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Posted 06 September 2012 - 18:23
Posted 06 September 2012 - 18:24
Posted 06 September 2012 - 18:30
On August 19, 2011, AVG Technologies GER GmbH, or AVG Technologies Germany, our wholly owned subsidiary, acquired 100% of the share capital of TuneUp Software GmbH, or TuneUp, a German based provider of intelligent software tools that enable users to optimize use of their operating systems and programs. Previously, on August 17, 2011, AVG Technologies CY Limited (formerly our wholly owned subsidiary, which has since merged into our wholly owned subsidiary AVG Netherlands B.V.), or AVG Technologies CY, entered into an asset purchase agreement pursuant to which it acquired certain assets of TuneUp. The foregoing transactions are referred to below as the Acquisition. The total purchase price was approximately $45.0 million and included cash consideration of €23.9 million ($34.4 million), and contingent cash consideration of up to €10.0 million ($14.4 million), which we have estimated to have a fair value of €7.4 million ($10.6 million), which is contingent on TuneUp meeting certain EBITDA and revenue targets for the full year 2011 generated by TuneUp. We incurred acquisition-related transaction costs of $1.8 million, which will be recorded in general and administrative expenses subsequent to the Acquisition.
As part of the Acquisition and apart from the contingent cash consideration above, the former owners of TuneUp will receive shares of AVG with a total value of €11.5 million ($16.5 million), subject to their continued employment by TuneUp and other vesting conditions. We determined that this contingent equity component constitutes compensation for services and accordingly the value of the contingent equity component is not included as part of the purchase price for purposes of U.S. GAAP. We will recognize the expense relating to these shares over a four-year vesting period.
Posted 06 September 2012 - 18:36
Posted 06 September 2012 - 19:04
Posted 18 September 2012 - 17:39
Posted 03 April 2013 - 13:08
Posted 03 April 2013 - 13:11