6. Acquisitions

On October 1, 2012, the Company acquired all of the issued and outstanding capital stock of Avid Health, Inc. (“Avid Health”) for $652.3 million, which is subject to adjustment based on the closing working capital of Avid Health and its subsidiaries. The Company financed the acquisition with a combination of proceeds from an underwritten public offering of $400 million aggregate principal amount of 2.875% Senior Notes due 2022, the issuance of commercial paper and cash.

Avid Health is a leader in the dietary supplement category that includes vitamins and minerals, and the acquisition brings a new growth platform in this category. The acquisition is also consistent with the Company’s strategy of strengthening the business by adding number one or number two brands in areas of high growth potential. Once the business is fully integrated, the Company expects to leverage its distribution network, operating discipline and support functions. Avid Health’s annual sales for the twelve months ended June 2012 were approximately $230 million. These dietary supplement brands will be managed principally within the Consumer Domestic segment.

On November 8, 2011, the Company acquired a license for certain oral care technology for cash consideration of $4.3 million. The Company paid for the acquisition from available cash. The technology is managed principally within the Consumer Domestic segment.

On June 28, 2011, the Company acquired the BATISTE dry shampoo brand from Vivalis Limited for cash consideration of $64.8 million. The Company paid for the acquisition from available cash. BATISTE annual sales were approximately $20.0 million before the acquisition. The BATISTE brand is managed within the Consumer International segment.

On December 21, 2010, the Company acquired the FELINE PINE cat litter brand from Nature’s Earth Products, Inc. for cash consideration of $46.0 million. FELINE PINE annual net sales were approximately $20.0 million before the acquisition. The acquired brand complemented the existing ARM & HAMMER cat litter business. The FELINE PINE brand is managed principally within the Consumer Domestic segment.

On September 2, 2010, the Company acquired certain oral care technology for cash consideration of $10.0 million. The oral care technology is managed principally within the Consumer Domestic segment.

On June 4, 2010, the Company acquired the SIMPLY SALINE nasal saline moisturizer brand from Blairex Laboratories, Inc. for cash consideration of $70.0 million. SIMPLY SALINE annual net sales were approximately $20.0 million before the acquisition. The SIMPLY SALINE brand is managed principally within the Consumer Domestic segment.

The preliminary fair value of the net assets acquired in 2012 for Avid Health and the fair values of the assets acquired in 2011 and 2010 are as follows:


	2012
(In millions)	Avid Health
Inventory	$	38.5
Account Receivables, net		29.6
Other current assets		1.9
Property, plant and equipment		33.4
Tradenames and other intangibles		376.9
Goodwill		345.4

Total Assets	$	825.7
Other current liabilities		(19.3	)
Deferred income taxes		(154.1	)

Purchase Price	$	652.3


	2011
(In millions)	Batiste		Oral Care Technology License		Total
Inventory	$	1.0	$	0.0	$	1.0
Tradenames and other intangibles		53.1		4.3		57.4
Goodwill		10.7		0.0		10.7

Total Assets		64.8		4.3		69.1
Liabilities		0.0		0.0		0.0

Purchase Price	$	64.8	$	4.3	$	69.1


	2010
(In millions)	Simply Saline		Oral Care Technology		Feline Pine		Total
Inventory / Current Assets	$	1.7	$	0.0	$	1.4	$	3.1
Tradenames and other intangibles		55.6		10.0		38.5		104.1
Goodwill		12.7		0.0		6.1		18.8

Total Assets		70.0		10.0		46.0		126.0
Liabilities		0.0		0.0		0.0		0.0

Purchase Price	$	70.0	$	10.0	$	46.0	$	126.0

The weighted-average life of the amortizable intangible assets recognized from the 2012, 2011 and 2010 acquisitions was 15 years for the acquisitions other than the two oral care technology acquisitions, and from 7-10 years for the oral care technology acquisitions and 10 years for the Avid Health definite-lived tradename. Unaudited pro forma results reflecting the Avid Health acquisition are presented below. Pro forma results reflecting acquisitions in 2011 and 2010 are not presented because they are not material.


	Twelve Months Ended				Twelve Months Ended
Unaudited consolidated pro forma results	December 31, 2012				December 31, 2011
(In millions, except per share data)	Reported		Pro forma		Reported		Pro forma
Net Sales	$	2,921.9	$	3,106.0	$	2,749.3	$	2,947.8
Net Income	$	349.8	$	374.9	$	309.6	$	318.2
Net Income per share—Basic	$	2.50	$	2.68	$	2.16	$	2.22
Net Income per share—Diluted	$	2.45	$	2.63	$	2.12	$	2.18

These pro forma results give effect to the acquisition as if it occurred on January 1, 2011. 2012 pro forma net income was adjusted to exclude the pre tax equivalent of $4.4 million of acquisition-related costs and $7.6 million of nonrecurring expense related to the fair value adjustment to acquisition-date inventory. 2011 pro forma net income was adjusted to include these charges.

The 2012 net sales and net income for the Avid Health business, after acquisition, were approximately $70 million and $0 million, respectively.