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Acquisitions and Divestitures | 9 Months Ended
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Sep. 26, 2020
Business Combinations [Abstract] |
Acquisitions and Divestitures | ACQUISITIONS AND DIVESTITURES Acquisitions During the Nine Months Ended September 26, 2020 Sanofi Brands On August 7, 2020, we entered into a definitive agreement to acquire three Eastern European OTC dermatological skincare and hair loss treatment brands, Emolium®, Iwostin®, and Loxon® from Sanofi for €52.0 million and additional consideration for the transfer of related inventory on hand. On October 30, 2020, the transaction closed for €53.3 million (approximately $62.0 million), subject to post-closing conditions. The acquisition will be accounted for as a business combination and operating results attributable to the products will be included in our CSCI segment. This transaction builds on our self-care transformation and strengthens our skincare and personal hygiene portfolio. Oral Care Assets of High Ridge Brands On April 1, 2020, we acquired the oral care assets of High Ridge Brands ("Dr. Fresh") for total purchase consideration of $113.0 million, subject to customary post-closing adjustments, including a working capital settlement. After post-closing adjustments as of September 26, 2020, total cash consideration paid was $106.0 million, net of $2.0 million that we allocated as prepayment of contract consideration for transitional services to be received related to the transaction. This acquisition includes the children’s oral care value brand, Firefly®, in addition to the REACH® and Dr. Fresh® brands, and a licensing portfolio. The U.S. operations, which represent a significant portion of the business, will be reported in our CSCA segment and the remaining non-U.S. operations will be reported in our CSCI segment. During the three and nine months ended September 26, 2020, we incurred $0.1 million and $4.2 million of general transaction costs (legal, banking and other professional fees), respectively. The amounts were recorded in Administration expenses within the CSCA segment. The acquisition of Dr. Fresh was accounted for as a business combination and has been reported in our Condensed Consolidated Statements of Operations as of the acquisition date. From April 1, 2020 through September 26, 2020, the acquisition generated Net sales of $44.4 million and Net income of $0.7 million, which included $2.0 million related to inventory costs stepped up to acquisition date fair value. We are in the process of gathering significant relevant information needed to complete the valuation for the assets acquired and liabilities assumed. As a result, the initial accounting for the acquisition is incomplete. The provisional acquisition amounts recognized for assets acquired and liabilities assumed will be finalized as soon as possible but no later than one year from the acquisition date. The final determination may result in asset and liability fair values and tax bases that differ from the preliminary estimates and require changes to the preliminary amounts recognized. During the three months ended September 26, 2020, we recorded measurement period adjustments relating to valuation updates that reduced the acquisition basis of definite lived intangibles by $0.7 million and reduced goodwill by $0.4 million with an offsetting increase to working capital. The following table summarizes the consideration paid for Dr. Fresh and the provisional amounts of the assets acquired and liabilities assumed (in millions):
| Oral Care Assets of High Ridge Brands (Dr. Fresh)
Purchase price paid | $ | 106.0 |
Assets acquired: |
Accounts receivable | 13.1 |
Inventories | 23.4 |
Prepaid expenses and other current assets | 0.4 |
Property, plant and equipment, net | 0.7 |
Operating lease assets | 2.6 |
Goodwill | 15.9 |
Distribution and license agreements and supply agreements | $ | 2.2 |
Developed product technology, formulations, and product rights | 0.1 |
Customer relationships and distribution networks | 20.6 |
Trademarks, trade names, and brands | 43.2 |
Total intangible assets | $ | 66.1 |
Total assets | $ | 122.2 |
Liabilities assumed: |
Accounts payable | $ | 6.0 |
Other accrued liabilities | 4.0 |
Payroll and related taxes | 0.7 |
Accrued customer programs | 3.0 |
Other non-current liabilities | 2.5 |
Total liabilities | $ | 16.2 |
Net assets acquired | $ | 106.0 |
The goodwill of $15.9 million arising from the acquisition consists largely of the anticipated growth from new product sales, sales to new customers, the assembled workforce, and the synergies expected from combining the operations of Dr. Fresh into Perrigo. Preliminarily, goodwill of $14.1 million and $1.8 million was allocated to our CSCA and CSCI segments, respectively. We are currently evaluating the tax deductibility of the provisional goodwill. We expect some portion to be deductible for income tax purposes. The definite-lived intangible assets acquired consisted of trademarks and trade names, license agreements, and customer relationships which are being amortized over a weighted average useful life of approximately 17.8 years. Customer relationships were valued using the multi-period excess earnings method. Trademarks and trade names and developed technology were valued using the relief from royalty method. Significant judgment was applied in estimating the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to the timing and amounts of cash flow projections, including revenue growth rates, projected profit margins, and discount rates. Dexsil® On February 13, 2020, we acquired Dexsil®, a silicon supplement brand, from RXW Group Nv, for total cash consideration paid of approximately $8.0 million. The transaction was accounted for as an asset acquisition, in which we capitalized the consideration paid as a brand-named intangible asset. We began amortizing the brand intangible over a 25-year useful life. Operating results attributable to the product are included within our CSCI segment. Steripod® On January 3, 2020, we acquired Steripod®, a leading toothbrush accessory brand and innovator in the toothbrush protector market, from Bonfit America Inc. Total consideration paid was $26.0 million. The transaction was accounted for as an asset acquisition, in which we capitalized $25.1 million as a brand-named intangible asset. The remainder of the purchase price was allocated to working capital. We began amortizing the brand intangible over a 25-year useful life. Operating results attributable to the product are included within our CSCA segment. Acquisition Accounted for as a Business Combination During the Year Ended December 31, 2019 Ranir Global Holdings, LLC On July 1, 2019, we acquired 100% of the outstanding equity interest in Ranir Global Holdings, LLC ("Ranir"), a privately-held company, for total base consideration of $750.0 million in a debt-free, cash-free transaction. After post-closing adjustments, total cash consideration paid was $747.7 million, net of $11.5 million cash acquired. We funded the transaction with cash on hand and borrowings under the 2018 Revolver (as defined in Note 10). Ranir is headquartered in Grand Rapids, Michigan and is a leading global supplier of private label and branded oral self-care products. Ranir's U.S. operations are reported in our CSCA segment and its non-U.S. operations are reported in our CSCI segment. The acquisition of Ranir was accounted for as a business combination and has been reported in our Consolidated Statements of Operations as of the acquisition date. From July 1, 2019 through December 31, 2019, Ranir generated Net sales of $151.4 million and had $7.6 million of Net income, which is inclusive of a non-recurring charge of $5.7 million related to inventory costs stepped up to acquisition date fair value. The following table summarizes the consideration paid for Ranir and the amounts of the assets acquired and liabilities assumed (in millions):
| Ranir
Purchase price paid | $ | 759.2 |
Assets acquired: |
Cash and cash equivalents | $ | 11.5 |
Accounts receivable | 40.6 |
Inventories | 59.0 |
Prepaid expenses and other current assets | 4.0 |
Property, plant and equipment, net | 40.8 |
Operating lease assets | 3.7 |
Goodwill | 292.7 |
Definite-lived intangibles: |
Developed product technology, formulations, and product rights | $ | 48.6 |
Customer relationships and distribution networks | 260.0 |
Trademarks, trade names, and brands | 41.0 |
Indefinite-lived intangibles: |
In-process research and development | 39.7 |
Total intangible assets | $ | 389.3 |
Other non-current assets | 2.8 |
Total assets | $ | 844.4 |
Liabilities assumed: |
Accounts payable | $ | 17.6 |
Other accrued liabilities | 7.7 |
Payroll and related taxes | 5.5 |
Accrued customer programs | 5.7 |
Deferred income taxes | 45.9 |
Other non-current liabilities | 2.8 |
Total liabilities | $ | 85.2 |
Net assets acquired | $ | 759.2 |
The goodwill of $292.7 million arising from the acquisition consists largely of the anticipated growth from new product sales, sales to new customers, the assembled workforce, and the synergies expected from combining the operations of Perrigo and Ranir. Goodwill of $212.6 million and $80.1 million was allocated to our CSCA and CSCI segments, respectively. We expect $252.3 million to be deductible for income tax purposes. The definite-lived intangible assets acquired consisted of trademarks and trade names, developed product technologies, and customer relationships. Trademarks and trade names were assigned useful lives that ranged from 20 to 25 years. Developed product technologies were assigned 10-year useful lives and customer relationships were assigned 24-year useful lives. Customer relationships were valued using the multi-period excess earnings method. Trademarks and trade names, developed technology, and in-process research and development ("IPR&D") were valued using the relief from royalty method. Significant judgment was applied in estimating the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to the timing and amounts of cash flow projections, including revenue growth rates, projected profit margins, and discount rates. The opening balance sheet is final. Acquisitions During the Nine Months Ended September 28, 2019 Generic Product Acquisitions On July 2, 2019, we purchased the Abbreviated New Drug Application ("ANDA") for a generic gel product for $49.0 million in cash, which we capitalized as a developed product technology intangible asset. We launched the product during the third quarter of 2019 and began amortizing it over a 20-year useful life. Operating results attributable to the product are included within our RX segment. On May 17, 2019, we purchased the ANDA for a generic product used to relieve pain, for $15.7 million in cash, which we capitalized as a developed product technology intangible asset. We launched the product during the third quarter of 2019 and began amortizing it over a 20-year useful life. Operating results attributable to the product are included within our RX segment. Budesonide Nasal Spray and Triamcinolone Nasal Spray On April 1, 2019, we purchased product ANDAs and other records and registrations of Budesonide Nasal Spray, a generic equivalent of Rhinocort Allergy®, and Triamcinolone Nasal Spray, a generic equivalent of Nasacort Allergy®, from Barr Laboratories, Inc. ("Barr"), a subsidiary of Teva Pharmaceuticals, for $14.0 million in cash. We previously developed and marketed the products in collaboration with Barr under a development, marketing and commercialization agreement that originated in August 2003. Under this prior agreement, we paid Barr a percentage of net income from products sold by Perrigo in the U.S. By purchasing the assets from Barr and terminating the original development, marketing and commercialization agreement, we are now entitled to 100% of the income from sales of the product. Operating results attributable to these products are included within our CSCA segment. The intangible assets acquired are classified as developed product technology with a 10-year useful life. Pro Forma Impact of Business Combinations The following table presents unaudited pro forma information as if the Ranir acquisition had occurred on January 1, 2018 and as if the acquisition of Dr. Fresh had occurred on January 1, 2019 and had been combined with the results reported in our Condensed Consolidated Statements of Operations for all periods presented (in millions):
| Three Months Ended |  | Nine Months Ended
(Unaudited) | September 26, 2020 |  | September 28, 2019 |  | September 26, 2020 |  | September 28, 2019
Net sales | $ | 1,213.7 |  |  | $ | 1,217.1 |  |  | $ | 3,803.4 |  |  | $ | 3,732.6 |
Net income (loss) | $ | (154.5 | ) |  | $ | 108.1 |  |  | $ | 18.6 |  |  | $ | 180.7 |
The unaudited pro forma information is presented for information purposes only and is not indicative of the results that would have been achieved if the acquisition had taken place at such time. The unaudited pro forma information presented above includes adjustments primarily for amortization charges for acquired intangible assets, depreciation of property, plant and equipment that have been revalued, certain acquisition-related charges, and related tax effects. Divestitures During the Nine Months Ended September 26, 2020 Rosemont Pharmaceuticals Business On June 19, 2020, we completed the sale of our U.K.-based Rosemont Pharmaceuticals business, a generic prescription pharmaceuticals manufacturer focused on liquid medicines, to a U.K.-headquartered private equity firm for cash consideration of £155.6 million (approximately $195.0 million). The sale resulted in a pre-tax loss of $18.7 million recorded in our CSCI segment in Other (income) expense, net on the Condensed Consolidated Statements of Operations. The charge included professional fees and a $46.4 million write-off of foreign currency translation adjustment from Accumulated other comprehensive income. Divestitures During the Nine Months Ended September 28, 2019 Animal Health Business On July 8, 2019, we completed the sale of our animal health business to PetIQ for cash consideration of $182.5 million, which resulted in a pre-tax gain of $71.7 million recorded in our CSCA segment in Other (income) expense, net on the Consolidated Statements of Operations.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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