Medtronic 2015 Annual Report Download - page 93

Medtronic plc
Notes to Consolidated Financial Statements (Continued)
The historical consolidated financial information of the Company and Covidien has been adjusted in the pro forma information
to give effect to pro forma events that are (1) directly attributable to the transaction, (2) factually supportable, and (3) expected
to have a continuing impact on the combined results. In order to reflect the occurrence of the acquisition on April 27, 2013 as
required, the unaudited pro forma results include adjustments to reflect, among other things, the amortization of the inventory
step-up, the incremental intangible asset amortization to be incurred based on the preliminary values of each identifiable
intangible asset, and interest expense from debt financing obtained to fund the cash consideration transferred. Pro forma
adjustments were tax-effected at the Company’s statutory rate. These pro forma amounts are not necessarily indicative of the
results that would have been obtained if the acquisition had occurred as of the beginning of the period presented or that may
occur in the future, and does not reflect future synergies, integration costs, or other such costs or savings.
Other Fiscal Year 2015 Acquisitions
The fair values of the assets acquired and liabilities assumed from other acquisitions during fiscal year 2015 are as follows:
(in millions)
NGC Medical
S.p.A.
Sapiens Steering
Brain
Stimulation All Other Total
Other current assets $ 55 $ 3 $ 12 $ 70
Property, plant, and equipment 15 1 2 18
IPR&D — 30 41 71
Other intangible assets 159 — 157 316
Goodwill 197 170 105 472
Other assets 3 3 50 56
Total assets acquired 429 207 367 1,003
Current liabilities 34 4 6 44
Long-term deferred tax liabilities, net 51 — 66 117
Other liabilities 4 — — 4
Total liabilities assumed 89 4 72 165
Net assets acquired $ 340 $ 203 $ 295 $ 838
Sophono, Inc.
On March 26, 2015, the Company acquired Sophono, Inc. (Sophono), a privately-held developer and manufacturer of minimally
invasive, transcutaneous bone conduction hearing implants. Total consideration for the transaction was approximately $17
million, which included an upfront payment of $6 million and the estimated fair value of revenue-based contingent
consideration of $11 million. Based upon a preliminary acquisition valuation, the Company acquired $11 million of technology-
based intangible assets with an estimated useful life of 13 years at the time of the acquisition, $2 million of IPR&D, and $5
million of goodwill. The acquired goodwill is not deductible for tax purposes.
Diabeter
On March 26, 2015, the Company acquired Diabeter, an innovative Netherlands-based diabetes clinic and research center
dedicated to providing comprehensive and individualized care for children and young adults with diabetes. Total consideration
for the transaction was approximately $10 million. Based upon a preliminary acquisition valuation, the Company acquired $9
million of goodwill. The acquired goodwill is not deductible for tax purposes.
NGC Medical S.p.A
On August 26, 2014, the Company acquired NGC Medical S.p.A. (NGC), a privately-held Italian company that offers a broad
suite of hospital managed services. Total consideration for this transaction was approximately $340 million. Medtronic had
previously invested in NGC and held a 30 percent ownership position in that company. Net of this ownership position, the
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