On April 29, 2022, we completed the previously announced acquisition of 100% of the outstanding equity interest in HRA Pharma for total consideration of €1.8 billion, or approximately $1.9 billion. We funded the transaction with cash on hand and borrowings under our New Senior Secured Credit Facilities (as defined in Note 11).

HRA Pharma is a self-care based company with consumer brands such as Compeed®, ellaOne® and Mederma®, as well as a trusted rare disease portfolio. The acquisition completed our transformation to a consumer self-care company. HRA Pharma’s operations are reported in both our CSCA and CSCI segments.

The acquisition of HRA Pharma was accounted for as a business combination and has been reported in our Consolidated Statements of Operations as of the acquisition date. From April 29, 2022 through October 1, 2022, HRA Pharma generated net sales of $128.7 million and a net operating loss of $26.3 million, inclusive of $10.2 million of cost of goods sold related to the acquisition step up to fair value on inventories sold and $38.8 million of amortization related to intangible assets recognized on acquisition.

During the three and nine months ended October 1, 2022, we incurred $0.6 million and $43.9 million of transaction costs related to the acquisition (legal, banking and other professional fees), respectively. The amounts were recorded in Administration expense and were not allocated to an operating segment.

We are in the process of gathering significant relevant information needed to complete the valuation for the assets acquired and liabilities assumed. As a result, the initial accounting for the acquisition is incomplete. The provisional acquisition amounts recognized for assets acquired and liabilities assumed will be finalized as soon as possible but no later than one year from the acquisition date. The final determination may result in asset and liability fair values and tax bases that differ from the preliminary estimates and require changes to the preliminary amounts recognized.


	HRA Pharma
Purchase Price	$	1,945.6

Assets Acquired
Cash and cash equivalents	$	44.2
Accounts receivable	78.1
Inventories	37.3
Prepaid expenses and other current assets	16.7
Property, plant and equipment	4.6
Operating lease assets	9.7
Goodwill	618.1
Definite-lived intangible assets
Trademarks and trade names	1,072.3
Developed product technology	170.2
Distribution networks	82.3
Indefinite lived intangibles
In-process research and development	63.3
Total intangible assets	1,388.1
Deferred income taxes	10.3
Other non-current assets	0.8
Total assets	2,207.9
Liabilities assumed
Accounts payable	43.4
Payroll and related taxes	16.1
Accrued customer programs	9.0

Other accrued liabilities	13.7
Accrued income taxes	0.4
Deferred income taxes	169.0
Other non-current liabilities	10.6
Total liabilities	262.2
Non-Controlling Interest	0.1
Net Assets Acquired	$	1,945.6

We recorded the preliminary purchase price allocation in the second quarter of 2022. During the third quarter of 2022, we recorded measurement period adjustments resulting in an increase to goodwill of $1.9 million, which consisted of a $1.2 million decrease in inventory, $1.1 million increase in net deferred income tax liabilities, and a net increase of $0.7 million to other liabilities, partially offset by a $1.1 million decrease in accounts payable.

Goodwill of $618.1 million arising from the acquisition consists largely of the anticipated growth from new product sales, sales to new customers, HRA Pharma's assembled workforce, and the synergies expected from combining the operations of Perrigo and HRA Pharma. Goodwill of $93.3 million and $524.8 million was allocated to our CSCA and CSCI segments, respectively. We are currently evaluating the tax deductibility of the provisional goodwill; however, we do not expect deductibility for income tax purposes. The definite-lived intangible assets acquired consist of trademarks and trade names, developed product technologies, and distribution networks. Trademarks and trade names were assigned useful lives that range from 20 to 26 years. Developed product technologies were assigned 8 to 21-year useful lives. Distribution networks were assigned useful lives ranging from 2 to 23-years reflecting the intent to integrate certain external distributors and sales forces within the CSCI segment. Trademarks and trade names, developed product technology, and in-process research and development ("IPR&D") were valued using the multi-period excess earnings method. Significant judgment was applied in estimating the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to the timing and amounts of cash flow projections, including revenue growth rates, projected profit margins, and discount rates.

The unaudited pro forma information is presented for information purposes only and is not indicative of the results that would have been achieved if the acquisition had taken place at such time. The unaudited pro forma information presented above includes adjustments primarily for amortization charges for acquired intangible assets, depreciation of property, plant and equipment that have been revalued, certain acquisition-related charges, and related tax effects.

On March 9, 2022, we completed the sale of our Latin American businesses to Advent International for total consideration of $23.9 million, consisting of $5.4 million in cash, installment receivables due 12 and 18 months from completion totaling $11.3 million based on the Mexican peso exchange rate at the time of sale, and contingent consideration of $7.2 million based on the Brazilian real exchange rate at the time of sale. The sale resulted in a pre-tax loss of $1.4 million, net of professional fees, recorded in Other (income) expense, net on the Condensed Statements of Operations.

On March 24, 2022, we completed the sale of the ScarAway® brand asset, a leading U.S. OTC scar management brand, to Alliance Pharmaceuticals Ltd. for cash consideration of $20.7 million. The sale resulted in a pre-tax gain of $3.6 million recorded in our CSCA segment in Other operating expense, net on the Condensed Statements of Operations.