fair market value of Centerplus’s net assets

When Zimmer Holdings purchased the common stock of Centerplus AG, a Swiss manufacturer of medical devices, for $3.4 billion, the fair market value of the assets acquired and liabilities assumed was estimated to be $2.3 billion and $1 billion, respectively.
a. Compute the goodwill acquired in the transaction.
b. Discuss why Zimmer paid significantly more for Centerplus than was indicated by the fair market value of Centerplus’s net assets.