the transaction, net of cash acquired, was $62 million, which included
the settlement of existing Axon debt.
Patents and Licenses
We rely on a combination of patents, trademarks, copyrights, trade secrets, and non-disclosure and non-competition agreements
to establish and protect our proprietary technology. We have filed and obtained numerous patents in the U.S. and abroad, and
regularly file patent applications worldwide in our continuing effort to establish and protect our proprietary technology. U.S.
patents typically have a 20-year term from the application date while patent protection outside the U.S. varies from country to
country. In addition, we have entered into exclusive and non-exclusive licenses relating to a wide array of third-party technologies.
We have also obtained certain trademarks and tradenames for our products to distinguish our genuine products from our competitors’
products, and we maintain certain details about our processes, products, and strategies as trade secrets. Our efforts to protect our
intellectual property and avoid disputes over proprietary rights have included ongoing review of third-party patents and patent
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