8. Acquisition
On January 15, 2014, Corning completed a series of strategic and financial agreements with Samsung Display, previously announced on October 22, 2013, to acquire the remaining 50% of the common shares of Samsung Corning Precision Materials. As a result of these transactions, Corning is the owner of 100% of the common shares of Samsung Corning Precision Materials. We have not completed our accounting for the acquisition by the date of the filing of our 2013 Form 10-K, and, therefore, have not included detailed disclosure in this note. Refer to Note 21 (Subsequent Events) for additional details on the transaction.
There were no significant acquisitions for the year ended December 31, 2013.
On October 31, 2012, Corning acquired all of the shares of Discovery Labware, Inc. and Plasso Technology Limited and certain other assets (collectively referred to as “Purchased Assets”) from Becton Dickinson and Company for approximately $739 million. The Purchased Assets constitute a business; therefore, the acquisition was accounted for as a business combination. The business, referred to as Discovery Labware, designs, manufactures, markets and supplies cell culture, other laboratory reagents, core and advanced consumables for basic and applied research for life scientists, clinical researchers, and laboratory professionals globally.
The purchase price of the acquisition was allocated to the net tangible and other intangible assets acquired, with the remainder recorded as goodwill on the basis of fair value as follows (in millions):
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Inventory and other current assets
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$
|
74
|
|
Fixed Assets
|
|
81
|
|
Other intangible assets
|
|
279
|
|
Net tangible and intangible assets
|
$
|
434
|
|
Purchase price
|
|
739
|
|
Goodwill (1)
|
$
|
305
|
|
(1)
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The goodwill recognized is deductible for U.S. income tax purposes. The goodwill was allocated to the Life Sciences segment.
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Goodwill is primarily related to the value of the Discovery Labware product portfolio and distribution network and its combination with Corning’s existing life sciences platform, as well as synergies and other intangibles that do not qualify for separate recognition. Other intangible assets consist mainly of distributor relationships, trademark and trade names and are amortized over a useful life of 20 years. Acquisition-related costs of $22 million in the twelve months ended December 31, 2012 included costs for legal, accounting, valuation and other professional services and were included in selling, general and administrative expense in the Consolidated Statements of Income. Supplemental pro forma information was not provided because the purchased assets are not material to Corning’s consolidated financial statements.
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