BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2013 |
Business Combinations [Abstract] | ' |
BUSINESS COMBINATIONS | ' |
BUSINESS COMBINATIONS |
The Company’s business strategy involves selective acquisitions with a focus on core geographies and therapeutic classes. |
(a) Business combinations in 2013 included the following: |
B&L |
Description of the Transaction |
On August 5, 2013, the Company acquired B&L, pursuant to the Merger Agreement dated May 24, 2013 (as amended), among the Company, Valeant, Stratos Merger Corp., a Delaware corporation and wholly-owned subsidiary of Valeant (“Merger Sub”), and B&L. Pursuant to the terms and conditions set forth in the Merger Agreement, B&L became a wholly-owned subsidiary of Valeant. At the effective time of this merger, each share of B&L common stock, par value $0.01 per share, issued and outstanding immediately prior to such effective time, other than any dissenting shares and any shares held by B&L, Valeant, Merger Sub or any of their subsidiaries, was converted into the right to receive its pro rata share (the “Per Share Merger Consideration”), without interest, of an aggregate purchase price equal to $8.7 billion minus B&L’s existing indebtedness for borrowed money (which was paid off by Valeant in accordance with the terms of the Merger Agreement) and related fees and costs, minus certain of B&L’s transaction expenses, minus certain payments with respect to certain cancelled B&L performance-based options (which were not outstanding immediately prior to such effective time), plus the aggregate exercise price applicable to B&L’s outstanding options immediately prior to such effective time, and plus certain cash amounts, all as further described in the Merger Agreement. The B&L Acquisition was financed with debt and equity issuances (see note 14 titled “LONG-TERM DEBT” for additional information). Each B&L restricted share and stock option, whether vested or unvested, that was outstanding immediately prior to such effective time, was cancelled and converted into the right to receive the Per Share Merger Consideration in the case of restricted shares or, in the case of stock options, the excess, if any, of the Per Share Merger Consideration over the exercise price of such stock option. |
B&L is a global eye health company that focuses primarily on the development, manufacture and marketing of eye health products, including contact lenses, contact lens care solutions, ophthalmic pharmaceuticals and ophthalmic surgical products. |
Fair Value of Consideration Transferred |
The following table indicates the consideration transferred to effect the B&L Acquisition: |
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| | Fair Value | | | | | | | | | | |
Enterprise value | | $ | 8,700,000 | | | | | | | | | | | |
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Adjusted for the following: | | | | | | | | | | | | |
B&L’s outstanding debt, including accrued interest | | (4,248,310 | ) | | | | | | | | | | |
B&L’s company expenses | | (6,377 | ) | | | | | | | | | | |
Payment in B&L’s performance-based option(a) | | (48,478 | ) | | | | | | | | | | |
Payment for B&L’s cash balance(b) | | 149,000 | | | | | | | | | | | |
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Additional cash payment(b) | | 75,000 | | | | | | | | | | | |
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Other | | (3,189 | ) | | | | | | | | | | |
Equity purchase price | | 4,617,646 | | | | | | | | | | | |
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Less: Cash consideration paid for B&L’s unvested stock options(c) | | (4,320 | ) | | | | | | | | | | |
Total fair value of consideration transferred | | $ | 4,613,326 | | | | | | | | | | | |
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___________________________________ |
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(a) | The cash consideration paid for previously cancelled B&L’s performance-based options was recognized as a post-combination expense within Restructuring, integration and other costs in the third quarter of 2013. | | | | | | | | | | | | | |
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(b) | As defined in the Merger Agreement. | | | | | | | | | | | | | |
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(c) | The cash consideration paid for B&L stock options and restricted stock attributable to pre-combination services has been included as a component of purchase price. The remaining $4.3 million balance related to the acceleration of unvested stock options for B&L employees was recognized as a post-combination expense within Restructuring, integration and other costs in the third quarter of 2013. | | | | | | | | | | | | | |
Assets Acquired and Liabilities Assumed |
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of acquisition date. The following recognized amounts are provisional and subject to change: |
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• | amounts for working capital, intangible assets and property, plant and equipment pending finalization of the valuation; | | | | | | | | | | | | | |
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• | amounts for income tax assets and liabilities, pending finalization of estimates and assumptions in respect of certain tax implications of the transaction; and | | | | | | | | | | | | | |
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• | amount of goodwill pending the completion of the valuation of the assets acquired and liabilities assumed. | | | | | | | | | | | | | |
The Company will finalize these amounts as it obtains the information necessary to complete the measurement process. Any changes resulting from facts and circumstances that existed as of the acquisition date may result in retrospective adjustments to the provisional amounts recognized at the acquisition date. These changes could be significant. The Company will finalize these amounts no later than one year from the acquisition date. |
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| | Amounts | | Measurement | | Amounts | | |
Recognized as of | Period | Recognized as of | | |
Acquisition Date | Adjustments(b) | 31-Dec-13 | | |
(as previously | | (as adjusted) | | |
reported)(a) | | | | |
Cash and cash equivalents | | $ | 209,522 | | | $ | (31,410 | ) | | $ | 178,112 | | | |
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Accounts receivable(c) | | 547,873 | | | (3,499 | ) | | 544,374 | | | |
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Inventories(d) | | 675,818 | | | (23,729 | ) | | 652,089 | | | |
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Other current assets(e) | | 146,574 | | | 359 | | | 146,933 | | | |
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Property, plant and equipment, net(f) | | 761,410 | | | 4,618 | | | 766,028 | | | |
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Identifiable intangible assets, excluding acquired IPR&D(g) | | 4,316,117 | | | 26,258 | | | 4,342,375 | | | |
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Acquired IPR&D(h) | | 398,130 | | | 20,122 | | | 418,252 | | | |
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Other non-current assets | | 58,757 | | | — | | | 58,757 | | | |
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Current liabilities(i) | | (885,578 | ) | | 10,257 | | | (875,321 | ) | | |
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Long-term debt, including current portion(j) | | (4,209,852 | ) | | — | | | (4,209,852 | ) | | |
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Deferred income taxes, net(k) | | (1,410,931 | ) | | 24,053 | | | (1,386,878 | ) | | |
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Other non-current liabilities(l) | | (280,195 | ) | | (1,068 | ) | | (281,263 | ) | | |
Total identifiable net assets | | 327,645 | | | 25,961 | | | 353,606 | | | |
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Noncontrolling interest(m) | | (102,300 | ) | | (400 | ) | | (102,700 | ) | | |
Goodwill(n) | | 4,387,981 | | | (25,561 | ) | | 4,362,420 | | | |
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Total fair value of consideration transferred | | $ | 4,613,326 | | | $ | — | | | $ | 4,613,326 | | | |
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________________________ |
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(a) | As previously reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. | | | | | | | | | | | | | |
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(b) | The measurement period adjustments primarily reflect: (i) a decrease in the net deferred tax liability, (ii) a reclassification between cash and accounts payable, (iii) a reduction in the estimated fair value of inventory, and (iv) increases in the estimated fair value of intangible assets, which included a net increase to IPR&D assets driven by a higher fair value for the next generation silicone hydrogel lens (Bausch + Lomb Ultra). The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | | | | | | | | | | | | | |
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(c) | The fair value of trade accounts receivable acquired was $544.4 million, with the gross contractual amount being $555.6 million, of which the Company expects that $11.2 million will be uncollectible. | | | | | | | | | | | | | |
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(d) | Includes an estimated fair value adjustment to inventory of $273.7 million. | | | | | | | | | | | | | |
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(e) | Includes primarily prepaid expenses. | | | | | | | | | | | | | |
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(f) | The following table summarizes the provisional amounts and useful lives assigned to property, plant and equipment: | | | | | | | | | | | | | |
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| | Weighted- | | Amounts | | Measurement | | Amounts |
Average | Recognized as of | Period | Recognized as of |
Useful Lives | Acquisition Date | Adjustments | 31-Dec-13 |
(Years) | (as previously | | (as adjusted) |
| reported) | | |
Land | | NA | | $ | 47,407 | | | $ | (12,660 | ) | | $ | 34,747 | |
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Buildings | | 24 | | 273,180 | | | (43,032 | ) | | 230,148 | |
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Machinery and equipment | | 5 | | 273,509 | | | 60,459 | | | 333,968 | |
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Leasehold improvements | | 5 | | 22,455 | | | (92 | ) | | 22,363 | |
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Equipment on operating lease | | 3 | | 13,792 | | | (57 | ) | | 13,735 | |
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Construction in progress | | NA | | 131,067 | | | — | | | 131,067 | |
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Total property, plant and equipment acquired | | | | $ | 761,410 | | | $ | 4,618 | | | $ | 766,028 | |
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(g) | The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets: | | | | | | | | | | | | | |
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| | Weighted- | | Amounts | | Measurement | | Amounts |
Average | Recognized as of | Period | Recognized as of |
Useful Lives | Acquisition Date | Adjustments | December 31, 2013 |
(Years) | (as previously | | (as adjusted) |
| reported) | | |
Product brands | | 10 | | $ | 1,770,164 | | | $ | 13,996 | | | $ | 1,784,160 | |
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Product rights | | 8 | | 855,402 | | | 5,275 | | | 860,677 | |
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Corporate brand | | Indefinite | | 1,690,551 | | | 6,987 | | | 1,697,538 | |
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Total identifiable intangible assets acquired | | 9 | | $ | 4,316,117 | | | $ | 26,258 | | | $ | 4,342,375 | |
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The corporate brand represents the B&L corporate trademark and has an indefinite useful life as there are no legal, regulatory, contractual, competitive, economic, or other factors that limit the useful life of this intangible asset. The estimated fair value was determined using the relief from royalty method. |
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(h) | The significant components of the acquired IPR&D assets primarily relate to the development of (i) various vision care products ($226.5 million in the aggregate), such as the next generation silicone hydrogel lens (Bausch + Lomb Ultra), (ii) various pharmaceutical products ($171.0 million, in the aggregate), such as latanoprostene bunod, a nitric oxide-donating prostaglandin for reduction of elevated intraocular pressure in patients with glaucoma or ocular hypertension, and (iii) various surgical products ($20.8 million, in the aggregate). See note 5 titled “COLLABORATION AGREEMENTS” for further information related to the worldwide licensing agreement with NicOx, S.A. (“NicOx”) for latanoprostene bunod. A multi-period excess earnings methodology (income approach) was used to determine the estimated fair values of the acquired IPR&D assets from market participant perspective. The projected cash flows from these assets were adjusted for the probabilities of successful development and commercialization of each project. A risk-adjusted discount rate of 10% was used to present value the projected cash flows. In September 2013, the U.S. Food and Drug Administration (“FDA”) approved the next generation silicone hydrogel lens (Bausch + Lomb Ultra), and the product was launched in February 2014. | | | | | | | | | | | | | |
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(i) | Includes accrued liabilities, including reserves for sales returns, rebates and managed care, accounts payable and accrued compensation-related liabilities. | | | | | | | | | | | | | |
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(j) | The following table summarizes the fair value of long-term debt assumed as of the acquisition date: | | | | | | | | | | | | | |
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| | Amounts | | | | | | | | | | |
Recognized as of | | | | | | | | | | |
Acquisition Date | | | | | | | | | | |
Holdco unsecured term loan(1) | | $ | 707,010 | | | | | | | | | | | |
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U.S. dollar-denominated senior secured term loan(1) | | 1,915,749 | | | | | | | | | | | |
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Euro-denominated senior secured term loan(1) | | 603,952 | | | | | | | | | | | |
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U.S. dollar-denominated delayed draw term loan(1) | | 398,003 | | | | | | | | | | | |
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U.S. dollar-denominated revolver loan(1) | | 170,000 | | | | | | | | | | | |
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9.875% senior notes(1) | | 350,000 | | | | | | | | | | | |
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Multi-currency denominated revolver loan(1) | | 15,000 | | | | | | | | | | | |
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Japanese revolving credit facility(2) | | 33,835 | | | | | | | | | | | |
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Debentures | | 11,803 | | | | | | | | | | | |
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Other(1) | | 4,500 | | | | | | | | | | | |
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Total long-term debt assumed | | $ | 4,209,852 | | | | | | | | | | | |
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___________________________________ |
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-1 | The Company subsequently repaid these amounts in full in the third quarter of 2013. In connection with the redemption of the 9.875% senior notes, the Company recognized a loss on extinguishment of debt of $8.2 million in the third quarter of 2013. | | | | | | | | | | | | | |
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-2 | In the fourth quarter of 2013, the Company repaid in full the amounts outstanding. In January 2014, the Company terminated this facility. | | | | | | | | | | | | | |
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(k) | Comprises current net deferred tax assets ($77.3 million) and non-current net deferred tax liabilities ($1,464.2 million). | | | | | | | | | | | | | |
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(l) | Includes $224.2 million related to the estimated fair value of pension and other benefits liabilities. | | | | | | | | | | | | | |
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(m) | Represents the estimated fair value of B&L’s noncontrolling interest related primarily to Chinese joint ventures. A discounted cash flow methodology was used to determine the estimated fair values as of the acquisition date. | | | | | | | | | | | | | |
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(n) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | | | | | | | | | | | | | |
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• | the Company’s expectation to develop and market new product brands, product lines and technology; | | | | | | | | | | | | | |
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• | cost savings and operating synergies expected to result from combining the operations of B&L with those of the Company; | | | | | | | | | | | | | |
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• | the value of the continuing operations of B&L’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | | | | | | | | | | | | | |
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• | intangible assets that do not qualify for separate recognition (for instance, B&L’s assembled workforce). | | | | | | | | | | | | | |
The provisional amount of goodwill has been allocated to the Company’s Developed Markets segment ($3,226.7 million) and Emerging Markets segment ($1,135.7 million). |
Acquisition-Related Costs |
The Company has incurred to date $14.1 million of transaction costs directly related to the B&L Acquisition, which includes expenditures for advisory, legal, valuation, accounting and other similar services. These costs have been expensed as acquisition-related costs. |
Revenue and Net Loss of B&L |
The revenues of B&L for the period from the acquisition date to December 31, 2013 were $1,345.7 million and net loss, net of tax, was $28.1 million. The net loss, net of tax, includes the effects of the acquisition accounting adjustments and acquisition-related costs. |
Other Business Combinations |
Description of the Transactions |
In the year ended December 31, 2013, the Company completed other business combinations, which included the acquisition of the following businesses, for an aggregate purchase price of $898.1 million. The aggregate purchase price included contingent consideration payment obligations with an aggregate acquisition date fair value of $59.1 million. |
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• | On April 25, 2013, the Company acquired all of the outstanding shares of Obagi Medical Products, Inc. (“Obagi”) at a price of $24.00 per share in cash. The aggregate purchase price paid by the Company was approximately $437.1 million. Obagi is a specialty pharmaceutical company that develops, markets, and sells topical aesthetic and therapeutic skin-health systems with a product portfolio of dermatology brands including Obagi Nu-Derm®, Condition & Enhance®, Obagi-C® Rx, ELASTIDerm® and Obagi CLENZIDerm®. | | | | | | | | | | | | | |
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• | On February 20, 2013, the Company acquired certain assets from Eisai Inc. (“Eisai”) relating to the U.S. rights to Targretin®, which is indicated for the treatment of Cutaneous T-Cell Lymphoma. The consideration includes up-front payments of $66.5 million and the Company may pay up to an additional $60.0 million of contingent consideration based on the occurrence of potential future events. The fair value of the contingent consideration was determined to be $50.8 million as of the acquisition date. As of December 31, 2013, the assumptions used for determining fair value of the contingent consideration have not changed significantly from those used at the acquisition date. | | | | | | | | | | | | | |
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• | On February 1, 2013, the Company acquired Natur Produkt International, JSC (“Natur Produkt”), a specialty pharmaceutical company in Russia, for a purchase price of $149.9 million, including a $20.0 million contingent refund of purchase price relating to the outcome of certain litigation involving AntiGrippin® that commenced prior to the acquisition. Subsequent to the acquisition, during the three-month period ended March 31, 2013, the litigation was resolved, and the $20.0 million was refunded back to the Company. Natur Produkt’s key brand products include AntiGrippin®, Anti-Angin®, Sage™ and Eucalyptus MA™. | | | | | | | | | | | | | |
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• | During the year ended December 31, 2013, the Company completed other smaller acquisitions which are not material individually or in the aggregate. These acquisitions are included in the aggregated amounts presented below. | | | | | | | | | | | | | |
Assets Acquired and Liabilities Assumed |
These transactions have been accounted for as business combinations under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed related to the business combinations, in the aggregate, as of the applicable acquisition dates. The following recognized amounts related to certain smaller acquisitions, are provisional and subject to change: |
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• | amounts for intangible assets, inventories and working capital adjustments pending finalization of the valuation; | | | | | | | | | | | | | |
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• | amounts for income tax assets and liabilities, pending finalization of estimates and assumptions in respect of certain tax implications of the transaction; and | | | | | | | | | | | | | |
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• | amount of goodwill pending the completion of the valuation of the assets acquired and liabilities assumed. | | | | | | | | | | | | | |
The Company will finalize these amounts as it obtains the information necessary to complete the measurement process. Any changes resulting from facts and circumstances that existed as of the acquisition dates may result in retrospective adjustments to the provisional amounts recognized at the acquisition dates. These changes could be significant. The Company will finalize these amounts no later than one year from the respective acquisition dates. |
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| | Amounts | | Measurement | | Amounts | | |
Recognized as of | Period | Recognized as of | | |
Acquisition Dates | Adjustments(a) | December 31, 2013 | | |
| | (as adjusted) | | |
Cash | | $ | 43,071 | | | $ | — | | | $ | 43,071 | | | |
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Accounts receivable(b) | | 64,049 | | | 1,273 | | | 65,322 | | | |
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Inventories | | 33,559 | | | 2,080 | | | 35,639 | | | |
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Other current assets | | 13,965 | | | (5 | ) | | 13,960 | | | |
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Property, plant and equipment | | 13,950 | | | (11 | ) | | 13,939 | | | |
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Identifiable intangible assets, excluding acquired IPR&D(c) | | 722,942 | | | 3,784 | | | 726,726 | | | |
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Acquired IPR&D(d) | | 18,714 | | | 237 | | | 18,951 | | | |
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Indemnification assets | | 3,201 | | | (683 | ) | | 2,518 | | | |
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Other non-current assets | | 185 | | | 3,666 | | | 3,851 | | | |
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Current liabilities | | (36,234 | ) | | (371 | ) | | (36,605 | ) | | |
Short-term borrowings(e) | | (33,321 | ) | | 546 | | | (32,775 | ) | | |
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Long-term debt(e) | | (24,018 | ) | | (91 | ) | | (24,109 | ) | | |
Deferred tax liability, net | | (147,801 | ) | | (4,747 | ) | | (152,548 | ) | | |
Other non-current liabilities | | (1,453 | ) | | — | | | (1,453 | ) | | |
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Total identifiable net assets | | 670,809 | | | 5,678 | | | 676,487 | | | |
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Noncontrolling interest(f) | | (11,196 | ) | | — | | | (11,196 | ) | | |
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Goodwill(g) | | 224,291 | | | 8,549 | | | 232,840 | | | |
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Total fair value of consideration transferred | | $ | 883,904 | | | $ | 14,227 | | | $ | 898,131 | | | |
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________________________ |
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(a) | The measurement period adjustments primarily reflect an increase in the total fair value of consideration transferred with respect to the Natur Produkt acquisition pursuant to a purchase price adjustment. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | | | | | | | | | | | | | |
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(b) | The fair value of trade accounts receivable acquired was $65.3 million, with the gross contractual amount being $68.3 million, of which the Company expects that $3.0 million will be uncollectible. | | | | | | | | | | | | | |
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(c) | The following table summarizes the provisional amounts and useful lives assigned to identifiable intangible assets: | | | | | | | | | | | | | |
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| | Weighted- | | Amounts | | Measurement | | Amounts |
Average | Recognized as of | Period | Recognized as of |
Useful Lives | Acquisition Dates | Adjustments | December 31, 2013 |
(Years) | | | (as adjusted) |
Product brands | | 7 | | $ | 517,232 | | | $ | 3,029 | | | $ | 520,261 | |
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Corporate brand | | 13 | | 86,129 | | | 755 | | | 86,884 | |
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Patents | | 3 | | 71,676 | | | — | | | 71,676 | |
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Royalty Agreement | | 5 | | 26,466 | | | — | | | 26,466 | |
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Partner relationships | | 5 | | 16,000 | | | — | | | 16,000 | |
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Technology | | 10 | | 5,439 | | | — | | | 5,439 | |
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Total identifiable intangible assets acquired | | 8 | | $ | 722,942 | | | $ | 3,784 | | | $ | 726,726 | |
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(d) | The acquired IPR&D assets relate to the Obagi and Natur Produkt acquisitions. Obagi’s acquired IPR&D assets primarily relate to the development of dermatology products for anti-aging and suncare. Natur Produkt’s acquired IPR&D assets include a product indicated for the prevention of viral diseases, specifically cold and flu, and a product indicated for the treatment of inflammation and muscular disorders. | | | | | | | | | | | | | |
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(e) | Short-term borrowings and long-term debt primarily relate to the Natur Produkt acquisition. In March 2013, the Company settled all of Natur Produkt’s outstanding third party short-term borrowings and long-term debt. | | | | | | | | | | | | | |
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(f) | Represents the estimated fair value of noncontrolling interest related to a smaller acquisition completed in the third quarter of 2013. | | | | | | | | | | | | | |
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(g) | The goodwill relates primarily to the Obagi and Natur Produkt acquisitions. Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of Obagi’s and Natur Produkt’s goodwill is expected to be deductible for tax purposes. The goodwill recorded from the Obagi and the Natur Produkt acquisitions represents primarily the cost savings, operating synergies and other benefits expected to result from combining the operations with those of the Company. | | | | | | | | | | | | | |
The amount of goodwill from the Eisai acquisition has been allocated to the Company’s Developed Markets segment. The amount of goodwill from the Natur Produkt acquisition has been allocated to the Company’s Emerging Markets segment. The amount of goodwill from the Obagi acquisition has been allocated primarily to the Company’s Developed Markets segment. |
Acquisition-Related Costs |
The Company has incurred to date $11.3 million, in the aggregate, of transaction costs directly related to these business combinations, which includes expenditures for advisory, legal, valuation, accounting and other similar services. These costs have been expensed as acquisition-related costs. |
Revenue and Earnings |
The revenues of these business combinations for the period from the respective acquisition dates to December 31, 2013 were $269.4 million, in the aggregate, and earnings, net of tax, were $39.2 million, in the aggregate. The earnings, net of tax, include the effects of the acquisition accounting adjustments and acquisition-related costs. |
(b) Business combinations in 2012 included the following: |
Medicis |
Description of the Transaction |
On December 11, 2012, the Company acquired all of the outstanding common stock of Medicis for $44.00 per share (“Medicis Per Share Consideration”) for cash. Pursuant to the Agreement and Plan of Merger, dated September 2, 2012, among the Company, the Company’s subsidiary Valeant, Merlin Merger Sub, Inc. (“Merlin Merger Sub”), a Delaware corporation and wholly-owned subsidiary of Valeant, and Medicis, on December 11, 2012, Merlin Merger Sub merged with and into Medicis, with Medicis continuing as the surviving entity and wholly-owned subsidiary of Valeant. At the effective time of this merger, each share of Medicis Class A common stock, par value $0.014 per share, issued and outstanding immediately prior to such effective time, was converted into the right to receive the Medicis Per Share Merger Consideration in cash, without interest. Each Medicis stock option and stock appreciation right, whether vested or unvested, that was outstanding immediately prior to such effective time, was cancelled and converted into the right to receive the excess, if any, of the Medicis Per Share Consideration over the exercise price of such stock option or stock appreciation right, as applicable. Each Medicis restricted share, whether vested or unvested, that was outstanding immediately prior to such effective time, was cancelled and converted into the right to receive the Medicis Per Share Consideration. |
Medicis is a specialty pharmaceutical company that focuses primarily on the development and marketing in the U.S. and Canada of products for the treatment of dermatological and aesthetic conditions. Medicis offers a broad range of products addressing various conditions or aesthetics improvements, including acne, actinic keratosis, facial wrinkles, glabellar lines, fungal infections, hyperpigmentation, photoaging, psoriasis, bronchospasms, external genital and perianal warts/condyloma acuminate, seborrheic dermatitis and cosmesis (improvement in the texture and appearance of skin). Medicis’ primary brands are Solodyn®, Restylane®, Perlane®, Ziana®, Dysport® and Zyclara®. |
Fair Value of Consideration Transferred |
The following table indicates the consideration transferred to effect the acquisition of Medicis: |
| | | | | | |
| | | | | | | | | | | | | | |
(Number of shares, stock options and restricted | | Conversion | | Fair | | | | | | |
share units in thousands) | Calculation | Value | | | | | | |
Number of common shares of Medicis outstanding as of acquisition date | | 57,135 | | | | | | | | | | |
| | | | | |
Multiplied by Medicis Per Share Consideration | | $ | 44 | | | $ | 2,513,946 | | | | | | | |
| | | | | |
Number of stock options of Medicis cancelled and exchanged for cash(a) | | 3,152 | | | 33,052 | | | | | | | |
| | | | | |
Number of outstanding restricted shares cancelled and exchanged for cash(a) | | 1,974 | | | 31,881 | | | | | | | |
| | | | | |
Total fair value of consideration transferred | | | | | $ | 2,578,879 | | | | | | | |
| | | | | |
____________________________________ |
| | | | | | | | | | | | | | |
(a) | The cash consideration paid for Medicis stock options and restricted shares attributable to pre-combination services has been included as a component of purchase price. The remaining $77.3 million balance related to the acceleration of unvested stock options, restricted stock awards, and share appreciation rights for Medicis employees that was triggered by the change in control was recognized as a post-combination expense within Restructuring, integration and other costs in the fourth quarter of 2012. | | | | | | | | | | | | | |
Assets Acquired and Liabilities Assumed |
The transaction has been accounted for as business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. |
| | |
| | | | | | | | | | | | | | |
| | Amounts | | Measurement | | Amounts | | |
Recognized as of | Period | Recognized as of | | |
Acquisition Date | Adjustments(b) | December 31, 2013 | | |
(as previously | | (as adjusted) | | |
reported)(a) | | | | |
Cash and cash equivalents | | $ | 169,583 | | | $ | — | | | $ | 169,583 | | | |
| |
Accounts receivable(c) | | 81,092 | | | 9,116 | | | 90,208 | | | |
| |
Inventories(d) | | 145,157 | | | (7,635 | ) | | 137,522 | | | |
| |
Short-term and long-term investments(e) | | 626,559 | | | — | | | 626,559 | | | |
| |
Income taxes receivable | | 40,416 | | | — | | | 40,416 | | | |
| |
Other current assets(f) | | 74,622 | | | — | | | 74,622 | | | |
| |
Property and equipment, net | | 8,239 | | | (5,625 | ) | | 2,614 | | | |
| |
Identifiable intangible assets, excluding acquired IPR&D(g) | | 1,390,724 | | | (21,843 | ) | | 1,368,881 | | | |
| |
Acquired IPR&D(h) | | 153,817 | | | 5,992 | | | 159,809 | | | |
| |
Other non-current assets | | 616 | | | — | | | 616 | | | |
| |
Current liabilities(i) | | (453,909 | ) | | (12,375 | ) | | (466,284 | ) | | |
Long-term debt, including current portion(j) | | (777,985 | ) | | — | | | (777,985 | ) | | |
| |
Deferred income taxes, net | | (205,009 | ) | | 12,204 | | | (192,805 | ) | | |
| |
Other non-current liabilities | | (8,841 | ) | | — | | | (8,841 | ) | | |
| |
Total identifiable net assets | | 1,245,081 | | | (20,166 | ) | | 1,224,915 | | | |
| |
Goodwill(k) | | 1,333,798 | | | 20,166 | | | 1,353,964 | | | |
| |
Total fair value of consideration transferred | | $ | 2,578,879 | | | $ | — | | | $ | 2,578,879 | | | |
| |
______________________ |
| | | | | | | | | | | | | | |
(a) | As previously reported in the 2012 Form 10-K. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(b) | The measurement period adjustments primarily reflect: (i) reductions in the estimated fair value of a product brand intangible asset and property and equipment; (ii) changes in estimated inventory reserves; (iii) changes in certain assumptions impacting the fair value of acquired IPR&D; (iv) additional information obtained with respect to the valuation of certain pre-acquisition contingent assets, as well as legal and milestone obligations; and (v) the tax impact of pre-tax measurement period adjustments. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(c) | The fair value of trade accounts receivable acquired was $90.2 million, with the gross contractual amount being $90.3 million, of which the Company expects that $0.1 million will be uncollectible. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(d) | Includes an estimated fair value adjustment to inventory of $104.6 million. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(e) | Short-term and long-term investments consist of corporate and various government agency and municipal debt securities, investments in auction rate floating securities (student loans), and investments in equity securities. Subsequent to the acquisition date, the Company liquidated these investments for proceeds of $615.4 million, $9.0 million and $8.0 million in the fourth quarter of 2012, the first quarter of 2013, and the second quarter of 2013, respectively. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(f) | Includes prepaid expenses and an asset related to a supplemental executive retirement program. The supplemental executive retirement program was settled as of December 31, 2012. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(g) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| | Weighted- | | Amounts | | Measurement | | Amounts |
Average | Recognized as of | Period | Recognized as of |
Useful Lives | Acquisition Date | Adjustments | December 31, 2013 |
(Years) | (as previously | | (as adjusted) |
| reported) | | |
In-licensed products | | 11 | | $ | 633,429 | | | $ | 2,283 | | | $ | 635,712 | |
|
Product brands | | 8 | | 491,627 | | | (24,877 | ) | | 466,750 | |
|
Patents | | 5 | | 224,985 | | | 1,148 | | | 226,133 | |
|
Corporate brands | | 14 | | 40,683 | | | (397 | ) | | 40,286 | |
|
Total identifiable intangible assets acquired | | 9 | | $ | 1,390,724 | | | $ | (21,843 | ) | | $ | 1,368,881 | |
|
| | | | | | | | | | | | | | |
(h) | The significant components of the acquired IPR&D assets relate to the development of dermatology products, such as Luliconazole, a new imidazole, antimycotic cream for the treatment of tinea cruris, pedis and corporis, and Metronidazole 1.3%, a topical antibiotic for the treatment of bacterial vaginosis ($136.9 million, in the aggregate), and the development of aesthetics programs ($22.9 million). A New Drug Application (“NDA”) for Luliconazole was submitted to the FDA on December 11, 2012. In November 2013, the FDA approved the NDA for Luliconazole, which triggered the commencement of amortization. A multi-period excess earnings methodology (income approach) was primarily used to determine the estimated fair values of the acquired IPR&D assets. The projected cash flows from these assets were adjusted for the probabilities of successful development and commercialization of each project. Risk-adjusted discount rates of 10% - 11% were used to present value the projected cash flows. On April 30, 2013, the Company agreed to sell the worldwide rights in its Metronidazole 1.3% Vaginal Gel antibiotic development product, a topical antibiotic for the treatment of bacterial vaginosis, to Actavis Specialty Brands for approximately $55 million, which includes upfront and certain milestone payments, and minimum royalties for the first three years of commercialization. For further details, see note 27 titled “SUBSEQUENT EVENTS AND PENDING TRANSACTIONS”. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(i) | Includes accounts payable, a liability for a supplemental executive retirement program, a liability for stock appreciation rights, deferred revenue, accrued liabilities, and reserves for sales returns, rebates, managed care and Medicaid. The supplemental executive retirement program was settled as of December 31, 2012. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(j) | The following table summarizes the fair value of long-term debt assumed as of the acquisition date: | | | | | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | | | | | |
| | Amounts | | | | | | | | | | |
Recognized as of | | | | | | | | | | |
Acquisition Date | | | | | | | | | | |
1.375% Convertible Senior Notes(1) | | $ | 546,668 | | | | | | | | | | | |
| | | | | | | | | |
2.50% Contingent Convertible Senior Notes(1) | | 231,111 | | | | | | | | | | | |
| | | | | | | | | |
1.50% Contingent Convertible Senior Notes(1) | | 206 | | | | | | | | | | | |
| | | | | | | | | |
Total long-term debt assumed | | $ | 777,985 | | | | | | | | | | | |
| | | | | | | | | |
____________________________________ |
| | | | | | | | | | | | | | |
-1 | During the period from the acquisition date to December 31, 2013, the Company redeemed the 2.50% Contingent Convertible Senior Notes, the 1.50% Contingent Convertible Senior Notes and a portion of the 1.375% Convertible Senior Notes. For further details, see note 14 titled “LONG-TERM DEBT”. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(k) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | cost savings, operating synergies and other benefits expected to result from combining the operations of Medicis with those of the Company; | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | the value of the continuing operations of Medicis’ existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | intangible assets that do not qualify for separate recognition (for instance, Medicis’ assembled workforce). | | | | | | | | | | | | | |
The goodwill has been allocated to the Company’s Developed Markets segment. |
OraPharma |
Description of the Transaction |
On June 18, 2012, the Company acquired all of the outstanding common stock and preferred stock of OraPharma Topco Holdings, Inc. (“OraPharma”), a specialty oral health company located in the U.S. that develops and commercializes products that improve and maintain oral health. Pursuant to the Agreement and Plan of Merger, dated June 14, 2012, by and among Valeant, Orange Acquisition, Inc. (“Orange Merger Sub”), a Delaware corporation and wholly-owned subsidiary of Valeant, OraPharma and a representative of the shareholder of Orapharma, Orange Merger Sub merged with and into OraPharma with OraPharma continuing as the surviving entity and wholly-owned subsidiary of Valeant. The Company made an up-front payment of $289.3 million, and the Company may pay a series of contingent consideration payments of up to $114.0 million based on certain milestones, including certain revenue targets. The fair value of the contingent consideration was determined to be $99.2 million as of the acquisition date, for a total fair value of consideration transferred of $388.5 million. As of December 31, 2013, the assumptions used for determining fair value of the contingent consideration have not changed significantly from those used at the acquisition date. The Company also repaid at the closing $37.9 million of assumed debt. During the year ended December 31, 2013, the Company made contingent consideration payments of $40.0 million, in the aggregate. |
OraPharma’s lead product is Arestin®, a locally administered antibiotic for the treatment of periodontitis that utilizes an advanced controlled-release delivery system and is indicated for use in conjunction with scaling and root planing for the treatment of adult periodontitis. |
Assets Acquired and Liabilities Assumed |
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. |
| | |
| | | | | | | | | | | | | | |
| | Amounts | | Measurement | | Amounts | | |
Recognized as of | Period | Recognized as of | | |
Acquisition Date | Adjustments(b) | December 31, 2012 | | |
(as previously | | (as adjusted)(a) | | |
reported)(a) | | | | |
Cash | | $ | 14,119 | | | $ | — | | | $ | 14,119 | | | |
| |
Accounts receivable(c) | | 10,348 | | | — | | | 10,348 | | | |
| |
Inventories | | 3,222 | | | (685 | ) | | 2,537 | | | |
| |
Other current assets | | 4,063 | | | 22 | | | 4,085 | | | |
| |
Property and equipment | | 8,181 | | | — | | | 8,181 | | | |
| |
Identifiable intangible assets, excluding acquired IPR&D(d) | | 466,408 | | | (64,095 | ) | | 402,313 | | | |
| |
Acquired IPR&D(e) | | 15,464 | | | 13,151 | | | 28,615 | | | |
| |
Other non-current assets | | 1,862 | | | — | | | 1,862 | | | |
| |
Current liabilities | | (9,675 | ) | | (395 | ) | | (10,070 | ) | | |
Long-term debt, including current portion(f) | | (37,868 | ) | | — | | | (37,868 | ) | | |
| |
Deferred income taxes, net | | (173,907 | ) | | 18,386 | | | (155,521 | ) | | |
| |
Other non-current liabilities | | (158 | ) | | — | | | (158 | ) | | |
| |
Total identifiable net assets | | 302,059 | | | (33,616 | ) | | 268,443 | | | |
| |
Goodwill(g) | | 86,802 | | | 33,255 | | | 120,057 | | | |
| |
Total fair value of consideration transferred | | $ | 388,861 | | | $ | (361 | ) | | $ | 388,500 | | | |
| |
______________________ |
| | | | | | | | | | | | | | |
(a) | As previously reported in the 2012 Form 10-K. The Company has not recognized any measurement period adjustments in 2013 to the amounts previously reported in the 2012 Form 10-K. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(b) | The measurement period adjustments primarily reflect: (i) changes in the estimated fair value of the Arestin® product brand; (ii) the reclassification of intangible assets from product brands to IPR&D; (iii) a decrease in the total fair value of consideration transferred due to a working capital adjustment; and (iv) the tax impact of pre-tax measurement period adjustments. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(c) | Both the fair value and gross contractual amount of trade accounts receivable acquired were $10.3 million, as the Company expects that the amount to be uncollectible is negligible. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(d) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| | Weighted- | | Amounts | | Measurement | | Amounts |
Average | Recognized as of | Period | Recognized as of |
Useful Lives | Acquisition Date | Adjustments | December 31, 2012 |
(Years) | (as previously | | (as adjusted) |
| reported) | | |
Product brand | | 12 | | $ | 446,958 | | | $ | (62,450 | ) | | $ | 384,508 | |
|
Corporate brand | | 15 | | 19,450 | | | (1,645 | ) | | 17,805 | |
|
Total identifiable intangible assets acquired | | 12 | | $ | 466,408 | | | $ | (64,095 | ) | | $ | 402,313 | |
|
| | | | | | | | | | | | | | |
(e) | The IPR&D assets primarily relate to the development of Arestin® ER, which is indicated for oral hygiene use and Arestin® Peri-Implantitis, which is indicated for anti-inflammatory and anti-bacterial use. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(f) | Effective June 18, 2012, the Company terminated the credit facility agreement, repaid the assumed debt outstanding and cancelled the undrawn credit facilities. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(g) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | cost savings, operating synergies and other benefits expected to result from combining the operations of OraPharma with those of the Company; | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | the value of the continuing operations of OraPharma’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | intangible assets that do not qualify for separate recognition (for instance, OraPharma’s assembled workforce). | | | | | | | | | | | | | |
The amount of goodwill has been allocated to the Company’s Developed Markets segment. |
Other Business Combinations |
Description of the Transactions |
In the year ended December 31, 2012, the Company completed other business combinations, which included the following businesses, as well as other smaller acquisitions, for an aggregate purchase price of $807.5 million. The aggregate purchase price included contingent consideration obligations with an aggregate acquisition date fair value of $44.2 million. |
| | | | | | | | | | | | | | |
• | On October 2, 2012, the Company acquired certain assets from Johnson & Johnson Consumer Companies, Inc. (“J&J ROW”) for a purchase price of $41.7 million, relating to the rights in various ex-North American territories to the OTC consumer brands Caladryl® and Shower to Shower®. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | On September 28, 2012, the Company acquired certain assets from Johnson & Johnson Consumer Companies, Inc. (“J&J North America”) for a purchase price of $107.3 million, relating to the U.S. and Canadian rights to the OTC consumer brands Ambi®, Caladryl®, Corn Huskers®, Cortaid®, Purpose® and Shower to Shower®. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | On September 24, 2012, the Company acquired certain assets from QLT Inc. and QLT Ophthalmics, Inc. (collectively, “QLT”) relating to Visudyne®, which is used to treat abnormal growth of leaky blood vessels in the eye caused by wet age-related macular degeneration. The consideration paid included up-front payments of $62.5 million for the assets related to the rights to the product in the U.S. and $50.0 million for the assets related to the rights to the product outside the U.S. The Company may pay a series of contingent payments of up to $20.0 million relating to non-U.S. royalties and development milestones for QLT’s laser program in the U.S. In addition, the Company will pay royalties on sales of potential new indications for Visudyne® in the U.S. The fair value of the contingent consideration was determined to be $7.9 million as of the acquisition date. During 2013, the assumptions used for determining the fair value of the contingent consideration have been adjusted to reflect a lower estimated probability of achieving the milestones, which resulted in a net gain of $7.5 million which was recognized as Acquisition-related contingent consideration in the consolidated statements of (loss) income. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | On May 23, 2012, the Company acquired certain assets from University Medical Pharmaceuticals Corp. (“University Medical”), a specialty pharmaceutical company located in the U.S. focused on skincare products, including the rights to University Medical’s main brand AcneFree™, a retail OTC acne treatment. The consideration includes up-front payments of $65.0 million, and the Company may pay a series of contingent consideration payments of up to $40.0 million if certain net sales milestones are achieved. The fair value of the contingent consideration was determined to be $1.5 million as of the acquisition date. As of December 31, 2013, the assumptions used for determining fair value of the contingent consideration have not changed significantly from those used at the acquisition date. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | On May 2, 2012, the Company acquired certain assets from Atlantis Pharma (“Atlantis”), a branded generics pharmaceutical company located in Mexico, for up-front payments of $65.5 million (MXN$847.3 million), and the Company placed an additional $8.9 million (MXN$114.7 million) into an escrow account. The amounts in escrow will be paid to the sellers only if certain regulatory milestones are achieved and therefore such amounts were treated as contingent consideration. The fair value of the contingent consideration was determined to be $7.6 million as of the acquisition date. As of December 31, 2013, the assumptions used for determining fair value of the contingent consideration have not changed significantly from those used at the acquisition date. Since the acquisition date, certain amounts have been released from escrow to the sellers, reducing the escrow balance to $8.2 million as of December 31, 2013. The escrow balance is treated as restricted cash and is included in Prepaid expenses and other current assets and Other long-term assets, net in the Company’s consolidated balance sheets. Atlantis has a broad product portfolio, including products in gastro, analgesics and anti-inflammatory therapeutic categories. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | On March 13, 2012, the Company acquired certain assets from Gerot Lannach, a branded generics pharmaceutical company based in Austria. The Company made an up-front payment of $164.0 million (€125.0 million), and the Company may pay a series of contingent consideration payments of up to $19.7 million (€15.0 million) if certain net sales milestones are achieved. The fair value of the contingent consideration was determined to be $16.8 million as of the acquisition date. As of December 31, 2013, the assumptions used for determining fair value of the contingent consideration have not changed significantly from those used at the acquisition date. During the year ended December 31, 2013, the Company made contingent consideration payments of $20.1 million (€15.0 million), in the aggregate. There are no remaining contingent consideration payments under this arrangement. As part of the transaction, the Company also entered into a ten-year exclusive supply agreement with Gerot Lannach for the acquired products. Approximately 90% of sales relating to the acquired assets are in Russia, with sales also made in certain Commonwealth of Independent States (CIS) countries including Kazakhstan and Uzbekistan. Gerot Lannach’s largest product is acetylsalicylic acid, a low dose aspirin. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | On February 1, 2012, the Company acquired Probiotica Laboratorios Ltda. (“Probiotica”), which markets OTC sports nutrition products and other food supplements in Brazil, for a purchase price of $90.5 million (R$158.0 million). | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | During the year ended December 31, 2012, the Company completed other smaller acquisitions which are not material individually or in the aggregate. These acquisitions are included in the aggregated amounts presented below. | | | | | | | | | | | | | |
Assets Acquired and Liabilities Assumed |
These transactions have been accounted for as business combinations under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed related to the other business combinations, in the aggregate, as of the acquisition dates. |
| | |
| | | | | | | | | | | | | | |
| | Amounts | | Measurement | | Amounts | | |
Recognized as of | Period | Recognized as of | | |
Acquisition Dates | Adjustments(b) | 31-Dec-13 | | |
(as previously | | (as adjusted) | | |
reported)(a) | | | | |
Cash and cash equivalents | | $ | 7,255 | | | $ | (258 | ) | | $ | 6,997 | | | |
| |
Accounts receivable(c) | | 29,846 | | | (17 | ) | | 29,829 | | | |
| |
Assets held for sale(d) | | 15,566 | | | — | | | 15,566 | | | |
| |
Inventories | | 64,819 | | | (8,091 | ) | | 56,728 | | | |
| |
Other current assets | | 2,524 | | | — | | | 2,524 | | | |
| |
Property, plant and equipment | | 9,027 | | | — | | | 9,027 | | | |
| |
Identifiable intangible assets, excluding acquired IPR&D(e) | | 666,619 | | | 1,527 | | | 668,146 | | | |
| |
Acquired IPR&D | | 1,234 | | | — | | | 1,234 | | | |
| |
Indemnification assets(f) | | 27,901 | | | — | | | 27,901 | | | |
| |
Other non-current assets | | 21 | | | — | | | 21 | | | |
| |
Current liabilities | | (32,146 | ) | | (350 | ) | | (32,496 | ) | | |
Long-term debt | | (920 | ) | | — | | | (920 | ) | | |
| |
Liability for uncertain tax position | | (6,682 | ) | | 6,682 | | | — | | | |
| |
Other non-current liabilities(f) | | (28,523 | ) | | — | | | (28,523 | ) | | |
| |
Deferred income taxes, net | | (10,933 | ) | | 373 | | | (10,560 | ) | | |
| |
Total identifiable net assets | | 745,608 | | | (134 | ) | | 745,474 | | | |
| |
Goodwill(g) | | 70,600 | | | (8,587 | ) | | 62,013 | | | |
| |
Total fair value of consideration transferred | | $ | 816,208 | | | $ | (8,721 | ) | | $ | 807,487 | | | |
| |
________________________ |
| | | | | | | | | | | | | | |
(a) | As previously reported in the 2012 Form 10-K. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(b) | The measurement period adjustments primarily relate to the Probiotica acquisition and primarily reflect: (i) the elimination of the liability for uncertain tax positions; (ii) the changes in the estimated fair value of the corporate brand intangible asset; and (iii) a decrease in the total fair value of consideration transferred due to a working capital adjustment. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(c) | The fair value of trade accounts receivable acquired was $29.8 million, with the gross contractual amount being $31.1 million, of which the Company expects that $1.3 million will be uncollectible. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(d) | Assets held for sale relate to a product brand acquired in the Atlantis acquisition. Subsequent to that acquisition, the plan of sale changed, and the Company no longer intends to sell the asset. Consequently, the product brand was not classified as an asset held for sale as of December 31, 2012. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(e) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | |
| | Weighted- | | Amounts | | Measurement | | Amounts |
Average | Recognized as of | Period | Recognized as of |
Useful Lives | Acquisition Date | Adjustments | December 31, 2013 |
(Years) | (as previously | | (as adjusted) |
| reported) | | |
Product brands | | 10 | | $ | 456,720 | | | $ | (1,325 | ) | | $ | 455,395 | |
|
Corporate brands | | 12 | | 31,934 | | | 3,725 | | | 35,659 | |
|
Product rights | | 10 | | 109,274 | | | (873 | ) | | 108,401 | |
|
Royalty agreement | | 9 | | 36,277 | | | — | | | 36,277 | |
|
Partner relationships | | 5 | | 32,414 | | | — | | | 32,414 | |
|
Total identifiable intangible assets acquired | | 10 | | $ | 666,619 | | | $ | 1,527 | | | $ | 668,146 | |
|
| | | | | | | | | | | | | | |
(f) | Other non-current liabilities, and the corresponding indemnification assets, primarily relate to certain asserted and unasserted claims against Probiotica, which include potential tax-related obligations that existed at the acquisition date. The Company is indemnified by the sellers in accordance with indemnification provisions under its contractual arrangements. Indemnification assets and contingent liabilities were recorded at the same amount and classified in the same manner, as components of the purchase price, representing our best estimates of these amounts at the acquisition date, in accordance with guidance for loss contingencies and uncertain tax positions. Under the Company’s contractual arrangement with Probiotica, there is no limitation on the amount or value of indemnity claims that can be made by the Company; however there is a time restriction of either two or five years, depending on the nature of the claim. Approximately $12.9 million (R$22.5 million) of the purchase price for the Probiotica transaction from the date of acquisition had been placed in escrow in accordance with the indemnification provisions, of which 50% was released to the sellers in February 2013. The Company expects the total amount of such indemnification assets to be collectible from the sellers. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(g) | The goodwill relates primarily to the Probiotica acquisition. Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. The Company expects that the Probiotica’s goodwill will be deductible for tax purposes. The goodwill recorded from the J&J ROW, J&J North America, QLT, University Medical, Atlantis and Gerot Lannach acquisitions represents primarily the cost savings, operating synergies and other benefits expected to result from combining the operations with those of the Company. Probiotica’s goodwill recorded represents the following: | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | the Company’s expectation to develop and market new product brands and product lines in the future; | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | the value associated with the Company’s ability to develop relationships with new customers; | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | the value of the continuing operations of Probiotica’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | intangible assets that do not qualify for separate recognition (for instance, Probiotica’s assembled workforce). | | | | | | | | | | | | | |
The amount of the goodwill from the J&J North America, QLT and University Medical acquisitions has been allocated to the Company’s Developed Markets segment. The amount of goodwill from the J&J ROW, Probiotica, Atlantis and Gerot Lannach acquisitions has been allocated to the Company’s Emerging Markets segment. |
(c) Business combinations in 2011 included the following: |
iNova |
Description of the Transaction |
On December 21, 2011, the Company acquired iNova from Archer Capital, Ironbridge Capital and other minority management shareholders. The Company made upfront payments of $656.7 million (AUD$657.9 million) and the Company may pay a series of potential milestones of up to $59.9 million (AUD$60.0 million) based on the success of pipeline activities, product registrations and overall revenue. The fair value of the contingent consideration was determined to be $44.5 million as of the acquisition date, for a total fair value of consideration transferred of $701.2 million. For the years ended December 31, 2013 and 2012, the Company recognized a net gain of $5.5 million and $10.3 million, respectively, primarily due to changes in the estimated probability of achieving the milestones. The net gain was recognized as Acquisition-related contingent consideration in the consolidated statement of (loss) income. |
In connection with the transaction, in November and December 2011, the Company entered into foreign currency forward-exchange contracts to buy AUD$625.0 million, which were settled on December 20, 2011. The Company recorded a $16.4 million foreign exchange gain on the settlement of these contracts, which was recognized in Foreign exchange and other in the consolidated statements of (loss) income for the year ended December 31, 2011. |
iNova sells and distributes a range of prescription and OTC products in Australia, New Zealand, Asia and South Africa, including leading therapeutic weight management brands such as Duromine®/Metermine®, as well as leading OTC brands in the cold and cough area, such as Difflam®, Duro-Tuss® and Rikodeine®. |
Assets Acquired and Liabilities Assumed |
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. |
| | | | | | | | | | |
| | | | | | | | | | | | | | |
| | Amounts | | | | | | | | | | |
Recognized as of | | | | | | | | | | |
December 31, 2012 | | | | | | | | | | |
(as adjusted)(a) | | | | | | | | | | |
Cash and cash equivalents | | $ | 8,792 | | | | | | | | | | | |
| | | | | | | | | |
Accounts receivable(b) | | 30,525 | | | | | | | | | | | |
| | | | | | | | | |
Inventories | | 41,987 | | | | | | | | | | | |
| | | | | | | | | |
Property, plant and equipment(c) | | 14,508 | | | | | | | | | | | |
| | | | | | | | | |
Identifiable intangible assets(d) | | 421,762 | | | | | | | | | | | |
| | | | | | | | | |
Deferred income taxes, net | | 15,893 | | | | | | | | | | | |
| | | | | | | | | |
Current liabilities | | (34,213 | ) | | | | | | | | | | |
Total identifiable net assets | | 499,254 | | | | | | | | | | | |
| | | | | | | | | |
Goodwill(e) | | 201,927 | | | | | | | | | | | |
| | | | | | | | | |
Total fair value of consideration transferred | | $ | 701,181 | | | | | | | | | | | |
| | | | | | | | | |
____________________________________ |
| | | | | | | | | | | | | | |
(a) | Includes amounts recognized as of December 31, 2011 and insignificant measurement period adjustments recorded in 2012, as previously reported in the 2012 Form 10-K. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(b) | The fair value of trade accounts receivable acquired was $30.5 million, with the gross contractual amount being $31.5 million, of which the Company expects that $1.0 million will be uncollectible. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(c) | Property, plant and equipment includes a manufacturing facility, included in the Developed Markets segment, which was subsequently sold during the third quarter of 2012 for $10.2 million, which equaled its carrying amount. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(d) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | | | | | | | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | |
| | Weighted- | | Amounts | | | | | | | | |
Average | Recognized as of | | | | | | | | |
Useful Lives | December 31, 2012 | | | | | | | | |
(Years) | (as adjusted) | | | | | | | | |
Product brands | | 8 | | $ | 416,064 | | | | | | | | | |
| | | | | | | |
Corporate brands | | 4 | | 5,698 | | | | | | | | | |
| | | | | | | |
Total identifiable intangible assets acquired | | 8 | | $ | 421,762 | | | | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | | |
(e) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | cost savings, operating synergies and other benefits expected to result from combining the operations of iNova with those of the Company; | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | the value of the continuing operations of iNova’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | intangible assets that do not qualify for separate recognition (for instance, iNova’s assembled workforce). | | | | | | | | | | | | | |
The goodwill has been allocated to the Company’s Developed Markets segment ($119.5 million) and the Company’s Emerging Markets segment ($82.4 million). |
Dermik |
Description of the Transaction |
On December 16, 2011, the Company acquired Dermik, a dermatological unit of Sanofi in the U.S. and Canada, as well as the worldwide rights to Sculptra® and Sculptra® Aesthetic, for a total cash purchase price of approximately $421.6 million. The acquisition includes Dermik’s inventories and manufacturing facility located in Laval, Quebec. In connection with the acquisition of Dermik, the Company was required by the Federal Trade Commission (“FTC”) to divest IDP-111, a generic version of BenzaClin®, and 5-FU, an authorized generic of Efudex®. For further details, see note 4 titled “ACQUISITIONS AND DISPOSITIONS”. |
Dermik is a leading global medical dermatology business focused on the manufacturing, marketing and sale of therapeutic and aesthetic dermatology products. |
Assets Acquired and Liabilities Assumed |
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. |
| | | | | | | | | | |
| | | | | | | | | | | | | | |
| | Amounts | | | | | | | | | | |
Recognized as of | | | | | | | | | | |
December 31, 2012 | | | | | | | | | | |
(as adjusted)(a) | | | | | | | | | | |
Inventories | | $ | 28,568 | | | | | | | | | | | |
| | | | | | | | | |
Property, plant and equipment | | 39,581 | | | | | | | | | | | |
| | | | | | | | | |
Identifiable intangible assets(b) | | 343,649 | | | | | | | | | | | |
| | | | | | | | | |
Deferred tax liability | | (1,262 | ) | | | | | | | | | | |
Total identifiable net assets | | 410,536 | | | | | | | | | | | |
| | | | | | | | | |
Goodwill(c) | | 11,076 | | | | | | | | | | | |
| | | | | | | | | |
Total fair value of consideration transferred | | $ | 421,612 | | | | | | | | | | | |
| | | | | | | | | |
____________________________________ |
| | | | | | | | | | | | | | |
(a) | Includes amounts recognized as of December 31, 2011 and insignificant measurement period adjustments recorded in 2012, as previously reported in the 2012 Form 10-K. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(b) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | | | | | | | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | |
| | Weighted- | | Amounts | | | | | | | | |
Average | Recognized as of | | | | | | | | |
Useful Lives | December 31, 2012 | | | | | | | | |
(Years) | (as adjusted) | | | | | | | | |
Product brands | | 9 | | $ | 294,288 | | | | | | | | | |
| | | | | | | |
Product rights | | 5 | | 34,084 | | | | | | | | | |
| | | | | | | |
Manufacturing agreement | | 5 | | 15,277 | | | | | | | | | |
| | | | | | | |
Total identifiable intangible assets acquired | | 9 | | $ | 343,649 | | | | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | | |
(c) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. The Company expects that $6.4 million of the goodwill will be deductible for tax purposes in Canada. The goodwill recorded represents primarily the value of Dermik’s assembled workforce. The goodwill has been allocated to the Company’s Developed Markets segment. | | | | | | | | | | | | | |
Ortho Dermatologics |
Description of the Transaction |
On December 12, 2011, the Company acquired assets of the Ortho Dermatologics division of Janssen Pharmaceuticals, Inc. (“Janssen”), for a total cash purchase price of approximately $345.2 million. The assets acquired included prescription brands Retin-A Micro®, Ertaczo®, Renova® and Biafine®. |
Ortho Dermatologics is a leader in the field of dermatology and, over the years, has developed several products to treat skin disorders and dermatologic conditions. |
Assets Acquired and Liabilities Assumed |
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. |
| | | | | | | | | | |
| | | | | | | | | | | | | | |
| | Amounts | | | | | | | | | | |
Recognized as of | | | | | | | | | | |
December 31, 2012 | | | | | | | | | | |
(as adjusted)(a) | | | | | | | | | | |
Inventories | | $ | 6,169 | | | | | | | | | | | |
| | | | | | | | | |
Property, plant and equipment | | 206 | | | | | | | | | | | |
| | | | | | | | | |
Identifiable intangible assets, excluding acquired IPR&D(b) | | 333,599 | | | | | | | | | | | |
| | | | | | | | | |
Acquired IPR&D(c) | | 4,318 | | | | | | | | | | | |
| | | | | | | | | |
Deferred tax liability | | (1,690 | ) | | | | | | | | | | |
Total identifiable net assets | | 342,602 | | | | | | | | | | | |
| | | | | | | | | |
Goodwill(d) | | 2,592 | | | | | | | | | | | |
| | | | | | | | | |
Total fair value of consideration transferred | | $ | 345,194 | | | | | | | | | | | |
| | | | | | | | | |
____________________________________ |
| | | | | | | | | | | | | | |
(a) | Includes amounts recognized as of December 31, 2011 and insignificant measurement period adjustments recorded in 2012, as previously reported in the 2012 Form 10-K. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(b) | The identifiable intangible assets acquired relate to product brands intangible assets with an estimated weighted-average useful life of approximately nine years. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(c) | The acquired IPR&D asset relates to the development of the MC5 program, a topical treatment for acne vulgaris. In the second quarter of 2012, the Company terminated the MC5 program and recognized a charge of $4.3 million to write off the related IPR&D asset. This charge was recognized as In-process research and development impairments and other charges in the Company’s consolidated statements of (loss) income. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(d) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents primarily the cost savings, operating synergies and other benefits expected to result from combining the operations of Ortho Dermatologics with those of the Company. The goodwill has been allocated to the Company’s Developed Markets segment. | | | | | | | | | | | | | |
Afexa |
Description of the Transaction |
On October 17, 2011, the Company acquired 73.8% (80,929,921 common shares) of the outstanding common shares of Afexa Life Sciences Inc. (“Afexa”) for cash consideration of $67.7 million. The acquisition date fair value of the 26.2% noncontrolling interest in Afexa of $23.8 million was estimated using quoted market prices on such date, for a total fair value of consideration transferred of $91.5 million. In December 2011, the Company acquired the remaining outstanding common share of Afexa. Consequently, as of December 31, 2011, the Company owned 100% of Afexa. |
Afexa, currently markets several consumer brands, such as Cold-FX®, an OTC cold and flu treatment, and Coldsore-FX®, a topical OTC cold sore treatment. |
Assets Acquired and Liabilities Assumed |
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. |
| | | | | | | | | | |
| | | | | | | | | | | | | | |
| | Amounts | | | | | | | | | | |
Recognized as of | | | | | | | | | | |
December 31, 2012 | | | | | | | | | | |
(as adjusted)(a) | | | | | | | | | | |
Cash | | $ | 1,558 | | | | | | | | | | | |
| | | | | | | | | |
Accounts receivable(b) | | 7,912 | | | | | | | | | | | |
| | | | | | | | | |
Inventories | | 22,489 | | | | | | | | | | | |
| | | | | | | | | |
Other current assets | | 5,406 | | | | | | | | | | | |
| | | | | | | | | |
Property and equipment | | 8,766 | | | | | | | | | | | |
| | | | | | | | | |
Identifiable intangible assets(c) | | 74,730 | | | | | | | | | | | |
| | | | | | | | | |
Current liabilities | | (18,104 | ) | | | | | | | | | | |
Deferred income taxes, net | | (19,071 | ) | | | | | | | | | | |
Other non-current liabilities | | (1,138 | ) | | | | | | | | | | |
Total identifiable net assets | | 82,548 | | | | | | | | | | | |
| | | | | | | | | |
Goodwill(d) | | 8,982 | | | | | | | | | | | |
| | | | | | | | | |
Total fair value of consideration transferred | | $ | 91,530 | | | | | | | | | | | |
| | | | | | | | | |
____________________________________ |
| | | | | | | | | | | | | | |
(a) | Includes amounts recognized as of December 31, 2011 and insignificant measurement period adjustments recorded in 2012, as previously reported in the 2012 Form 10-K. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(b) | Both the fair value and gross contractual amount of trade accounts receivable acquired were $7.9 million, as the Company expects that the amount to be uncollectible is negligible. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(c) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | | | | | | | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | |
| | Weighted- | | Amounts | | | | | | | | |
Average | Recognized as of | | | | | | | | |
Useful Lives | December 31, 2012 | | | | | | | | |
(Years) | (as adjusted) | | | | | | | | |
Product brands | | 11 | | $ | 59,344 | | | | | | | | | |
| | | | | | | |
Patented technology | | 7 | | 15,386 | | | | | | | | | |
| | | | | | | |
Total identifiable intangible assets acquired | | 10 | | $ | 74,730 | | | | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | | |
(d) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | cost savings, operating synergies and other benefits expected to result from combining the operations of Afexa with those of the Company; and | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | intangible assets that do not qualify for separate recognition (for instance, Afexa’s assembled workforce). | | | | | | | | | | | | | |
The goodwill has been allocated to the Company’s Developed Markets segment. |
Sanitas |
Description of the Transaction |
On August 19, 2011 (the “Sanitas Acquisition Date”), the Company acquired 87.2% of the outstanding shares of AB Sanitas (“Sanitas”) for cash consideration of $392.3 million. Prior to the Sanitas Acquisition Date, the Company acquired 1,502,432 shares of Sanitas, which represented approximately 4.8% of the outstanding shares. As a result, as of the Sanitas Acquisition Date, the Company held a controlling financial interest in Sanitas of 92%, or 28,625,025 shares. The acquisition date fair value of the 8% noncontrolling interest in Sanitas of $34.8 million, and the acquisition date fair value of the previously-held 4.8% equity interest of $21.1 million, were estimated using quoted market prices on such date. |
On September 2, 2011, the Company announced a mandatory non-competitive tender offer (the “Tender Offer”) to purchase the remaining outstanding ordinary shares of Sanitas from all public shareholders at €10.06 per share. The Tender Offer closed on September 15, 2011, on which date the Company purchased an additional 1,968,631 shares (6.4% of the outstanding shares of Sanitas) for approximately $27.4 million. As a result of this purchase, the Company owned 30,593,656 shares or approximately 98.4% of Sanitas as of September 15, 2011. |
On September 22, 2011, the Company received approval from the Securities Commission of the Republic of Lithuania to conduct the mandatory tender offer through squeeze out procedures (the “Squeeze Out”) at a price per one ordinary share of Sanitas equal to €10.06, which requested that all minority shareholders sell to the Company the ordinary shares of Sanitas owned by them (512,264 ordinary shares, or 1.6% of Sanitas). |
As the Company maintained a controlling financial interest in Sanitas during the Tender Offer, the additional ownership interest of 6.4% acquired in Sanitas was accounted for as an equity transaction between owners. The noncontrolling interest in Sanitas of approximately 1.6% to be acquired through the Squeeze Out procedures was classified as a liability in the Company’s consolidated balance sheet as it was mandatorily redeemable. The outstanding balance as of December 31, 2013 was immaterial. |
Sanitas has a broad branded generics product portfolio consisting of 390 products in nine countries throughout Central and Eastern Europe, primarily Poland, Russia and Lithuania. Sanitas has in-house development capabilities in dermatology, hospital injectables and ophthalmology, and a pipeline of internally developed and acquired dossiers. |
Assets Acquired and Liabilities Assumed |
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the Sanitas Acquisition Date. |
| | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Amounts | | | | | | | | | | | |
Recognized as of | | | | | | | | | | | |
Acquisition Date(a) | | | | | | | | | | | |
Cash and cash equivalents | $ | 5,607 | | | | | | | | | | | | |
| | | | | | | | | | |
Accounts receivable(b) | 25,645 | | | | | | | | | | | | |
| | | | | | | | | | |
Inventories | 22,010 | | | | | | | | | | | | |
| | | | | | | | | | |
Other current assets | 3,166 | | | | | | | | | | | | |
| | | | | | | | | | |
Property, plant and equipment | 83,288 | | | | | | | | | | | | |
| | | | | | | | | | |
Identifiable intangible assets, excluding acquired IPR&D(c) | 247,127 | | | | | | | | | | | | |
| | | | | | | | | | |
Acquired IPR&D | 747 | | | | | | | | | | | | |
| | | | | | | | | | |
Other non-current assets | 2,662 | | | | | | | | | | | | |
| | | | | | | | | | |
Current liabilities | (30,428 | ) | | | | | | | | | | | |
Long-term debt, including current portion(d) | (67,134 | ) | | | | | | | | | | | |
Deferred income taxes, net | (43,269 | ) | | | | | | | | | | | |
Other non-current liabilities | (6,049 | ) | | | | | | | | | | | |
Total identifiable net assets | 243,372 | | | | | | | | | | | | |
| | | | | | | | | | |
Goodwill(e) | 204,791 | | | | | | | | | | | | |
| | | | | | | | | | |
Total fair value of consideration transferred | $ | 448,163 | | | | | | | | | | | | |
| | | | | | | | | | |
____________________________________ |
| | | | | | | | | | | | | | |
(a) | As previously reported in the 2011 Form 10-K. The Company has not recognized any measurement period adjustments to the amounts previously reported in the 2011 Form 10-K. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(b) | The fair value of trade accounts receivable acquired was $25.6 million, with the gross contractual amount being $27.8 million, of which the Company expects that $2.2 million will be uncollectible. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(c) | The following table summarizes the mounts and useful lives assigned to identifiable intangible assets: | | | | | | | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | |
| | Weighted- | | Amounts | | | | | | | | |
Average | Recognized as of | | | | | | | | |
Useful Lives | Acquisition Date | | | | | | | | |
(Years) | | | | | | | | | |
Product brands | | 7 | | $ | 164,823 | | | | | | | | | |
| | | | | | | |
Product rights | | 7 | | 43,027 | | | | | | | | | |
| | | | | | | |
Corporate brands | | 15 | | 25,227 | | | | | | | | | |
| | | | | | | |
Partner relationships | | 7 | | 14,050 | | | | | | | | | |
| | | | | | | |
Total identifiable intangible assets acquired | | 8 | | $ | 247,127 | | | | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | | |
(d) | Effective December 1, 2011, Sanitas terminated its Facility Agreement and Revolving Credit Line Agreement, repaid the amounts outstanding under its credit facilities and cancelled the undrawn credit facilities. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(e) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | cost savings, operating synergies and other benefits expected to result from combining the operations of Sanitas with those of the Company; | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | the value of the continuing operations of Sanitas’ existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | intangible assets that do not qualify for separate recognition (for instance, Sanitas’ assembled workforce). | | | | | | | | | | | | | |
The goodwill has been allocated to the Company’s Emerging Markets segment. |
Elidel®/Xerese® |
On June 29, 2011, the Company entered into a license agreement with Meda Pharma SARL (“Meda”) to acquire the exclusive rights to commercialize both Elidel® Cream and Xerese® Cream in the U.S., Canada and Mexico. In addition, the Company and Meda have the right to undertake development work in respect of Elidel® and Xerese® products. The Company made an upfront payment to Meda of $76.0 million with an obligation to pay a series of potential milestone payments of up to $16.0 million and guaranteed royalties totaling $120.0 million in the aggregate through 2011 and 2012. Thereafter, the Company will pay a double-digit royalty to Meda on net sales of Elidel®, Xerese® and Zovirax®, including additional minimum royalties of $120.0 million in the aggregate during 2013-2015. The Company acquired the U.S. and Canadian rights to non-ophthalmic topical formulations of Zovirax® from GlaxoSmithKline (“GSK”) in the first quarter of 2011 (as described in note 4). |
The Elidel®/Xerese® transaction has been accounted for as a business combination under the acquisition method of accounting. The fair value of the upfront and contingent consideration, inclusive of minimum and variable royalty payments, was determined to be $437.7 million as of the acquisition date. As the majority of the contingent consideration relates to future royalty payments, the amount ultimately to be paid under this arrangement will be dependent on the future sales levels of Elidel®, Xerese®, and Zovirax®. In accordance with the acquisition method of accounting, the royalty payments associated with this transaction are treated as part of the consideration paid for the business, and therefore the Company will not recognize royalty expense in the consolidated statements of (loss) income for these products. The royalty payments are being recorded as a reduction to the acquisition-related contingent consideration liability. During the year ended December 31, 2013, 2012 and 2011, the Company made $44.5 million, $88.0 million and $28.5 million, respectively, of acquisition-related contingent consideration payments, including royalties and milestones, related to this transaction. In January 2014, the Company made additional royalty payments totaling $10.0 million. |
In April 2013, Mylan Inc. launched a generic Zovirax® ointment, which was earlier than we previously anticipated. Also, in April 2013, we entered into an agreement with Actavis, Inc. (“Actavis”) to launch the authorized generic ointment for Zovirax®. Refer to note 5 titled “COLLABORATION AGREEMENTS” for further information regarding the agreement with Actavis. As a result of analysis in the third quarter of 2013 of performance trends since the generic entrant, the Company adjusted the projected revenue forecast, resulting in an acquisition-related contingent consideration net gain of $20.0 million for the year ended December 31, 2013. For the year ended December 31, 2012, the Company recognized a net loss of $6.5 million primarily driven by fair value adjustments to reflect accretion for the time value of money, partially offset by changes in the projected revenue forecast. For the year ended December 31, 2011, the Company recognized a loss of $11.2 million primarily due to accretion to reflect the time value of money. The net gain for the year ended December 31, 2013 and the net loss for the year ended December 31, 2012 and 2011 were recognized as Acquisition-related contingent consideration in the consolidated statements of (loss) income. |
The total fair value of the consideration transferred was assigned to product brands intangible assets ($406.4 million), acquired IPR&D assets ($33.5 million) and a net deferred income tax liability ($(2.2) million). The product brands intangible assets have an estimated weighted-average useful life of approximately eight years. The acquired IPR&D asset relates to the development of a Xerese® life-cycle product. The projected cash flows from the acquired IPR&D asset were adjusted for the probability of successful development and commercialization of the product. In determining the fair value of this asset, we used a risk-adjusted discount rate of 13% to present value the projected cash flows. In the fourth quarter of 2012, the Company recognized an IPR&D impairment charge of $24.7 million related to this asset due to higher projected development spend and revised timelines for potential commercialization. See note 12 titled “INTANGIBLE ASSETS AND GOODWILL” for further information regarding IPR&D asset impairments recognized in 2012. |
PharmaSwiss |
Description of the Transaction |
On March 10, 2011, the Company acquired all of the issued and outstanding stock of PharmaSwiss S.A. (“PharmaSwiss”), a privately-owned branded generics and OTC pharmaceutical company based in Zug, Switzerland. As of the acquisition date, the total consideration transferred to effect the acquisition of PharmaSwiss comprised cash paid of $491.2 million (€353.1 million) and the rights to contingent consideration payments of up to $41.7 million (€30.0 million) if certain net sales milestones of PharmaSwiss were achieved for the 2011 calendar year. The fair value of the contingent payments was determined to be $27.5 million as of the acquisition date. For the year ended December 31, 2011, the Company recognized a gain of $13.2 million due to changes in the fair value of acquisition-related contingent consideration. The gain was recognized as Acquisition-related contingent consideration in the consolidated statements of (loss) income. In May 2012, the Company made a contingent consideration payment of $12.4 million (€10.0 million) based on the net sales results for the 2011 calendar year. There are no remaining contingent consideration payments under this arrangement. |
In connection with the transaction, in February 2011, the Company entered into foreign currency forward-exchange contracts to buy €130.0 million, which were settled on March 9, 2011. The Company recorded a $5.1 million gain on the settlement of these contracts, which was partially offset by a foreign exchange loss of $2.4 million recognized on the remaining €220.0 million bought to finance the transaction. The net foreign exchange gain of $2.7 million was recognized in Foreign exchange and other in the consolidated statement of income for the year ended December 31, 2011. |
PharmaSwiss is an existing partner to several large pharmaceutical and biotech companies offering regional expertise in such functions as regulatory, compliance, sales, marketing and distribution, in addition to developing its own product portfolio. Through its business operations, PharmaSwiss offers a broad product portfolio in seven therapeutic areas and operations in 19 countries throughout Central and Eastern Europe, including Serbia, Hungary, the Czech Republic and Poland, as well as in Greece and Israel. |
Assets Acquired and Liabilities Assumed |
The transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. |
| | | | | | | | | | |
| | | | | | | | | | | | | | |
| | Amounts | | | | | | | | | | |
Recognized as of | | | | | | | | | | |
December 31, 2011 | | | | | | | | | | |
(as adjusted)(a) | | | | | | | | | | |
Cash and cash equivalents | | $ | 43,940 | | | | | | | | | | | |
| | | | | | | | | |
Accounts receivable(b) | | 61,629 | | | | | | | | | | | |
| | | | | | | | | |
Inventories(c) | | 70,319 | | | | | | | | | | | |
| | | | | | | | | |
Other current assets | | 14,429 | | | | | | | | | | | |
| | | | | | | | | |
Property, plant and equipment | | 9,737 | | | | | | | | | | | |
| | | | | | | | | |
Identifiable intangible assets(d) | | 209,240 | | | | | | | | | | | |
| | | | | | | | | |
Other non-current assets | | 3,122 | | | | | | | | | | | |
| | | | | | | | | |
Current liabilities | | (46,040 | ) | | | | | | | | | | |
Deferred income taxes, net | | (6,608 | ) | | | | | | | | | | |
Other non-current liabilities | | (720 | ) | | | | | | | | | | |
Total identifiable net assets | | 359,048 | | | | | | | | | | | |
| | | | | | | | | |
Goodwill(e) | | 159,660 | | | | | | | | | | | |
| | | | | | | | | |
Total fair value of consideration transferred | | $ | 518,708 | | | | | | | | | | | |
| | | | | | | | | |
____________________________________ |
| | | | | | | | | | | | | | |
(a) | Includes amounts recognized as of December 31, 2011, as previously reported in the 2011 Form 10-K. The measurement period adjustments in 2011 were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(b) | The fair value of trade accounts receivable acquired was $61.6 million, with the gross contractual amount being $66.8 million, of which the Company expects that $5.2 million will be uncollectible. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(c) | Includes $18.2 million to record PharmaSwiss inventory at its estimated fair value. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(d) | The following table summarizes the amounts and useful lives assigned to identifiable intangible assets: | | | | | | | | | | | | | |
| | | | | | | | |
| | | | | | | | | | | | | | |
| | Weighted- | | Amounts | | | | | | | | |
Average | Recognized as of | | | | | | | | |
Useful Lives | December 31, 2011 | | | | | | | | |
(Years) | (as adjusted) | | | | | | | | |
Partner relationships(1) | | 7 | | $ | 130,183 | | | | | | | | | |
| | | | | | | |
Product brands | | 9 | | 79,057 | | | | | | | | | |
| | | | | | | |
Total identifiable intangible assets acquired | | 7 | | $ | 209,240 | | | | | | | | | |
| | | | | | | |
____________________________________ |
| | | | | | | | | | | | | | |
-1 | The partner relationships intangible asset represents the value of existing arrangements with various pharmaceutical and biotech companies, for whom PharmaSwiss provides regulatory, compliance, sales, marketing and distribution functions. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
(e) | Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents the following: | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | cost savings, operating synergies and other benefits expected to result from combining the operations of PharmaSwiss with those of the Company; | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | the value of the going-concern element of PharmaSwiss existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately); and | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | intangible assets that do not qualify for separate recognition (for instance, PharmaSwiss assembled workforce). | | | | | | | | | | | | | |
The goodwill has been allocated to the Company’s Emerging Markets segment. |
Pro Forma Impact of Business Combinations |
The following table presents unaudited pro forma consolidated results of operations for the years ended December 31, 2013 and 2012, as if the 2013 acquisitions had occurred as of January 1, 2012 and the 2012 acquisitions had occurred as of January 1, 2011. |
| | | | | | |
| | | | | | | | | | | | | | |
| | Unaudited | | | | | | |
| | 2013 | | 2012 | | | | | | |
Revenues | | $ | 7,665,850 | | | $ | 7,700,624 | | | | | | | |
| | | | | |
Net loss attributable to Valeant Pharmaceuticals International, Inc. | | (821,147 | ) | | (709,592 | ) | | | | | | |
Loss per share attributable to Valeant Pharmaceuticals International, Inc.: | | | | | | | | | | |
Basic and diluted | | $ | (2.47 | ) | | $ | (2.14 | ) | | | | | | |
The decline in pro forma revenues in the year ended December 31, 2013 as compared to the year ended December 31, 2012 was primarily due to (i) lower sales of the Zovirax® franchise, Retin-A Micro®, BenzaClin® and Cesamet® due to generic competition and (ii) lower alliance and royalty revenue resulting from a milestone payment recognized in the second quarter of 2012 from GSK in connection with the launch of Potiga® (see note 5 titled “COLLABORATION AGREEMENTS” for further information). These declines were partially offset by growth from the remaining business. |
The unaudited pro forma consolidated results of operations were prepared using the acquisition method of accounting and are based on the historical financial information of the Company and the acquired businesses described above. Except to the extent realized in the year ended December 31, 2013, the unaudited pro forma information does not reflect any cost savings, operating synergies and other benefits that the Company may achieve as a result of these acquisitions, or the costs necessary to achieve these cost savings, operating synergies and other benefits. In addition, except to the extent recognized in the year ended December 31, 2013, the unaudited pro forma information does not reflect the costs to integrate the operations of the Company with those of the acquired businesses. |
The unaudited pro forma information is not necessarily indicative of what the Company’s consolidated results of operations actually would have been had the 2013 acquisitions and the 2012 acquisitions been completed on January 1, 2012 and January 1, 2011, respectively. In addition, the unaudited pro forma information does not purport to project the future results of operations of the Company. The unaudited pro forma information reflects primarily the following adjustments: |
| | | | | | | | | | | | | | |
• | elimination of historical intangible asset amortization expense of these acquisitions; | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | additional amortization expense related to the fair value of identifiable intangible assets acquired; | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | additional depreciation expense related to fair value adjustment to property, plant and equipment acquired; | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | additional interest expense associated with the financing obtained by the Company in connection with the various acquisitions; and | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | the exclusion from pro forma earnings in the year ended December 31, 2013 of the acquisition accounting adjustments on these acquisitions’ inventories that were sold subsequent to the acquisition date of $369.9 million, in the aggregate, and the exclusion of $25.3 million of acquisition-related costs, in the aggregate, incurred primarily for these acquisitions in the year ended December 31, 2013, and the inclusion of those amounts in pro forma earnings for the corresponding comparative periods. | | | | | | | | | | | | | |
In addition, all of the above adjustments were adjusted for the applicable tax impact. |