Quarterly report pursuant to Section 13 or 15(d)

Business Combinations (Tables)

v3.10.0.1
Business Combinations (Tables)
6 Months Ended
Jun. 30, 2018
Business Combinations [Abstract]  
Schedule of Business Acquisitions by Acquisition, Consideration
The following table summarizes the fair value of purchase price consideration to acquire Exar (in thousands):
 
 
Amount
 
 
 
Cash (1)
 
$
688,114

Fair value of vested stock-based awards assumed (2)
 
4,613

Total
 
$
692,727

__________________
(1) 
Cash consideration paid includes 51,953,635 shares ultimately tendered at $13.00 per share, or an aggregate total of $675.4 million, plus $12.7 million of cash paid to settle certain outstanding stock-based awards which were not assumed by MaxLinear in the merger.

(2)
MaxLinear assumed certain of Exar's outstanding stock-based awards as part of the merger, and estimated the fair value of such assumed stock-based awards. The portion allocated to purchase price consideration represents the vested assumed stock-based awards. The fair value of the MaxLinear equivalent stock options included in stock-based awards assumed was estimated using the Black-Scholes valuation model utilizing certain assumptions. Such assumptions are based on MaxLinear’s best estimates, which impact the fair value of the options calculated under the Black-Scholes methodology and, ultimately, the total consideration recorded for the acquisition.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following is the allocation of purchase price as of the May 12, 2017 closing date under the acquisition method of accounting. The purchase price allocation is based upon an estimate of the fair value of the assets acquired and the liabilities assumed by MaxLinear in the acquisition (in thousands):
Description
Amount
Purchase price allocation:
 
Cash
$
235,810

Accounts receivable
11,363

Inventory
48,536

Prepaid and other current assets
2,288

Property and equipment
3,442

Identifiable intangible assets
249,500

Deferred tax assets
7,955

Other assets
5,434

Accounts payable
(12,385
)
Accrued expenses and other current liabilities
(11,264
)
Accrued compensation
(5,253
)
Other long-term liabilities
(3,030
)
Identifiable net assets acquired
532,396

Goodwill
160,331

Total purchase price
$
692,727

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination
The following table presents details of the identified intangible assets acquired of Exar:
 
 
Estimated Useful Life (in years)
 
Fair Value (in thousands)
Developed technology
 
7.0
 
$
120,900

Trademarks and tradenames
 
6.0
 
12,100

Customer-related intangible
 
5.0
 
96,300

Product backlog
 
0.5
 
3,600

Finite-lived intangible assets
 
6.0
 
232,900

In-process research and development
 
N/A
 
16,600

Total intangible assets
 
 
 
$
249,500