Yahoo 2011 Annual Report Download - page 81

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Transactions completed in 2009
Maktoob. On November 11, 2009, the Company acquired Maktoob.com, Inc. (“Maktoob”), a leading online
portal in the Middle East. The Company believed the acquisition of Maktoob would accelerate the Company’s
growth in the Middle East through Maktoob’s existing strong position in the region and the ability to deliver
users a compelling local experience by combining Maktoob’s experienced team with Yahoo!’s scalable
technology and products. The purchase price exceeded the fair value of the net tangible and identifiable
intangible assets acquired from Maktoob and as a result, the Company recorded goodwill in connection with this
transaction. Under the terms of the agreement, the Company acquired all of the equity interests (including all
outstanding options) in Maktoob. Maktoob stockholders and vested optionholders were paid in cash, and
outstanding Maktoob unvested options were assumed. Assumed options are exercisable for shares of Yahoo!
common stock.
The total purchase price of $164 million consisted of cash consideration. In connection with the acquisition, the
Company issued stock-based awards valued at $1 million which was recognized as stock-based compensation
expense over a period of up to two years.
The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was
as follows (in thousands):
Cash acquired ...................................................................... $ 830
Other tangible assets acquired ......................................................... 6,219
Amortizable intangible assets:
Customer contracts and related relationships .......................................... 1,900
Developed technology and patents .................................................. 13,100
Trade name, trademark, and domain name ........................................... 4,400
Goodwill .......................................................................... 140,958
Total assets acquired ............................................................ 167,407
Liabilities assumed .................................................................. (2,970)
Total ......................................................................... $164,437
The amortizable intangible assets have useful lives not exceeding five years and a weighted average useful life of
five years. No amounts have been allocated to in-process research and development and $141 million has been
allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible
and identifiable intangible assets acquired and is not deductible for tax purposes. The goodwill recorded in
connection with this acquisition is included in the EMEA segment.
Other Acquisitions—Business Combinations. During the year ended December 31, 2009, the Company acquired
two other companies, which were accounted for as business combinations. The total purchase price for these
acquisitions was $30 million. The total cash consideration of $30 million less cash acquired of $2 million
resulted in a net cash outlay of $28 million. Of the total purchase price, $16 million was allocated to goodwill,
$16 million to amortizable intangible assets, $2 million to tangible assets, $2 million to cash acquired, and $6
million to net assumed liabilities. Goodwill represents the excess of the purchase price over the fair value of the
net tangible and intangible assets acquired and is not deductible for tax purposes.
The Company’s business combinations completed in 2009 did not have a material impact on the Company’s
consolidated financial statements, and therefore pro forma disclosures have not been presented.
Transactions completed in 2010
All Acquisitions—Business Combinations. During the year ended December 31, 2010, the Company acquired
four companies, which were accounted for as business combinations. The total purchase price for these
acquisitions was $159 million. The total cash consideration of $159 million less cash acquired of $2 million
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