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F- 17
5. BUSINESS ACQUISITIONS
2011 Acquisitions
Acquisition of Athena Diagnostics
On April 4, 2011, the Company completed its acquisition of Athena Diagnostics (“Athena”) in an all-cash transaction
valued at $740 million. Athena is the leading provider of advanced diagnostic tests related to neurological conditions.
Through the acquisition, the Company acquired all of Athena's operations. The Company financed the all-cash
purchase price of $740 million and related transaction costs with a portion of the net proceeds from the Company's 2011 Senior
Notes Offering. For the year ended December 31, 2011, transaction costs of $8 million were recorded in selling, general and
administrative expenses. See Note 13 for further discussion of the 2011 Senior Notes Offering.
The acquisition of Athena was accounted for under the acquisition method of accounting. As such, the assets acquired
and liabilities assumed are recorded based on their estimated fair values as of the closing date. The consolidated financial
statements include the results of operations of Athena subsequent to the closing of the acquisition.
The following table summarizes the consideration paid for Athena and the amounts of assets acquired and liabilities
assumed at the acquisition date:
Fair Values
as of
April 4, 2011
Cash and cash equivalents $—
Accounts receivable 18
Other current assets 13
Property, plant and equipment 3
Intangible assets 220
Goodwill 564
Total assets acquired 818
Current liabilities 8
Non-current deferred income taxes 70
Total liabilities assumed 78
Net assets acquired $ 740
The acquired amortizable intangible assets are being amortized over their estimated useful lives as follows:
Fair Values
Weighted
Average
Useful Life
Technology $ 93 16 years
Non-compete agreement 37 4 years
Tradename 35 10 years
Customer relationships 21 20 years
Informatics database 34 10 years
$ 220
Of the amount allocated to goodwill and intangible assets, approximately $42 million is deductible for tax purposes.
All of the goodwill acquired in connection with the Athena acquisition has been allocated to the Company's DIS business.
QUEST DIAGNOSTICS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
(in millions unless otherwise indicated)