XML 46 R10.htm IDEA: XBRL DOCUMENT v3.3.1.900
Acquisitions
6 Months Ended
Dec. 31, 2015
Business Combinations [Abstract]  
Acquisitions
All of the below acquisitions have been accounted for under the acquisition method of accounting based on our analysis of the acquired inputs and processes, and the related assets acquired and liabilities assumed were recorded at fair value as of the acquisition date.

Fair value estimates are based on a complex series of judgments about future events and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets and liabilities assumed, as well as asset lives, can materially impact our results of operations. For those acquisitions for which the purchase price allocation is preliminary, we will continue to refine the allocation during the measurement period. As we obtain the information to finalize our purchase accounting assessments, it is reasonably possible that there will be changes in the valuation of assets acquired and liabilities assumed that may have a material impact on our results of operations and financial position.

The effects of all of the acquisitions described below were included in the Consolidated Financial Statements prospectively from the date of each acquisition. Unless otherwise indicated, acquisition costs incurred were immaterial and were recorded in Administration expense.

Acquisitions Completed During the Six Months Ended December 31, 2015

Entocort® 

On December 15, 2015, we completed our acquisition of Entocort® (budesonide) capsules, as well as the authorized generic capsules, for sale within the U.S., from AstraZeneca plc for $380.2 million cash. Entocort® is a gastroenterology medicine for patients with mild to moderate Crohn's disease and the acquisition complemented our Rx portfolio. Operating results attributable to the acquisition are included within our Rx segment. The intangible assets included the branded and authorized generic products classified as developed product technology with useful lives of seven and 15 years, respectively. The intangible assets were valued with the multi-period excess earnings method.

Naturwohl Pharma GmbH

On September 15, 2015, we completed our acquisition of 100% of Naturwohl Pharma GmbH ("Naturwohl"), a Munich, Germany-based nutritional business known for its leading German dietary supplement brand, Yokebe®. The acquisition built on our BCH segment's leading OTC product portfolio and European commercial infrastructure. The assets were purchased through an all-cash transaction valued at €133.5 million ($150.4 million). Operating results attributable to Naturwohl are included in the BCH segment. The intangible assets acquired included a trademark with a 20-year useful life, customer relationships with a 15-year useful life, non-compete agreements with a three-year useful life, and a licensing agreement with a three-year useful life. We utilized the relief from royalty method for valuing the trademark, the multi-period excess earnings method for valuing the customer relationships, and the lost income method for valuing the non-compete agreements and the licensing agreement. The goodwill acquired is not deductible for tax purposes.

ScarAway® 
    
On August 28, 2015, we acquired ScarAway®, a leading U.S. OTC scar management brand portfolio comprised of five products, from Enaltus, LLC, for $26.7 million in cash. This acquisition served as our entry into the niche branded OTC business in the U.S. Operating results attributable to ScarAway® are included in the CHC segment. The intangible assets acquired included a trademark with a 25-year useful life, non-compete agreements with a four-year useful life, developed product technology with an eight-year useful life, and customer relationships with a 15-year useful life. We utilized the relief from royalty method for valuing the trademark and developed product technology, the multi-period excess earnings method for valuing the customer relationships, and the lost income method for valuing the non-compete agreements. The goodwill acquired is deductible for tax purposes.

GlaxoSmithKline Consumer Healthcare
    
On August 28, 2015, we completed the acquisition of a portfolio of well-established OTC brands from GlaxoSmithKline Consumer Healthcare (“GSK”). This acquisition further leveraged our European market share and expands our product offerings. The assets were purchased through an all-cash transaction valued at €200.0 million ($223.6 million). Operating results attributable to GSK are included primarily in the BCH segment. The intangible assets acquired included trademarks with 20-year useful lives and customer relationships with a 15-year useful life. We utilized the relief from royalty method for valuing the trademarks and the multi-period excess earnings method for valuing the customer relationships. The goodwill acquired is deductible for tax purposes and recorded primarily in the BCH segment.

Purchase Price Allocation of Current Period Acquisitions

The Entocort® and GSK opening balance sheets are preliminary and are based on valuation information, estimates, and assumptions available at December 31, 2015. As we finalize the fair value estimates of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period. Intangible assets have not yet been finalized for either the Entocort® or GSK acquisitions as we are still evaluating the valuation assumptions. All other acquisitions completed during the six months ended December 31, 2015 are final.

The below table indicates the purchase price allocation for acquisitions completed during the six months ended December 31, 2015 (in millions):
 
Entocort®*
 
Naturwohl
 
ScarAway®
 
GSK*
 
All Other(1)
Purchase price paid
$
380.2

 
$
150.4

 
$
26.7

 
$
223.6

 
$
15.3

Contingent consideration

 

 

 

 
13.9

Total purchase consideration
$
380.2

 
$
150.4

 
$
26.7

 
$
223.6

 
$
29.2

 
 
 
 
 
 
 
 
 
 
Assets acquired:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$

 
$
4.6

 
$

 
$

 
$

Accounts receivable

 
3.3

 

 

 

Inventories
0.2

 
1.5

 
1.0

 

 

Goodwill

 
61.0

 
3.5

 
32.6

 

Definite-lived intangibles:
 
 
 
 
 
 
 
 
 
Distribution and license agreements, supply agreements

 
21.4

 

 

 

Developed product technology, formulations, and product rights
380.0

 

 
0.5

 

 

Customer relationships and distribution networks

 
25.9

 
9.8

 
61.5

 

Trademarks, trade names, and brands

 
64.2

 
11.4

 
129.5

 

Non-compete agreements

 
0.3

 
0.5

 

 

Indefinite-lived intangibles:
 
 
 
 
 
 
 
 
 
In-process research and development

 

 

 

 
29.2

Total intangible assets
380.0

 
111.8

 
22.2

 
191.0

 
29.2

Total assets
380.2

 
182.2

 
26.7

 
223.6

 
29.2

Liabilities assumed:
 
 
 
 
 
 
 
 
 
Accounts payable

 
2.8

 

 

 

Accrued liabilities

 
1.6

 

 

 

Net deferred income tax liabilities

 
27.4

 

 

 

Total liabilities

 
31.8

 

 

 

Net assets acquired
$
380.2

 
$
150.4

 
$
26.7

 
$
223.6

 
$
29.2


*
Opening balance sheet is preliminary.
(1) 
Consists of eight product acquisitions in our CHC, BCH and Rx segments.

Acquisitions Completed During the Fiscal Year Ended June 27, 2015

Gelcaps Exportadora de Mexico, S.A. de C.V.

On May 12, 2015, we acquired 100% of Gelcaps Exportadora de Mexico, S.A. de C.V. ("Gelcaps"), the Mexican operations of Durham, North Carolina-based Patheon Inc., for $37.9 million in cash. The purchase price was adjusted during the six months ended December 31, 2015 to account for working capital adjustments with the seller. The acquisition added softgel manufacturing technology to our supply chain capabilities and broadened our presence, product portfolio, and customer network in Mexico. Operating results attributable to Gelcaps are included in the CHC segment. The intangible assets acquired included a trademark with a 25-year useful life and customer relationships with a 20-year useful life. We utilized the relief from royalty method for valuing the trademark and the multi-period excess earnings method for valuing the customer relationships.

Based on valuation estimates utilizing the comparative sales method, a step-up in the value of inventory of $0.6 million was recorded in the opening balance sheet, which was charged to cost of goods sold during the six months ended December 31, 2015. In addition, property, plant and equipment were written up by $0.9 million to their estimated fair market value based on a valuation method that included both the cost and market approaches. This additional step-up in value is being depreciated over the estimated remaining useful lives of the assets. The goodwill recorded is not deductible for tax purposes.

Omega Pharma Invest N.V.

On March 30, 2015, we completed our acquisition of Omega, a limited liability company incorporated under the laws of Belgium. Omega was a leading European OTC company, and is providing us several key benefits, including advancing our growth strategy outside the U.S. by providing access across a larger global platform with critical mass in key European countries, establishing commercial infrastructure in the high barrier-to-entry European OTC marketplace, strengthening our product portfolio while enhancing scale and distribution, enhancing our financial profile, and expanding our international management capabilities.

We purchased 95.77% of the issued and outstanding share capital of Omega (685,348,257 shares) from Alychlo N.V. (“Alychlo”) and Holdco I BE N.V., together with Alychlo, the “Sellers”), limited liability companies incorporated under the laws of Belgium under the terms of the Share Purchase Agreement dated November 6, 2014 (the "Share Purchase Agreement"). Omega holds the remaining 30,243,983 shares as treasury shares.

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



The cash consideration shown in the above table was financed by a combination of debt and equity. We issued $1.6 billion of debt as described in Note 10, and issued 6.8 million ordinary shares, which raised $999.3 million net of issuance costs.

The Sellers have agreed to indemnify us for certain potential future losses. The Sellers’ indemnification and other obligations to us under the Share Purchase Agreement are secured up to €248.0 million ($277.0 million). Under the terms of the Share Purchase Agreement, Alychlo and its affiliates are subject to a three-year non-compete in Europe, and the Sellers are subject to a two-year non-solicit, in each case subject to certain exceptions. The Share Purchase Agreement contains other customary representations, warranties, and covenants of the parties thereto.

The operating results attributable to Omega are included in the BCH segment. We incurred costs in connection with the Omega acquisition related to general transaction costs (legal, banking and other professional fees), financing fees, and debt extinguishment. The amounts recorded were not allocated to a reporting segment. The table below details the acquisition costs, as well as losses on hedging activities associated with the acquisition purchase price, and where they were recorded (in millions):
 
 
Fiscal Year Ended
Line item
 
June 27, 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



See Note 8 for further details on losses on Omega-related hedging activities shown above in Other expense, net, and Note 10 for details on the loss on extinguishment of debt.

We acquired the following intangible assets: indefinite-lived brands, a definite-lived trade name with an eight-year useful life, definite-lived brands with a 22-year useful life, a distribution network with a 21-year useful life, and developed product technology with useful lives ranging from four to 13 years. We also recorded goodwill, which is not deductible for tax purposes and represents the value we assigned to the expected synergies described above, and was recorded in our BCH segment. We utilized the multi-period excess earnings method for the indefinite-lived brands, the definite-lived brands, and distribution network. We utilized the relief from royalty method for the developed product technology and definite-lived trade name.

Based on valuation estimates utilizing the comparative sales method, a step-up in the value of inventory of $15.1 million was recorded in the opening balance sheet and was charged to cost of goods sold during the fourth quarter of the fiscal year ended June 27, 2015. In addition, property, plant and equipment were written up $41.5 million to their estimated fair market value based on a valuation method that included both the cost and market approaches. This additional step-up in value is being depreciated over the estimated remaining useful lives of the assets. Additionally, the fair value of the debt assumed on the date of acquisition exceeded par value by $101.9 million, which was recorded as part of the carrying value of the underlying debt and will be amortized as a reduction of interest expense over the remaining terms of the respective debt instruments. For more information on the debt we assumed from Omega and our subsequent payments on the debt, see Note 10.

Lumara Health, Inc.

On October 31, 2014, we acquired a portfolio of women's healthcare products from Lumara Health, Inc., ("Lumara") a privately-held, Chesterfield, Missouri-based specialty pharmaceutical company, for cash consideration of $83.0 million. The acquisition of this portfolio further expanded our women's healthcare product offerings. Operating results attributable to the acquired Lumara products are included in the Rx segment. The intangible assets acquired consisted of three product formulations with useful lives ranging from eight to 12 years. The assets were valued utilizing the multi-period excess earnings method.

Purchase Price Allocation of Acquisitions Completed During the Fiscal Year Ended June 27, 2015

The Gelcaps, Omega, and Lumara opening balance sheets are final. Measurement period adjustments to the Gelcaps opening balance sheet were not material and the Lumara opening balance sheet was finalized prior to June 27, 2015. Since the initial valuation, revisions to the Omega allocation were as follows:
 
June 27,
2015
 
Measurement Period Adjustments
 
December 31,
2015
Accounts receivable
$
264.7

 
$
(4.6
)
 
$
260.1

Inventories
$
214.4

 
$
(11.9
)
 
$
202.5

Property and equipment
$
121.2

 
$
9.6

 
$
130.8

Goodwill
$
1,513.1

 
$
387.3

 
$
1,900.4

Intangible assets:
 
 
 
 
 
Developed product technology, formulations, and product rights
$
32.7

 
$
(5.5
)
 
$
27.2

Customer relationships and distribution networks
1,342.7

 
(286.4
)
 
1,056.3

Definite-lived trademarks, trade names, and brands
282.0

 
5.5

 
287.5

Indefinite-lived trademarks, trade names, and brands
2,145.2

 
(141.4
)
 
2,003.8

Total intangible assets
$
3,802.6

 
$
(427.8
)
 
$
3,374.8

Accrued liabilities
$
44.5

 
$
(0.6
)
 
$
43.9

Net deferred income tax liabilities
$
1,032.3

 
$
(17.8
)
 
$
1,014.5

Other non-current liabilities
$
82.5

 
$
(29.0
)
 
$
53.5



The changes in the Omega purchase accounting were due primarily to refinements in the underlying valuation assumptions for the intangible assets, including updates to the allocations of projected cash flows to the intangible assets and the related jurisdictional tax rates that were used in those projections, the accounting of intangible assets as definite-lived versus indefinite-lived assets, and finalization of the related deferred taxes. Valuation adjustments made during the measurement period resulted in a $10.2 million reduction of amortization expense (recorded primarily in Selling expense) for the six months ended December 31, 2015 that related to the fiscal year ended June 27, 2015.


The below table indicates the purchase price allocation for acquisitions completed during the fiscal year ended June 27, 2015 (in millions):
 
Gelcaps
 
Omega
 
Lumara
Total purchase consideration
$
37.9

 
$
2,983.2

 
$
83.0

Assets acquired:
 
 
 
 
 
Cash and cash equivalents
$
4.6

 
$
14.7

 
$

Accounts receivable
7.3

 
260.1

 
2.9

Inventories
7.2

 
202.5

 
1.5

Prepaid expenses and other current assets
2.1

 
39.2

 
0.4

Property and equipment
6.0

 
130.8

 
0.1

Goodwill
6.0

 
1,900.4

 

Definite-lived intangibles:
 
 
 
 
 
Developed product technology, formulations, and product rights

 
27.2

 
82.0

Customer relationships and distribution networks
6.6

 
1,056.3

 

Trademarks, trade names, and brands

 
287.5

 

Indefinite-lived intangibles:
 
 
 
 
 
Trademarks, trade names, and brands
4.4

 
2,003.8

 

Total intangible assets
11.0

 
3,374.8

 
82.0

Other non-current assets
0.4

 
2.4

 

Total assets
44.6

 
5,924.9

 
86.9

Liabilities assumed:
 
 
 
 
 
Accounts payable
3.3

 
243.1

 

Short-term debt

 
24.6

 

Accrued liabilities
1.6

 
43.9

 
3.9

Payroll and related taxes

 
51.3

 

Accrued customer programs

 
39.8

 

Long-term debt

 
1,471.0

 

Net deferred income tax liabilities
1.4

 
1,014.5

 

Other non-current liabilities
0.4

 
53.5

 

Total liabilities
6.7

 
2,941.7

 
3.9

Net assets acquired
$
37.9

 
$
2,983.2

 
$
83.0



Acquisitions Completed During the Fiscal Year Ended June 28, 2014

Aspen Global Inc.

On February 28, 2014, we acquired a basket of value-brand OTC products sold in Australia and New Zealand from Aspen Global Inc. ("Aspen"). The acquisition of this product portfolio broadened our product offering in Australia and New Zealand and furthered our strategy to expand the CHC portfolio internationally. Operating results attributable to the acquired Aspen products are included in the CHC segment.
    
The intangible assets acquired consisted of trademarks and trade names, customer relationships, and non-compete agreements. Customer relationships were assigned a 15-year useful life. Trademarks and trade names were assigned a 25-year useful life and non-compete agreements were assigned a five-year useful life. Goodwill is deductible for tax purposes.

Fera Pharmaceuticals, LLC

On February 18, 2014, we acquired a distribution and license agreement for the marketing and sale of Methazolomide from Fera Pharmaceuticals, LLC ("Fera"), a privately-held specialty pharmaceutical company. The acquisition of this agreement further expanded our ophthalmic offerings. Operating results attributable to this agreement are included in the Rx segment. The intangible asset acquired was assigned a 15-year useful life.

Elan Corporation, plc

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



In addition, we paid cash consideration of $16.1 million to the Elan stock option and share award holders for the unvested portion of their awards. This amount was charged to earnings during the fiscal year ended June 28, 2014.

At the completion of the transaction, the holder of each Elan ordinary share and each Elan American Depositary Share received $6.25 in cash and 0.07636 of a Perrigo ordinary share. As a result of the transaction, based on the number of outstanding shares of Perrigo and Elan as of December 18, 2013, former Perrigo and Elan shareholders held approximately 71% and 29%, respectively, of Perrigo's ordinary shares immediately after giving effect to the acquisition.

The operating results for Elan are included in the Specialty Sciences segment. During the fiscal year ended June 28, 2014, we incurred and expensed acquisition-related costs, which were not allocated to a reporting segment. The costs related primarily to general transaction costs (legal, banking and other professional fees), financing fees, and debt extinguishment. See Note 10 for further details on the loss on extinguishment of debt.

The table below details these transaction costs and where they were recorded (in millions):
 
 
Fiscal Year Ended
Line item
 
June 28, 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



We acquired two definite-lived intangible assets in the acquisition, both of which are exclusive technology agreements:
    
Tysabri®: We are entitled to royalty payments from Biogen Idec Inc. ("Biogen") based on its Tysabri® revenues in all indications and geographies. The royalty was 12% for the 12-month period ended May 1, 2014. Subsequent to May 1, 2014, we are entitled to 18% royalty payments on annual sales up to $2.0 billion and 25% royalty payments on annual sales above $2.0 billion. The asset was assigned a value of $5.8 billion and a useful life of 20 years.

Prialt®: We are also entitled to royalty payments based on Prialt® revenues. The royalty rates range from 7% to 17.5% based on specific levels of annual U.S. sales. The asset was assigned a value of $11.0 million and a useful life of 10 years.

Additionally, we recorded $2.3 billion of goodwill which represents the expected synergies of the combined company, as described above. The goodwill is not deductible for tax purposes. The following table reflects the allocation by reportable segment (in millions):
Segment
 
Goodwill
CHC
 
$
1,287.4

Rx
 
845.1

Specialty Sciences
 
200.6

Total
 
$
2,333.1



Purchase Price Allocation of Acquisitions Completed During the Fiscal Year Ended June 28, 2014

The purchase price allocations for acquisitions completed during the fiscal year ended June 28, 2014 are final. We finalized the purchase price allocation for Elan during the fiscal year ended June 27, 2015. Since June 28, 2014, revisions included a $13.0 million decrease in net tax-related liabilities, resulting in a corresponding decrease in goodwill.

The below table indicates the purchase price allocation for acquisitions completed during the fiscal year ended June 28, 2014 (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

Definite-lived intangibles:
 
 
 
Distribution and license agreements, supply agreements
5,811.0

 
17.8

Customer relationships and distribution networks

 
9.8

Trademarks, trade names, and brands

 
34.8

Non-compete agreements

 
1.8

Total intangible assets
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



(1) 
Includes opening balance sheet of the Aspen and Fera (Methazolomide) product acquisitions.

Vedants Drug & Fine Chemicals Private Limited

To further improve the long-term cost position of its API business, on August 6, 2009, we acquired an 85% stake in Vedants Drug & Fine Chemicals Private Limited ("Vedants"), an API manufacturing facility in India, for $11.5 million in cash. We purchased the remaining 15% stake in Vedants during the fiscal year ended June 28, 2014 for $7.2 million in cash. The transaction was accounted for as an equity transaction and resulted in the elimination of the noncontrolling interest.

Actual and Unaudited Pro Forma Impact of Acquisitions

Our Consolidated Financial Statements include operating results from the Entocort®, Naturwohl, GSK, ScarAway®, Omega, Gelcaps, Lumara, Aspen, Fera (Methazolomide), and Elan acquisitions, from the date of each acquisition through December 31, 2015. Net sales and operating income attributable to the Entocort®, Naturwohl, ScarAway®, and GSK acquisitions included in our financial statements for the six months ended December 31, 2015 totaled $51.0 million and $20.6 million, respectively. Net sales and operating income attributable to the Omega, Gelcaps, and Lumara acquisitions included in our financial statements for the fiscal year ended June 27, 2015 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 financial statements for the fiscal year ended June 28, 2014 totaled $168.5 million and $53.9 million, respectively.

The following unaudited pro forma information gives effect to the Entocort®, Naturwohl, GSK, ScarAway®, Omega, Gelcaps, Lumara, Aspen, Fera (Methazolomide), and Elan acquisitions, as if the acquisitions had occurred on June 30, 2013 and had been included in our Results of Operations for all periods presented thereafter (in millions):
 
Six Months Ended
 
Fiscal Year Ended
(Unaudited)
December 31, 2015
 
June 27, 2015
 
June 28, 2014
Net sales
$
2,852.4

 
$
5,971.9

 
$
6,200.0

Net income
$
38.3

 
$
214.8

 
$
374.6



The historical consolidated financial information of Perrigo, and the Entocort®, Naturwohl, GSK, ScarAway®, Omega, Gelcaps, Lumara, Aspen, Fera (Methazolomide), and Elan acquisitions, 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 values of each acquisition's identifiable intangible and tangible assets, along with the reclassification of acquisition-related costs from the period ended December 31, 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 pro forma net sales attributed to Omega for the fiscal year ended June 27, 2015. If the euro to U.S. dollar exchange rate had remained constant from the fiscal year ended June 28, 2014 to the fiscal year ended June 27, 2015, pro forma net sales attributed to Omega would have increased by an estimated $189.3 million (unaudited) for the fiscal year ended June 27, 2015.

Acquisitions Completed During the Fiscal Year Ended June 29, 2013

Fera Pharmaceuticals, LLC

On June 17, 2013, we acquired an ophthalmic sterile ointment and solution product portfolio from Fera. The acquisition of this product portfolio expanded our ophthalmic offerings and position within the Rx extended topical space. Operating results attributable to this agreement are included in the Rx segment. The intangible assets were assigned a 15-year useful life. Goodwill is deductible for tax purposes.     

Velcera, Inc.

On April 1, 2013, we completed the acquisition of 100% of the shares of privately-held Velcera, Inc. ("Velcera"). Velcera, through its FidoPharm subsidiary, was a leading companion pet health product company committed to providing consumers with best-in-class companion pet health products that contain the same active ingredients as branded veterinary products, but at a significantly lower cost. FidoPharm products, including the PetArmor® flea and tick products, are available at major retailers nationwide, offering consumers the benefits of convenience and cost savings to ensure the highest quality care for their pets. The acquisition helped establish our animal health category. The operating results for Velcera are included in the CHC segment.

The intangible assets acquired consisted of a distribution and license agreement, customer relationships, trade name and trademarks, and non-compete agreements. The distribution and license agreement was assigned a 10-year useful life. The customer relationships were assigned a 20-year useful life, the trademarks and trade names were assigned a 25-year useful life, and the non-compete agreements were assigned a three-year useful life. Goodwill is not deductible for tax purposes.

Rosemont Pharmaceuticals Ltd.

On February 11, 2013, we acquired 100% of the shares of privately-held Rosemont Pharmaceuticals Ltd. ("Rosemont"). Based in Leeds, U.K., Rosemont was a specialty and generic prescription pharmaceutical company focused on the manufacturing and marketing of oral liquid formulations. The acquisition expanded our Rx product offering into the U.K. and Europe. The operating results for Rosemont are included in the Rx segment.

The intangible assets acquired consisted of developed product technology, IPR&D, trademarks and trade names, distribution and license agreements, and non-compete agreements. The developed product technology has a useful life of seven years. IPR&D is considered to have an indefinite life until such time as the research is completed (at which time it becomes a definite-lived intangible asset) or is determined to have no future use (at which time it is impaired). The trademarks and trade names were assigned an indefinite useful life. The distribution and license agreements were assigned a 14-year useful life and the non-compete agreements were assigned a three-year useful life. Goodwill is not deductible for tax purposes.

Cobrek Pharmaceuticals, Inc.
    
On December 28, 2012, we acquired the remaining 81.5% interest of Cobrek Pharmaceuticals, Inc. ("Cobrek"), a privately-held drug development company, for $42.0 million in cash. In May 2008, we acquired the initial 18.5% minority stake in Cobrek for $12.6 million in conjunction with entering into a product development collaborative agreement focused on generic pharmaceutical foam dosage form products. As of the acquisition date, the partnership had successfully yielded two commercialized foam-based products and had an additional two U.S. Food and Drug Administration ("FDA") approved foam-based products, both of which were launched during the fiscal year ended June 29, 2013. Cobrek derived its earnings stream primarily from exclusive technology agreements, which were assigned useful lives of 12 years. The Cobrek acquisition further strengthened our position in foam-based technologies for existing and future U.S. Rx products. Goodwill is not deductible for tax purposes.

Sergeant's Pet Care Products, Inc.

On October 1, 2012, we completed the acquisition of substantially all of the assets of privately-held Sergeant's Pet Care Products, Inc. ("Sergeant's"). Sergeant's was a leading supplier of animal health products, including flea and tick remedies, health and well-being products, natural and formulated treats, and consumable products. The acquisition expanded our CHC product portfolio into the animal health category.

The intangible assets acquired include developed product technology, trademarks and trade names, favorable supply agreements, customer relationships, and non-compete agreements. The developed product technology was assigned a 10-year useful life; trademarks and trade names have an indefinite useful life; the favorable supply agreements were assigned a seven-year useful life; customer relationships were assigned a 20-year useful life; and non-compete agreements were assigned useful lives ranging from one to three years. Goodwill is not deductible for tax purposes.

At the time of the acquisition, a step-up in the value of inventory of $7.7 million was recorded in the opening balance sheet as assets acquired based on valuation estimates and was charged to cost of sales during the fiscal year ended June 29, 2013 as the acquired inventory was sold. In addition, property, plant and equipment were written up by $6.1 million to their estimated fair market value based on a valuation method that included both the cost and market approaches. This additional step-up in value is being depreciated over the estimated remaining useful lives of the assets.

Purchase Price Allocation of Acquisitions Completed During the Fiscal Year Ended June 29, 2013

The purchase price allocations for all acquisitions completed during the fiscal year ended June 29, 2013 are final. The below table indicates the final purchase price allocation for each acquisition (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

Definite-lived intangibles:
 
 
 
 
 
 
 
Distribution and license agreements, supply agreements
25.0

 
3.6

 
116.0

 

Developed product technology, formulations, and product rights
66.1

 
114.6

 

 
158.1

Customer relationships and distribution networks
10.0

 

 
8.7

 

Trademarks, trade names, and brands

 

 
7.6

 

Non-compete agreements
1.3

 
1.5

 
3.0

 

Indefinite-lived intangibles:
 
 
 
 
 
 
 
Trademarks, trade names, and brands
33.0

 
17.3

 

 

In-process research and development

 
11.2

 

 

Total 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



(1) 
Includes opening balance sheet of the Cobrek acquisition and Fera product acquisition.

We have completed our obligation under the contingent portion of the Fera purchase price shown above as of December 31, 2015. Payments towards the contingent consideration totaled $18.3 million during the fiscal year ended June 27, 2015 and $6.7 million during the fiscal year ended June 28, 2014. The difference between the initial contingent consideration recorded as part of the purchase price and the payments represents the change in the fair value of the contingent consideration, which was recorded to Other expense, net each quarter.