Acquisitions (Tables)

12 Months Ended

Jun. 27, 2015

Jun. 28, 2014

Business Combination, Segment Allocation

The following table reflects the allocation by reportable segment (in millions):



Segment	Goodwill
CHC	$	1,287.4
Rx Pharmaceuticals	845.1
Specialty Sciences	200.6
Total	$	2,333.1

Business Combination, Separately Recognized Transactions

The below table indicates the final purchase price allocation for fiscal year 2013 acquisitions (in millions):



	Sergeant's		Rosemont		Velcera		All Other ⁽¹⁾
Purchase price paid	$	285.0	$	282.9	$	175.1	$	139.9
Contingent consideration	—		—		—		22.2
Total purchase consideration	$	285.0	$	282.9	$	175.1	$	162.1

Assets acquired:
Cash and cash equivalents	$	—	$	2.1	$	18.9	$	—
Accounts receivable	19.7		10.6		6.3		—
Inventories	37.7		9.6		9.7		1.3
Property and equipment	25.4		13.1		0.6		—
Goodwill	80.2		147.0		62.5		18.1
Intangible assets:
Developed product technology	66.1		114.6		—		158.1
Distribution and license agreements	1.3		3.6		116.0		—
Customer relationships	10.0		—		8.7		—
Trademarks, trade names and brands	33.0		17.3		7.6		—
Non-competition agreements	—		1.5		3.0		—
IPR&D	—		11.2		—		—
Favorable supply agreement	25.0		—		—		—
Intangible assets	135.4		148.2		135.3		158.1
Deferred tax assets	1.5		0.2		7.9		3.6
Other non-current assets	3.0		0.8		0.4		0.3
Total assets	302.9		331.6		241.6		181.4
Liabilities assumed:
Accounts payable	13.7		2.6		6.5		—
Accrued liabilities	4.2		7.6		4.8		0.5
Deferred tax liabilities	—		36.0		48.2		18.8
Other non-current liabilities	—		2.5		7.0		—
Total liabilities	17.9		48.7		66.5		19.3
Net assets acquired	$	285.0	$	282.9	$	175.1	$	162.1

The below table indicates the purchase price allocationfor our fiscal year 2014 acquisitions (in millions):



	Elan		All Other ⁽¹⁾
Purchase price paid	$	9,451.9	$	71.0
Contingent consideration	—		0.8
Total purchase consideration	$	9,451.9	$	71.8
Assets acquired:
Cash and cash equivalents	$	1,807.3	$	—
Investment securities	100.0		—
Accounts receivable	44.2		—
Inventories	—		3.0
Prepaid expenses and other current assets	27.1		—
Property and equipment	9.2		—
Goodwill	2,333.1		4.6
Intangible assets:
Trademarks, trade names and brands	—		34.8
Customer relationships	—		9.8
Non-competition agreements	—		1.8
Distribution and license agreements	5,811.0		17.8
Other intangible assets, net	5,811.0		64.2
Other non-current assets	93.4		—
Total assets	10,225.3		71.8
Liabilities assumed:
Accounts payable	2.0		—
Accrued liabilities	120.8		—
Deferred tax liabilities	631.8		—
Other non-current liabilities	18.8		—
Total liabilities	773.4		—
Net assets acquired	$	9,451.9	$	71.8

Omega, Other [Member]

business acquisition [Line Items]

Business Combination, Separately Recognized Transactions

The below table indicates the purchase price allocation for our fiscal year 2015 acquisitions (in millions):



	Omega *		All Other ^(1)*
Total purchase consideration	$	2,983.2	$	118.8
Assets acquired:
Cash and cash equivalents	$	14.7	$	4.6
Accounts receivable	264.7		11.4
Inventories	214.4		8.7
Current net deferred tax assets	6.4		0.6
Prepaid expenses and other current assets	39.2		2.7
Property and equipment	121.2		6.1
Goodwill	1,513.1		4.8
Intangible assets:
Trademarks, trade names and brands	2,427.2		4.4
Customer relationships and distribution networks	1,342.7		6.6
Formulations	—		82.0
Developed product technology	32.7		—
Other intangible assets	3,802.6		93.0
Other non-current assets	2.4		0.4
Total assets	5,978.7		132.3
Liabilities assumed:
Accounts payable	243.1		4.6
Short-term debt	24.6		—
Accrued liabilities	44.5		5.5
Payroll and related taxes	51.3		—
Accrued customer programs	39.8		—
Long-term debt	1,471.0		—
Non-current net deferred income tax liabilities	1,038.7		3.3
Other non-current liabilities	82.5		0.1
Total liabilities	2,995.5		13.5
Net assets acquired	$	2,983.2	$	118.8

Omega [Member]

business acquisition [Line Items]

Fair value of consideration transferred in business acquisition

The acquisition was a cash and stock transaction made up of the following consideration (in millions except per share data):



Perrigo ordinary shares issued	5.4
Perrigo share price at transaction close on March 30, 2015	$	167.64
Total value of Perrigo ordinary shares issued	$	904.9
Cash consideration	2,078.3
Total consideration	$	2,983.2

Schedule of acquisition-related costs



	Fiscal Year
Line item	2015
Administration	$	29.7
Interest expense, net	23.7
Other expense, net	324.0
Loss on extinguishment of debt	9.6
Total acquisition-related costs	$	387.0

Elan Corporation [Member]

business acquisition [Line Items]

Fair value of consideration transferred in business acquisition

On December 18, 2013, we acquired Elan, which led to our new corporate structure headquartered in Dublin, Ireland. We have utilized this new structure to continue to grow in our core markets and further expand outside of the U.S. The acquisition also provided us with our Tysabri^®royalty stream, enhancing our operating cash flows and diversifying our revenues, and recurring annual operational synergies, related cost reductions, and tax savings. Certain of these synergies resulted from the elimination of redundant public company costs while optimizing back-office support. The jurisdictional mix of income and the new corporate structure are expected to provide tax benefits to the worldwide structure.

The acquisition was a cash and stock transaction as follows (in millions except per share data):



Elan shares outstanding as of December 18, 2013	515.7
Exchange ratio per share	0.07636
Total Perrigo shares issued to Elan shareholders	39.4
Perrigo per share value at transaction close on December 18, 2013	$	155.34
Total value of Perrigo shares issued to Elan shareholders	$	6,117.2
Cash consideration paid at $6.25 per Elan share	3,223.2
Cash consideration paid for vested Elan stock options and share awards	111.5
Total consideration	$	9,451.9

Schedule of acquisition-related costs



	Fiscal Year
Line item	2014
Administration expense	$	108.9
Interest, net	10.0
Other expense, net	0.2
Loss on extinguishment of debt	165.8
Total acquisition-related costs	$	284.9

Fiscal 2015 acquisitions [Member]

business acquisition [Line Items]

Business Acquisition, Pro Forma Information

Our Consolidated Financial Statements include operating results from the Omega, Gelcaps, and Elan acquisitions, and the Lumara, Aspen, and Fera (Methazolomide) product acquisitions, from the date of each acquisition through June 27, 2015. Net sales and operating income attributable to the Omega, Gelcaps, and Lumara acquisitions included in our fiscal year 2015 financial statements totaled $418.2 million and $18.9 million, respectively. Net sales and operating loss attributable to the Elan, Aspen, and Fera (Methazolomide) acquisitions included in our fiscal 2014 financial statements totaled $168.5 million and $53.9 million, respectively.

The following unaudited pro forma information gives effect to the Omega, Gelcaps, and Elan acquisitions, and Lumara, Aspen, and Fera (Methazolomide) product acquisitions, as if the acquisitions had occurred on June 30, 2013 and had been included in our Results of Operations for fiscal years 2015 and 2014 (in millions):



(Unaudited)	Fiscal 2015		Fiscal 2014
Net sales	$	5,671.3	$	5,816.3
Net income	$	122.5	$	212.8

The historical consolidated financial information of Perrigo, Omega, Gelcaps, and Elan, and the acquired Lumara, Aspen, and Fera assets, has been adjusted in the pro forma information to give effect to pro forma events that are (1) directly attributable to the transactions, (2) factually supportable and (3) expected to have a continuing impact on combined results. In order to reflect the occurrence of the acquisitions on June 30, 2013 as required, the unaudited pro forma results include adjustments to reflect the incremental amortization expense to be incurred based on the current preliminary values of each acquisition's identifiable intangible and tangible assets, along with the reclassification of acquisition-related costs from the period ended June 27, 2015 to the period ended June 28, 2014. The unaudited pro forma results do not reflect future events that have occurred or may occur after the acquisitions, including but not limited to, the anticipated realization of ongoing savings from operating synergies and tax savings in subsequent periods.

The decline in the Euro relative to the U.S. dollar negatively impacted fiscal year 2015 pro forma net sales attributed to Omega. If the Euro to U.S. dollar exchange rate had remained constant from fiscal year 2014 to fiscal year 2015, pro forma net sales attributed to Omega would have increased in fiscal year 2015 by an estimated $189.3 million.