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Assets Held for Sale | 9 Months Ended
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Sep. 28, 2024
Discontinued Operations and Disposal Groups [Abstract] |
Assets Held for Sale | DIVESTITURES Divestitures During the Three Months Ended September 28, 2024 Rare Diseases Business On July 10, 2024, we completed the sale of our HRA Pharma Rare Diseases Business (the "Rare Diseases Business") to Esteve Healthcare S.L. ("ESTEVE") for total consideration of $244.5 million, inclusive of net cash received, an estimated working capital adjustment, and contingent consideration with a fair value of $34.5 million as of September 28, 2024. The sale resulted in a pre-tax gain of $5.8 million, net of professional fees, recorded in Other (income) expense, net on the Condensed Consolidated Statement of Operations within our CSCI segment. The assets associated with this business were reported within our CSCI segment. During previous quarters in 2024, we determined the carrying value of the net assets held for sale of this business exceeded their fair value less costs to sell, resulting in a total impairment charge of $34.1 million during the nine months ended September 28, 2024, inclusive of a goodwill impairment charge of $22.1 million. During the year ended December 31, 2023, we recorded an impairment charge of $90.0 million on the Rare Diseases Business. Branded Products During the three months ended September 28, 2024, we sold six branded products in three separate transactions for total cash consideration of $33.3 million, which resulted in a pre-tax gain of $26.0 million recorded in Other operating (income) expense, net on the Consolidated Statements of Operations within our CSCI segment. ASSETS HELD FOR SALE We classify assets as "held for sale" when, among other factors, management approves and commits to a formal plan of sale with the expectation the sale will be completed within one year. The net assets of the business held for sale are then recorded at the lower of their current carrying value and the fair market value, less costs to sell. On September 14, 2024, the Company signed a definitive agreement to sell Orion Laboratories Hospital & Specialty Business (the "Hospital & Specialty Business") to General Pharma BidCo Pty Ltd, being an Australian incorporated entity which is ultimately owned by funds managed by Genesis Capital ("Genesis Capital"); as a result, such assets were classified as held for sale. The assets associated with this business were reported within our CSCI segment. At September 28, 2024, we determined the carrying value of the net assets held for sale of this business exceeded their fair value less costs to sell, resulting in a total impairment charge of $16.2 million, inclusive of a goodwill impairment charge of $5.4 million within our CSCI segment. The assets and liabilities held for sale related to the Hospital & Specialty Business were reported within Current assets held for sale and Current liabilities held for sale on the Condensed Consolidated Balance Sheets. Net of impairment charges, the assets and liabilities of the Hospital & Specialty Business reported as held for sale as of September 28, 2024 totaled $13.0 million and $8.2 million, respectively. The sale of the Hospital & Specialty Business was completed on November 1, 2024. Gain (loss) on de-recognition will be recognized in the fourth quarter within Other (income) expense, net on the Condensed Consolidated Statement of Operations. DISCONTINUED OPERATIONS Our discontinued operations primarily consist of our former Rx segment, which held our prescription pharmaceuticals business in the U.S. and our pharmaceuticals and diagnostic businesses in Israel (collectively, the “Rx business”). On July 6, 2021, we completed the sale of the Rx business to Altaris Capital Partners, LLC ("Altaris") for aggregate consideration of $1.55 billion. The consideration included a $53.3 million reimbursement related to Abbreviated New Drug Application (“ANDA") for a generic topical lotion which Altaris delivered in cash to Perrigo pursuant to the terms of the definitive agreement during the first quarter of 2022. Under the terms of a transition services agreement ("TSA"), we provided transition services which were substantially completed as of the end of the third quarter of 2022. We also entered into reciprocal supply agreements pursuant to which Perrigo will supply certain products to the Rx business and the Rx business will supply certain products to Perrigo. The supply agreements have a term of four years, extendable up to seven years by the party who is the purchaser of the products under such agreement. We also extended distribution rights to the Rx business for certain OTC products owned and manufactured by Perrigo that may be fulfilled through pharmacy channels, in return for a share of the net profits. In connection with the sale, Perrigo retained certain pre-closing liabilities arising out of antitrust (refer to Note 17- Contingencies under the header "Price-Fixing Lawsuits") and opioid matters and the Company’s Albuterol recall, subject to, in each case, Altaris' obligation to indemnify the Company for fifty percent of these liabilities up to an aggregate cap on Altaris' obligation of $50.0 million. We have not requested payments from Altaris related to the indemnity of these liabilities during the three and nine months ended September 28, 2024. Current and prior period reported net loss from discontinued operations primarily relates to legal fees, partially offset by an income tax benefit.

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
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