Acquisitions (Tables)

3 Months Ended

Apr. 02, 2016

The below table indicates the purchase price allocation for acquisitions completed during the year ended December 31, 2015 (in millions):



	Entocort^®		Naturwohl		ScarAway^®		GSK Products		Gelcaps		Omega* Restated		All Other⁽¹⁾
Purchase price paid	$	380.2	$	150.4	$	26.7	$	223.6	$	37.9	$	2,983.2	$	15.3
Contingent consideration	—		—		—		—		—		—		13.9
Total purchase consideration	$	380.2	$	150.4	$	26.7	$	223.6	$	37.9	$	2,983.2	$	29.2

Assets acquired:
Cash and cash equivalents	$	—	$	4.6	$	—	$	—	$	4.6	$	14.7	$	—
Accounts receivable	—		3.3		—		—		7.3		222.9		—
Inventories	0.2		1.5		1.0		—		7.2		277.0		—
Prepaid expenses and other current assets	—		—		—		—		2.1		51.2		—
Property and equipment	—		—		—		—		6.0		130.8		—
Goodwill	—		61.0		3.5		32.6		6.0		1,688.7		—
Definite-lived intangibles:
Distribution and license agreements, supply agreements	—		21.4		—		—		—		—		—
Developed product technology, formulations, and product rights	380.0		—		0.5		—		—		31.4		—
Customer relationships and distribution networks	—		25.9		9.8		61.5		6.6		1,056.3		—
Trademarks, trade names, and brands	—		64.2		11.4		129.5		—		287.5		—
Non-compete agreements	—		0.3		0.5		—		—		—		—
Indefinite-lived intangibles:
Trademarks, trade names, and brands	—		—		—		—		4.4		2,003.8		—
In-process research and development	—		—		—		—		—		—		29.2
Total intangible assets	380.0		111.8		22.2		191.0		11.0		3,379.0		29.2
Other non-current assets	—		—		—		—		0.4		2.4		—
Total assets	380.2		182.2		26.7		223.6		44.6		5,766.7		29.2
Liabilities assumed:
Accounts payable	—		2.8		—		—		3.3		225.0		—
Short-term debt	—		—		—		—		—		112.6		—
Accrued liabilities	—		1.6		—		—		1.6		49.3		—
Payroll and related taxes	—		—		—		—		—		51.3		—
Accrued customer programs	—		—		—		—		—		28.9		—
Long-term debt	—		—		—		—		—		1,471.0		—
Net deferred income tax liabilities	—		27.4		—		—		1.4		785.5		—
Other non-current liabilities	—		—		—		—		0.4		59.9		—
Total liabilities	—		31.8		—		—		6.7		2,783.5		—
Net assets acquired	$	380.2	$	150.4	$	26.7	$	223.6	$	37.9	$	2,983.2	$	29.2


⁽¹⁾	Consists of eight product acquisitions in our CHC, BCH and Rx segments.

The below table indicates the purchase price allocation for the above-mentioned acquisitions as of April 2, 2016 (in millions):



	Tretinoin Products*		Development-Stage Rx Products*
Purchase price paid	$	416.4	$	—
Contingent consideration	—		29.5
Total purchase consideration	$	416.4	$	29.5

Assets acquired:
Inventories	$	1.4	$	—
Goodwill	1.7		0.5
Definite-lived intangibles:
Developed product technology, formulations, and product rights	411.0		—
Non-compete agreements	2.3		—
Indefinite-lived intangibles:
In-process research and development	—		29.0
Total intangible assets	413.3		29.0
Total assets	$	416.4	$	29.5

* Opening balance sheet is preliminary

Cash and Stock Consideration

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

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 for the three months ended March 28, 2015 (in millions):



	Three months ended
Line item	March 28, 2015
Administration	$	2.0
Interest expense, net	18.7
Other expense, net	258.2
Total acquisition-related costs	$	278.9

Pro Forma Information

The following unaudited pro forma information gives effect to the Tretinoin Products, Entocort^®, Naturwohl, GSK Products, ScarAway^®, Omega, and Gelcaps acquisitions, and two small product acquisitions, as if the acquisitions had occurred on the first day of the three months ended March 28, 2015 and had been included in our Results of Operations for all periods presented thereafter (in millions):



	Three Months Ended
	April 2, 2016			March 28, 2015
(Unaudited)	Restated			Restated
Net sales	$	1,350.6		$	1,295.4
Net loss	$	(527.7	)	$	(2.7	)