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63
TOSHIBA Annual Report 2013
28. BUSINESS COMBINATIONS
Vital Images, Inc.
On April 27, 2011 (U.S. Eastern Standard Time), Toshiba Medical Systems Corporation (“TMSC”), a consolidated subsidiary
of the Company, and Vital Images, Inc. (“VITAL”), a leading provider of advanced visualization and analysis software,
entered into a definitive agreement pursuant to which a subsidiary of TMSC (“Merger Sub”) would acquire all of the
outstanding shares of VITAL for $18.75 per share. In response to the commencement of the take-over bid, approximately
86.7% of the outstanding shares of VITAL were validly tendered in the offering period. In addition, Merger Sub exercised
its option to purchase additional shares directly from VITAL, resulting in the acquisition of more than 90% of the
outstanding shares. On June 16, 2011 (Eastern Standard Time), Merger Sub merged with VITAL, and on the same date,
remaining shares were converted into the right to receive cash. As a result, VITAL has become a wholly owned subsidiary
of TMSC. This transaction will allow TMSC to significantly strengthen its Imaging Solutions business by integrating
technologies of TMSC and VITAL to meet the global demand for advanced visualization and imaging informatics provided
to healthcare professionals and healthcare IT providers.
The Group allocated the purchase price to the assets acquired and liabilities assumed in accordance with ASC No.805.
The following table summarizes the allocation of the purchase price to the identifiable assets acquired and liabilities
assumed as of the acquisition date:
As of the acquisition date Millions of yen
Purchase price ¥ 22,105
Current assets ¥ 10,910
Non-current assets 2,091
Intangible assets subject to amortization 4,159
Current liabilities 2,269
Total identifiable net assets acquired ¥ 14,891
Identifiable intangible assets acquired mainly consist of customer relationships. The Group is amortizing the intangible
assets over a weighted-average estimated life of 8.0 years.
The excess of the purchase price over the fair value of the identifiable assets acquired and liabilities assumed, amounted
to ¥7,214 million, which was recorded as goodwill and allocated to Social Infrastructure. Among the factors that
contributed to the recognition of goodwill were the efforts of dedicated sales force and the strong relationships
developed with hospitals, university medical schools and distribution partners.
Operating results of VITAL are included in the Company's consolidated statement of income from the acquisition date.
These amounts are not significant.