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Repair Windows errors before they cause bigger problemsFix Now →Fix the driver behind crashes, sound loss and screen glitchesFind Drivers →Clear out junk files and repair common Windows errorsFree Scan →Symantec agreed to buy Clearwell Systems on May 19, 2011, and completed the acquisition on June 24. The announced price was approximately $390 million net of Clearwell’s cash; Symantec later reported $392 million in total consideration on a different accounting basis. Symantec said the acquisition would strengthen its eDiscovery, archiving, and backup offerings.
What Clearwell Systems did
Clearwell was a privately held provider of eDiscovery solutions. eDiscovery tools help organizations find, preserve, and review electronically stored information for legal matters and investigations. Symantec intended to combine Clearwell’s capabilities with its existing archiving and backup products as part of a broader information-management offering.
How the acquisition unfolded
| Date | Milestone |
|---|---|
| May 19, 2011 | Symantec announced a definitive agreement to acquire Clearwell, subject to customary closing conditions, including regulatory approval. |
| June 6, 2011 | The Federal Trade Commission’s transaction records show early termination granted for transaction 20110922, listing Symantec as the acquiring party and Clearwell Systems as the acquired party. |
| June 24, 2011 | Symantec announced that it had completed the acquisition of all Clearwell voting equity interests. |
Why the price is reported as both $390 million and $392 million
Symantec’s May 2011 announcement described the expected purchase price as approximately $390 million, net of cash acquired. In its later filing covering the completed transaction, Symantec reported $392 million in total consideration: $364 million in cash net of $20 million in cash acquired, plus $8 million in assumed stock options. These are different descriptions and accounting bases, not necessarily conflicting estimates: the announcement gave an approximate net-of-cash price, while the later figure itemized total consideration, including the assumed options.
What Symantec recorded for the purchase
Symantec’s fiscal 2013 Form 10-K reported the following purchase-price allocation, in millions of dollars:
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| Purchase-accounting item | Amount |
|---|---|
| Net tangible assets | $33 million |
| Intangible assets | $154 million |
| Goodwill | $268 million |
| Net tax liabilities | −$63 million |
| Total purchase price | $392 million |
The filing identifies customer relationships, developed technology, and trade names among the acquired intangible assets. Symantec attributed the goodwill primarily to expected synergies from integrating Clearwell’s offerings with its existing products. This is the company’s purchase-accounting explanation, not evidence by itself that the expected synergies were ultimately achieved.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What the early integration record shows—and does not show
For the three and six months ended September 30, 2011, Symantec reported approximately $20 million in Clearwell revenue. In the same quarter, the company said information-management growth was driven in part by backup solution sales and the integration of acquired Clearwell eDiscovery products. That company-reported context does not establish that Clearwell caused broader segment growth.
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In a February 2012 results release, Symantec said tighter technical integration between Enterprise Vault and the Clearwell eDiscovery Platform was on schedule. The company described intended customer benefits as protecting information, setting retention policies, and streamlining eDiscovery. These contemporary updates document the planned integration; they do not, on their own, establish the acquisition’s long-term product or financial results.
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