THE DESCARTES SYSTEMS GROUP INC.

The goodwill on the Oceanwide and Scancode acquisitions arose as a result of the value of their respective
assembled workforces and the combined strategic value to our growth plan. Goodwill of $0.1 million that relates
to our acquisition of certain of Oceanwide’s Canadian assets and liabilities is deductible for tax purposes. The
goodwill arising from the acquisitions of Oceanwide’s US operations and Scancode is not deductible for tax
purposes.
Supplemental pro forma information was impracticable to disclose as the pre-acquisition accounting for deferred
revenues and deferred income taxes is based on estimates and assumptions that would require us to retroactively
apply assumptions about management’s intent in a prior period that cannot be independently substantiated at this
time and to make significant estimates about amounts that can no longer be objectively determined.
On October 1, 2008 we acquired 100% of the outstanding shares of Dexx bvba (“Dexx”) a Belgium-based
European customs filing and logistics messaging provider. Dexx’s customs offerings help shippers, cargo carriers
and freight forwarders manage the movement and submission of customs filings and messages to a number of
customs authorities. In addition to customs services, Dexx manages the Brucargo Community System (BCS), the
cargo community system at Brussels airport. BCS provides a comprehensive range of electronic information
exchange between airlines, integrators, general sales agents, forwarding agents, ground handlers, truckers and
shippers, as well as customs and other governmental bodies. The results of operations for Dexx are included in
our consolidated statements of operations from the date acquired.
The final purchase price allocation for the business we acquired during the year ended January 31, 2009, is set out
in the following table:
Dexx
Purchase price consideration:
Cash, including cash acquired ($100) 1,748
Acquisition-related costs 189
1,937
Allocated to:
Net tangible assets acquired (liabilities assumed) (207)
Finite life intangible assets acquired:
Customer agreements and relationships 676
Existing technology 908
Trade names 111
Goodwill 449
1,937
The Dexx transaction was accounted for as a purchase in accordance with SFAS 141. The purchase price
allocation in the table above represents our estimate of the allocation of the purchase price and the fair value of
net assets acquired.
No in-process research and development was acquired or written-off relating to the Dexx transaction.
The acquired intangible assets are being amortized over their estimated useful lives as follows:
Dexx
Customer agreements and relationships 10 years
Existing technology 5 years
Trade names 3 years
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