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In November 2002, the Company acquired Maybridge Chemical Holdings
Limited (“Maybridge”) and Mimotopes Pty. Limited
(“Mimotopes”). Maybridge is a United Kingdom-based
provider of organic compounds and combinatorial libraries for
use in drug discovery. Mimotopes is an Australia-based manufacturer
of custom peptides and peptide libraries used in conducting
scientific research. These acquisitions had an aggregate purchase
price of $53.2 million and were funded with cash on hand. The
results of Maybridge and Mimotopes have been included in our
domestic distribution segment from their respective dates of
acquisition.
In July 2002, the Company acquired a Netherlands-based distributor
operating under the names Retsch and Emergo, further enhancing
the Company’s position in northern Europe. Retsch and
Emergo are distributors of instruments, equipment and supplies
to the scientific research and industrial markets. The net purchase
price of $7.9 million was funded using cash on hand. The results
of Retsch and Emergo have been included in the international
distribution segment from the date of acquisition.
In April 2002, the Company acquired an additional interest in
Medical Analysis Systems, Inc. (“MAS”), increasing
the Company’s existing ownership interest in MAS, acquired
in June 2001, to 91 percent. On September 18, 2002, the Company
caused MAS to merge with and into a wholly-owned merger subsidiary
of the Company. In July 2001, the Company acquired Safety Equipment
Company (“SEC”), a distributor of safety supplies
and personal protection equipment. These acquisitions had an
aggregate purchase price of approximately $30 million. The results
of MAS and SEC have been included in the domestic distribution
segment from their respective dates of acquisition.
In November 2001, the Company acquired Cole-Parmer Instrument
Company and its affiliated companies (“Cole-Parmer”).
Cole-Parmer is a manufacturer and distributor of specialty technical
instruments, appliances, equipment and supplies. The purchase
price was $208.5 million in cash. In September 2002, the Company
finalized its third-party valuation of Cole-Parmer. As a result,
the Company adjusted the purchase price allocation to reflect
revisions to the fair values of certain assets acquired and
liabilities assumed at the date of acquisition, resulting in
a net increase to goodwill in the amount of $6.9 million. The
results of Cole-Parmer have been included in the domestic distribution
segment from the date of acquisition.
In February 2001, the Company acquired the pharmaceutical packaging
services business of Covance, which the Company renamed Fisher
Clinical Services Inc. (“FCS”). FCS enables pharmaceutical
and biotechnology customers to outsource the packaging, labeling
and distribution of new medicines undergoing Phase III and Phase
IV clinical trials. The Company paid in cash an adjusted purchase
price of approximately $133 million. The results of FCS have
been included in the domestic distribution segment from the
date of acquisition.
The following table summarizes the fair values of the assets
acquired and liabilities assumed at the date of the acquisitions
for the acquisitions completed in 2001. The acquisitions completed
during 2002 were not material to the financial position or results
of operations of the Company, and accordingly, are not presented.
The allocation of purchase price has been made based upon management
estimates and third-party valuations (in millions).
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The following unaudited pro forma financial information presents
the consolidated results of operations as if the 2001 acquisitions
described above had occurred at the beginning of 2001. No pro
forma information is required for 2002 as the results of operations
already reflect the activity of the acquisitions. The unaudited
pro forma amounts include a finance charge to reflect estimated
borrowing costs that would have been incurred had the acquisitions
occurred at the beginning of 2001. The unaudited pro forma financial
information is provided for information purposes only and does
not purport to be indicative of the Company’s results
of operations that would actually have been achieved had the
acquisitions been completed for the periods presented, or that
may be achieved in the future (in millions, except per share
amounts).
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