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Acquisitions and Divestitures
3 Months Ended
Mar. 30, 2025
Business Combinations [Abstract]  
Acquisitions and Divestitures Acquisitions and divestitures
Subsequent to the fiscal first quarter of 2025, on April 2, 2025, the Company completed the acquisition of Intra-Cellular Therapies, Inc. (Intra-Cellular), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system disorders. The Company acquired all the outstanding shares of Intra-Cellular’s common stock for $132.00 per share in cash for a total equity value of approximately $14.6 billion. The Company funded the transaction through a combination of cash on hand and proceeds from the issuance of debt in the fiscal first quarter of 2025. See Note 4 to the Consolidated Financial Statements for additional details.

The Company is in the process of determining the preliminary fair value of assets acquired which will primarily be comprised of amortizable intangible assets and in-process research and development assets associated with CAPLYTA, liabilities assumed and total consideration transferred. This transaction will be accounted for as a business combination and the results of operations will be included in the Innovative Medicine segment beginning on the acquisition date.

Business combinations

In the fiscal first quarter of 2025, there were no material business combinations.

On June 20, 2024, the Company completed the acquisition of Proteologix, Inc., a privately held biotechnology company focused on bispecific antibodies for immune-mediated diseases, in an all-cash merger transaction for total consideration of $0.8 billion net of cash acquired, with potential for an additional milestone payment. The results of operations were included in the Innovative Medicine segment as of the acquisition date. The fair value of the acquisition was allocated to assets acquired of $1.2 billion, primarily non-amortizable intangible assets, inclusive of purchased IPR&D, for $0.9 billion, goodwill for $0.3 billion, and liabilities assumed of $0.3 billion, including $0.1 billion of contingent consideration. The goodwill is not expected to be deductible for tax purposes. Acquisition related costs before tax for the fiscal first quarter of 2025 were not material. The preliminary purchase price allocation is subject to any subsequent valuation adjustments within the measurement period.

On May 31, 2024, the Company acquired all the outstanding shares of Shockwave Medical Inc. a leading, first-to-market provider of innovative intravascular lithotripsy (IVL) technology for the treatment of calcified coronary artery disease (CAD) and peripheral artery disease (PAD), in an all-cash merger transaction for total consideration of $11.5 billion, net of cash acquired. The results of operations were included in the MedTech segment as of the acquisition date. The fair value of the acquisition was allocated to assets acquired of $14.4 billion primarily amortizable intangible assets of $5.3 billion, purchased IPR&D of $0.6 billion, goodwill for $7.6 billion, $0.5 billion of inventory and $0.4 billion of other assets, and liabilities assumed of $2.9 billion. The goodwill is not expected to be deductible for tax purposes. The preliminary purchase price allocation is subject to any subsequent valuation adjustments within the measurement period. Acquisition related costs before tax for the fiscal first quarter of 2025 were $0.1 billion, primarily related to the fair value of the inventory step-up and were recorded in Cost of products sold.

On March 7, 2024, the Company completed the acquisition of Ambrx Biopharma, Inc., (Ambrx), a clinical-stage biopharmaceutical company with a proprietary synthetic biology technology platform to design and develop next-generation antibody drug conjugates (ADCs), in an all-cash merger transaction for a total consideration of approximately $1.8 billion net of cash acquired. The results of operations were included in the Innovative Medicine segment as of the acquisition date. The fair value of the acquisition was allocated to assets acquired of $2.3 billion, primarily non-amortizable intangible assets, inclusive of purchased IPR&D, for $1.9 billion, goodwill for $0.3 billion and liabilities assumed of $0.5 billion, which includes deferred taxes of $0.4 billion. The goodwill is not deductible for tax purposes. Acquisition related costs before tax for the fiscal first quarter of 2025 were not material.

Asset acquisitions

In the fiscal first quarters of 2025 and 2024, there were no material asset acquisitions.
Divestitures
In the fiscal first quarter of 2025, there were no material divestitures.
In the fiscal first quarter of 2024, the Company completed the divestiture of Ponvory outside of the U.S. resulting in approximately $0.2 billion in proceeds.