Philips 2007 Annual Report Download - page 180

Philips Annual Report 2007186
Respironics
On December 21, 2007, Philips and Respironics announced a denitive
merger agreement pursuant to which Philips would commence a tender
offer to acquire all of the outstanding shares of Respironics for USD
66 per share, or a total purchase price of approximately EUR 3.6 billion
(USD 5.1 billion) to be paid in cash upon completion.
Respironics, based in Murrysville, Pennsylvania, USA, is the leading provider
of innovative solutions for the global sleep therapy and respiratory markets.
The transaction is expected to close at the end of February 2008.
Genlyte
On January 22, 2008, Philips completed the purchase of all outstanding
shares of Genlyte for a total consideration of EUR 1,888 million (USD
2,747 million). This amount includes the purchase price of 331,627
shares which were acquired by Philips from August 13, 2007 to August
23, 2007 (in total USD 23 million) and the payment with respect to
Genlyte’s option plan of USD 89 million. Additionally, in connection
with the closing, Philips provided a loan to Genlyte of approximately
USD 101 million to pay off debt.
The following table summarizes a preliminary assessment of the fair
value of the assets acquired and liabilities assumed with respect to
the acquisition of Genlyte:
Preliminary, unaudited January 22, 2008
Total purchase price 1,888
Less: cash acquired (75)
Net purchase price 1,813
Allocated to:
Property, plant and equipment 193
Working capital 145
Current nancial assets 7
Deferred tax liabilities (284)
Other long-term liabilities and assets (net) (16)
Long-term debt (78)
Restructuring provision (22)
In-process R&D 14
Other intangible assets 748
Goodwill 1,106
1,813
The goodwill recognized is related mainly to the complementary
technological expertise of Genlyte’s work force and the synergies
expected to be achieved from integrating Genlyte into the Lighting
division.
Other intangible assets comprise:
Preliminary, unaudited amount
amortization
period in
years
Core technology and developed
technology/designs 100 11
Group brands 212 20
Product brands 49 10
Customer relationships 381 12
Order backlog 6 0.5
748
128 Group nancial statements
Notes to the group nancial statements
188 IFRS information 240 Company nancial statements