ACQUISITIONS AND DIVESTITURES

All of the below acquisitions, with the exception of the generic Benzaclin™ product purchase, 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.

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 Year Ended December 31, 2016

Generic Benzaclin™ Product

On August 2, 2016, we purchased the remaining 60.9% product rights to a generic Benzaclin™ product ("Generic Benzaclin™"), which we had developed and marketed in collaboration with Barr Laboratories, Inc. ("Barr"), a subsidiary of Teva Pharmaceuticals, for $62.0 million in cash. In September 2007, we entered into an initial development, marketing and commercialization agreement with Barr, in which Barr contributed to the product's development costs and we developed and marketed the product in the U.S. and Israel. Under this agreement, we paid Barr a percentage of net income from the product's sales in these territories, adjusted for Barr's contributions to the product's development costs. By purchasing the remaining product rights from Barr, we are now entitled to 100% of income from sales of the product. Operating results attributable to Generic Benzaclin™ are included within our RX segment. The intangible asset acquired is a distribution and license agreement with a nine-year useful life.

Tretinoin Product Portfolio

On January 22, 2016, we acquired a portfolio of generic dosage forms and strengths of Retin-A^®(tretinoin), a topical prescription acne treatment, from Matawan Pharmaceuticals, LLC, for $416.4 million in cash ("Tretinoin Products"), which further expanded our standard topical products such as creams, lotions, gels, as well as inhalants and injections ("extended topicals") portfolio. We were the authorized generic distributor of these products from 2005 to 2013. Operating results attributable to the acquisition are included within our RX segment. The intangible assets acquired included generic product rights valued using the multi-period excess earnings method and assigned a 20-year useful life, and non-compete agreements valued using the lost income method and assigned a five-year useful life. The goodwill acquired is deductible for tax purposes.

Development-Stage Rx Products

In May 2015, we entered into an agreement with a clinical stage biotechnology company for two specialty pharmaceutical products in development ("Development-Stage Rx Products"). We paid $18.0 million for an option to acquire the two products, which was recorded in Research and Development expense. On March 1, 2016, to further invest in our specialty "prescription only" ("Rx") portfolio, we exercised the option for both products, which requires us to make contingent payments if we obtain regulatory approval and achieve certain sales milestones. We will also be obligated to make certain royalty payments over periods ranging from seven to ten years from the launch of each product.

We accounted for the option exercise as a business acquisition within our RX segment, recording IPR&D and contingent consideration on the balance sheet. The IPR&D was valued using the multi-period excess earnings method and has an indefinite useful life until such time as the research is completed (at which time it will become a definite-lived intangible asset), or is determined to have no future use (at which time it would be impaired). The contingent consideration is an estimate of the future milestone payments and royalties based on probability-weighted outcomes, sensitivity analysis, and discount rates reflective of the risk involved. The amount of contingent consideration recognized was $24.9 million and was recorded in Other non-current liabilities.

Purchase Price Allocation of Current Year Acquisitions

The purchase accounting allocations for four small product acquisitions in our CHCA, CHCI, and RX segments (included in "All Other" in the table below) were finalized during the three months ended December 31, 2016. Changes to the allocations were due to adjustments to the intangibles assets and contingent consideration valuation assumptions and were not material.

The below table indicates the purchase price allocations for acquisitions completed during the year ended December 31, 2016 (in millions):



	Tretinoin Products		Development-Stage Rx Products		All Other⁽¹⁾
	Tretinoin Products		Development-Stage Rx Products		Restated
Purchase price paid	$	416.4	$	—	$	17.1
Contingent consideration	—		24.9		26.2
Total purchase consideration	$	416.4	$	24.9	$	43.3

Assets acquired:
Cash and cash equivalents	$	—	$	—	$	3.8
Accounts receivable	—		—		4.9
Inventories	1.4		—		7.1
Prepaid expenses and other current assets	—		—		0.1
Property, plant and equipment	—		—		1.2
Goodwill	1.7		—		—
Definite-lived intangibles:
Distribution and license agreements, supply agreements	—		—		1.8
Developed product technology, formulations, and product rights	411.0		—		18.0
Customer relationships and distribution networks	—		—		8.2
Non-compete agreements	2.3		—		—
Indefinite-lived intangibles:
In-process research and development	—		24.9		4.9
Total intangible assets	$	413.3	$	24.9	$	32.9
Total assets	$	416.4	$	24.9	$	50.0
Liabilities assumed:
Accounts payable	$	—	$	—	$	2.8
Accrued liabilities	—		—		0.1
Long-term debt	—		—		3.3
Net deferred income tax liabilities	—		—		0.5
Total liabilities	$	—	$	—	$	6.7
Net assets acquired	$	416.4	$	24.9	$	43.3


(1)	Consists of four product acquisitions in our CHCA, CHCI and RX segments

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 in cash. Entocort^®is a gastroenterology medicine for patients with mild to moderate Crohn's disease. The acquisition complemented our Rx portfolio. Operating results attributable to the acquisition are included within our RX segment. The intangible assets acquired included branded and authorized generic product rights with useful lives of 10 and 15 years, respectively, which were valued using 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 CHCI segment's 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 CHCI 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 completed our acquisition of 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 CHCA 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 Product Portfolio

On August 28, 2015, we completed our acquisition of a portfolio of well-established OTC brands from GlaxoSmithKline Consumer Healthcare (“GSK Products”). This acquisition further leveraged our European market share and expanded our product offerings. The assets were purchased through an all-cash transaction valued at €200.0 million ($223.6 million). Operating results attributable to the acquired GSK Products are included primarily in the CHCI segment. The intangible assets acquired included trademarks with a 20-year useful life 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 CHCI segment.

Purchase Price Allocation of Acquisitions Completed During the Six Months Ended December 31, 2015

The purchase accounting allocations for the Entocort^®and GSK Products acquisitions were finalized during the three months ended April 2, 2016. Changes to the allocations were due to adjustments to the intangible asset valuation assumptions and were not material. The purchase accounting for all other prior year acquisitions was final as of December 31, 2015.

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



	Entocort^®		Naturwohl		ScarAway^®		GSK Products		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


⁽¹⁾	Consists of eight product development acquisitions in our CHCA, CHCI and RX segments.

Acquisitions Completed During the Year Ended June 27, 2015

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

On May 12, 2015, we completed our acquisition of 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 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 CHCA 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 three months ended June 27, 2015. In addition, property, plant and equipment was written up by $0.9 million to its 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, and expanding our international management presence.

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 per 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 agreed to indemnify us for certain potential future losses. The Sellers’ indemnification and other obligations to us under the Share Purchase Agreement are secured by up to €120.9 million ($127.2 million as of December 31, 2016) in cash that has been escrowed and 1.08 million of our ordinary shares, which are both being held in escrow to secure such obligations. 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. On December 16, 2016, we commenced an arbitral claim against the Sellers in connection with the Sellers' obligations to us under the Share Purchase Agreement. The fact of the claim has been made public, but the proceedings otherwise remain confidential. The sellers deny liability, refer to Note 16 for additional information.

The operating results attributable to Omega are included in the CHCI segment. We incurred general transaction costs (legal, banking and other professional fees), financing fees, and debt extinguishment charges in connection with the Omega acquisition. 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):



	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 the 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, in our CHCI segment. We utilized the multi-period excess earnings method to value the indefinite-lived brands, the definite-lived brands, and distribution network. We utilized the relief from royalty method to value the developed product technology and definite-lived trade name. The weighted-average useful life of all intangible assets acquired is 20.6 years. See Note 3 for further detail on Goodwill and Other Intangible Assets.

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 three months 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 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; there were no measurement period adjustments to the Lumara opening balance sheet. Measurement period adjustment made to the Omega opening balance sheet are shown below. In addition, Omega opening balance sheet adjustments made in connection with the restatement described in Note 1 are included in the Restated June 27, 2015 and December 31, 2015 balances and the Restated measurement period adjustments shown below.



	June 27, 2015		Measurement Period Adjustments			December 31, 2015
	June 27, 2015		Measurement Period Adjustments			December 31, 2015
	Restated		Restated			Restated
Accounts receivable	$	227.4	$	(4.5	)	$	222.9
Inventories	$	288.9	$	(11.9	)	$	277.0
Property and equipment	$	121.2	$	9.6		$	130.8
Goodwill	$	1,269.6	$	419.1		$	1,688.7
Intangible assets:
Developed product technology, formulations, and product rights	$	36.9	$	(5.5	)	$	31.4
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	$	3,806.8	$	(427.8	)	$	3,379.0
Accrued liabilities	$	50.0	$	(0.7	)	$	49.3
Net deferred income tax liabilities	$	771.1	$	14.4		$	785.5
Other non-current liabilities	$	88.9	$	(29.0	)	$	59.9

The measurement period 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 year ended June 27, 2015. See Note 3 for further detail on Goodwill and Other Intangible Assets.

The restatement adjustments impacting the Omega purchase accounting were due primarily to the BCH Belgium Distribution Contracts described in Note 1 and taxes. See Note 1 for further detail on the restatement.

The below table indicates the purchase price allocation for acquisitions completed during the year ended June 27, 2015 (in millions):



	Gelcaps		Omega Restated*		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		222.9		2.9
Inventories	7.2		277.0		1.5
Prepaid expenses and other current assets	2.1		51.2		0.4
Property and equipment	6.0		130.8		0.1
Goodwill	6.0		1,688.7		—
Definite-lived intangibles:
Developed product technology, formulations, and product rights	—		31.4		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		3,379.0		82.0
Other non-current assets	0.4		2.4		—
Total assets	44.6		5,766.7		86.9
Liabilities assumed:
Accounts payable	3.3		225.0		—
Short-term debt	—		112.6		—
Accrued liabilities	1.6		49.3		3.9
Payroll and related taxes	—		51.3		—
Accrued customer programs	—		28.9		—
Long-term debt	—		1,471.0		—
Net deferred income tax liabilities	1.4		785.5		—
Other non-current liabilities	0.4		59.9		—
Total liabilities	6.7		2,783.5		3.9
Net assets acquired	$	37.9	$	2,983.2	$	83.0

* Includes opening balance sheet adjustments made as part of the restatement described in Note 1.

Acquisitions Completed During the 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 CHCI portfolio internationally. Operating results attributable to the acquired Aspen products are included in the CHCI 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 the Tysabri^®royalty stream, enhancing our investing cash flows, 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 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 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):



	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

Through the Elan acquisition we acquired rights to a royalty agreement with Biogen Idec Inc. ("Biogen"), in which we are entitled to royalty payments from Biogen based on its Tysabri^® revenues in all indications and geographies. The royalty was 12% for the 12-month period ended May 1, 2014, and for periods subsequent to May 1, 2014, 18% on annual sales up to $2.0 billion and 25% on annual sales above $2.0 billion. See Note 1 and Note 6 for further details on how we account for this asset.

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* Restated
CHCA	$	1,287.4
RX	845.1
Specialty Sciences	199.5
Total	$	2,332.0

* Includes opening balance sheet adjustment made as part of the restatement described in Note 1.

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

The purchase price allocations for acquisitions completed during the year ended June 28, 2014 are final. We finalized the purchase price allocation for Elan during the 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 allocationsfor acquisitions completed during the year ended June 28, 2014 (in millions):



	Elan* Restated		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	40.6		—
Inventories	—		3.0
Prepaid expenses and other assets	38.1		—
Property and equipment	9.2		—
Tysabri^® royalty stream - at fair value	5,800.0		—
Goodwill	2,332.0		4.6
Definite-lived intangibles:
Distribution and license agreements, supply agreements	—		17.8
Customer relationships and distribution networks	—		9.8
Trademarks, trade names, and brands	—		34.8
Non-compete agreements	—		1.8
Total intangible assets	—		64.2
Other non-current assets	93.4		—
Total assets	10,220.6		71.8
Liabilities assumed:
Accounts payable	2.0		—
Accrued liabilities	115.5		—
Deferred tax liabilities	632.4		—
Other non-current liabilities	18.8		—
Total liabilities	768.7		—
Net assets acquired	$	9,451.9	$	71.8

* Includes opening balance sheet adjustments made as part of the restatement described in Note 1.


⁽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 year ended June 28, 2014 for $7.2 million in cash, which is reflected in the financing section of the consolidated statement of cash flows for the year end June 28, 2014. 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 Tretinoin Products, Entocort^®, Naturwohl, GSK Products, ScarAway^®, Omega, Gelcaps, and Lumara acquisitions, as well as from three small product acquisitions, from the date of each acquisition through December 31, 2016. Net sales and operating income attributable to acquisitions completed in the current year and included in our financial statements totaled $85.3 million and $45.1 million, respectively, for the year ended December 31, 2016. 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 year ended June 27, 2015 totaled $418.2 million and $18.9 million, respectively.

The following unaudited pro forma information gives effect to the Tretinoin Products, Entocort^®, Naturwohl, GSK Products, ScarAway^®, Omega, Gelcaps, Lumara acquisitions, as well as four small product acquisitions, as if the acquisitions had occurred on the first day of the year ended June 27, 2015 and had been included in our Results of Operations for all periods presented thereafter (in millions):



	Year Ended			Six Months Ended		Year Ended
	December 31, 2016			December 31, 2015		June 27, 2015
(Unaudited)	December 31, 2016			Restated		Restated
Net sales	$	5,288.6		$	2,748.8	$	5,682.5
Net income (loss)	$	(4,011.0	)	$	81.0	$	250.2

The historical consolidated financial information of Perrigo, and the Tretinoin Products, Entocort^®, Naturwohl, GSK Products, ScarAway^®, Omega, Gelcaps, and Lumara acquisitions and the four small product 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 the first day of the year ended June 28, 2014 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, 2016 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.

The decline in the euro relative to the U.S. dollar negatively impacted pro forma net sales attributed to Omega for the year ended June 27, 2015. If the euro to U.S. dollar exchange rate had remained constant from the year ended June 28, 2014 to the year ended June 27, 2015, pro forma net sales attributed to Omega would have increased by an estimated $189.3 million (unaudited) for the year ended June 27, 2015.

Divestitures Completed During the Year Ended December 31, 2016

On August 5, 2016, we completed the sale of our U.S. Vitamins, Minerals, and Supplements ("VMS") business within our CHCA segment to International Vitamins Corporation ("IVC") for $61.8 million inclusive of an estimated working capital adjustment. The assets and liabilities related to this sale were classified as held-for-sale at December 31, 2015. Prior to closing the sale, we determined that the carrying value of the VMS business exceeded its fair value less the cost to sell, resulting in an impairment charge of $6.2 million, which was recorded in Impairment charges on the Condensed Consolidated Statements of Operations during the year ended December 31, 2016.