Acquisitions and License Agreements (Tables)

12 Months Ended

Dec. 27, 2019

Schedule of Fair Value of Identifiable Assets Acquired and Liabilities Assumed

The following amounts represent the allocation of the fair value of the identifiable assets acquired and liabilities assumed for the respective acquisitions:



	Sucampo ⁽¹⁾		Ocera ⁽²⁾		InfaCare ⁽³⁾
Acquisition Date	February 2018		December 2017		September 2017
Cash	$	149.6	$	1.0	$	1.3
Accounts receivable	35.7		—		—
Inventory	153.2		—		—
Intangible assets	919.5		64.5		113.5
Goodwill (non-tax deductible) ⁽⁴⁾	248.6		18.0		11.4
Other assets, current and non-current	25.8		0.4		0.1
Total assets acquired	1,532.4		83.9		126.3
Current liabilities	109.4		12.0		14.5
Other liabilities (non-current)	33.3		—		—
Deferred tax liabilities, net (non-current)	175.8		16.7		8.7
Contingent consideration (non-current)	—		12.8		35.0
Debt	366.3		—		30.0
Total liabilities assumed	684.8		41.5		88.2
Net assets acquired	$	847.6	$	42.4	$	38.1


(1)	During fiscal 2019, the Company recognized a full impairment of the IPR&D asset related to VTS-270 of $274.5 million. Refer to Note 13 for further information.


(2)	Of the $42.4 million net assets acquired for Ocera, $40.5 million and $1.9 million was paid in fiscal 2017 and 2018, respectively.


(3)	During fiscal 2019, the Company recognized a full impairment of the IPR&D asset related to stannsoporfin of $113.5 million. During fiscal 2018, the Company reduced the contingent consideration liability related to this acquisition to zero through the recognition of a $35.0 million fair value adjustment. Refer to Note 13 and 21 for further information.


(4)	Refer to Note 13 for further information relating to the full goodwill impairment recorded in fiscal 2018.

^[1],[2]

Schedule of Reconciliation of Total Consideration

The following reconciles the total consideration to net assets acquired:



	Sucampo		Ocera ⁽¹⁾			InfaCare
Total consideration, net of cash	$	698.0	$	63.4		$	71.8
Plus: cash assumed in acquisition	149.6		1.0			1.3
Total consideration	847.6		64.4			73.1
Less: non-cash contingent consideration	—		(22.0		)	(35.0		)
Net assets acquired	$	847.6	$	42.4		$	38.1


(1)	$1.9 million of the total consideration, net of cash was paid in fiscal 2018, subsequent to the Company's December 11, 2017 acquisition date.

Schedule of Intangible Assets Acquired

Intangible assets acquired consist of the following:

Acquisition

Intangible Asset Acquired

Amount

Amortization Period

Discount Rate

Segment

Sucampo

Completed technology - Amitiza

634.0

9 years

14.0

Specialty Brands

Sucampo

Completed technology - Other ⁽¹⁾

11.0

8 years

14.0

Specialty Brands

Sucampo

In-process research and development - VTS-270 ⁽²⁾

274.5

Non-Amortizable

15.0

Specialty Brands

Ocera

In-process research and development - MNK-6105/6106

64.5

Non-Amortizable

15.5

Specialty Brands

InfaCare

In-process research and development - stannsoporfin ⁽³⁾

113.5

Non-Amortizable

13.5

Specialty Brands

^[3]

Schedule of Acquisition Cost

Acquisition-Related Costs - Acquisition-related costs incurred for each of the acquisitions discussed above were as follows:



	Fiscal Year
Acquisition-related costs	2018		2017
Sucampo	$	5.2	$	4.2
Ocera	0.5		0.9
InfaCare	—		1.2
Other	0.1		0.1
Total acquisition-related costs	$	5.8	$	6.4

[1]	During fiscal 2019, the Company recognized a full impairment of the IPR&D asset related to stannsoporfin of $113.5 million. During fiscal 2018, the Company reduced the contingent consideration liability related to this acquisition to zero through the recognition of a $35.0 million fair value adjustment. Refer to Note 13 and 21 for further information.
[2]	Of the $42.4 million net assets acquired for Ocera, $40.5 million and $1.9 million was paid in fiscal 2017 and 2018, respectively.
[3]	During fiscal 2019, the intellectual property related to this intangible asset was sold, and therefore is no longer reflected in the Company's consolidated balance sheet as of December 27, 2019.