Acquisitions (Tables)

9 Months Ended

Oct. 01, 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, plant 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 the CHC, BCH, and Rx segments

The below table indicates the purchase price allocation for acquisitions completed in the current year (in millions):



	Tretinoin Products		Development-Stage Rx Products		All Other⁽¹⁾*
Purchase price paid	$	416.4	$	—	$	26.6
Contingent consideration	—		24.9		30.6
Total purchase consideration	$	416.4	$	24.9	$	57.2

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 and equipment	—		—		1.2
Goodwill	1.7		—		0.2
Definite-lived intangibles:
Distribution and license agreements, supply agreements	—		—		3.4
Developed product technology, formulations, and product rights	411.0		—		28.0
Customer relationships and distribution networks	—		—		8.2
Non-compete agreements	2.3		—		—
Indefinite-lived intangibles:
In-process research and development	—		24.9		7.0
Total intangible assets	$	413.3	$	24.9	$	46.6
Total assets	$	416.4	$	24.9	$	63.9
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	$	57.2

* Opening balance sheet is preliminary


(1)	Consists of four product acquisitions in the CHC and Rx segments

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 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

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 nine months ended September 26, 2015 (in millions):



	Nine Months Ended
Line item	September 26, 2015
Administration	$	18.1
Interest expense, net	18.7
Other expense, net	258.2
Total acquisition-related costs	$	295.0

Pro Forma Information

The following unaudited pro forma information gives effect to the Tretinoin Products, Entocort^®, Naturwohl, GSK Products, ScarAway^®, Omega, and Gelcaps acquisitions, as well as four small product acquisitions, as if the acquisitions had occurred on the first day of the nine months ended September 26, 2015 and had been included in our Results of Operations for all periods presented thereafter (in millions):



	Three Months Ended					Nine Months Ended
	October 1, 2016			September 26, 2015		October 1, 2016			September 26, 2015
(Unaudited)	Restated			Restated		Restated			Restated
Net sales	$	1,266.3		$	1,358.3	$	3,957.4		$	4,165.4
Net income (loss)	$	(1,589.9	)	$	290.3	$	(2,651.9	)	$	296.0