Medtronic 2012 Annual Report Download - page 71

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$113 million. We had previously invested in PEAK and held an 18.9 percent ownership position in the
company. In connection with the acquisition of PEAK, we recognized a gain on our previously-held
investment of $6 million, which was recorded within acquisition-related items in the consolidated statement
of earnings in the second quarter of fiscal year 2012. Net of this ownership position, the transaction value
was approximately $96 million.
Fiscal Year 2011
On January 13, 2011, we acquired privately-held Ardian. We had previously invested in Ardian and
held an 11.3 percent ownership position. Ardian develops catheter-based therapies to treat uncontrolled
hypertension and related conditions. Total consideration for the transaction was $1.020 billion which includes
the estimated fair value of revenue-based contingent consideration of $212 million. The terms of the
transaction included an up-front cash payment of $717 million, excluding our pro-rata share in Ardian, plus
potential future commercial milestone payments equal to the annual revenue growth beginning in fiscal
year 2012 through the end of our fiscal year 2015. We recognized a gain of $85 million on our previously-
held investment, which was recorded within acquisition-related items in the consolidated statement of
earnings in the third quarter of fiscal year 2011.
On November 16, 2010, we acquired Osteotech. Osteotech develops innovative biologic products for
regenerative medicine. Under the terms of the agreement, we paid shareholders $6.50 per share in cash for
each share of Osteotech common stock that they owned. Total consideration for the transaction was
approximately $123 million.
On August 12, 2010, we acquired ATS Medical. ATS Medical is a leading developer, manufacturer, and
marketer of products and services focused on cardiac surgery, including heart valves and surgical
cryoablation technology. Under the terms of the agreement, ATS Medical shareholders received $4.00 per
share in cash for each share of ATS Medical common stock that they owned. Total consideration for the
transaction was approximately $394 million which included the assumption of existing ATS Medical debt
and acquired contingent consideration.
On June 2, 2010, we acquired substantially all of the assets of Axon, a privately-held company. Prior to
the acquisition, we distributed a large portion of Axon’s products. This acquisition has helped us bring to
market the next generation of surgeon-directed and professionally supported spinal and cranial
neuromonitoring technologies and expand the availability of these technologies. Total consideration for the
transaction, net of cash acquired, was $62 million, which included the settlement of existing Axon debt.
Fiscal Year 2010
On April 21, 2010, we acquired Invatec, a developer of innovative medical technologies for the
interventional treatment of cardiovascular disease. Under the terms of the agreement, the transaction
included an initial up-front payment of $350 million, which included the assumption and settlement of
existing Invatec debt. The agreement also included potential additional payments of up to $150 million
contingent upon achievement of certain revenue and product development milestones. During fiscal year
2012 , we paid an aggregate of $141 million upon achievement of these milestones.
The pro forma impact of the above acquisitions was not significant, individually or in the aggregate, to
our results for the fiscal years ended April 27, 2012, April 29, 2011, or April 30, 2010. The results of operations
related to each company acquired have been included in our consolidated statements of earnings since the
date each company was acquired.
In addition to the acquisitions above, we periodically acquire certain tangible or intangible assets from
enterprises that do not otherwise qualify for accounting as a business combination. These transactions are
largely reflected in the consolidated statements of cash flows as a component of investing activities under
purchases of intellectual property.
New Accounting Pronouncements
Information regarding new accounting pronouncements is included in Note 1 to the consolidated
financial statements in “Item 8. Financial Statements and Supplementary Data” in this Annual Report on
Form 10-K.
54