Horizon Therapeutics Public (HZNP) 8-K Horizon Pharma to Acquire Vidara Therapeutics International Ltd. and Become Horizon

Horizon Pharma, Inc.

NASDAQ:  HZNP

NASDAQ:  HZNP

March

19

,

2014

Filed under Rule

14a-12 of the Securities Exchange Act of 1934

Filing by: Horizon Pharma, Inc.

Subject Company: Horizon Pharma, Inc.

SEC File No. of Horizon Pharma, Inc.: 001-35238

The following is a slide presentation relating to the proposed

transactions

described

therein

that

was

made

available

beginning

on   

March 19, 2014.

Exhibit 99.2

th

A Transformational

Combination

Horizon Pharma plc

Forward-Looking Statements

3

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

This presentation contains forward-looking statements, including, but not limited to, statements related to the anticipated

consummation of the business combination transaction between Horizon Pharma and Vidara Therapeutics and the timing and

benefits thereof, the combined company’s strategy, plans, objectives, expectations (financial or otherwise) and intentions, future

financial results and growth potential, anticipated product portfolio, development programs and management structure, and other

statements that are not historical facts.  These forward-looking statements are based on Horizon Pharma’s current expectations

and inherently involve significant risks and uncertainties.  Actual results and the timing of events could differ materially from those

anticipated in such forward looking statements as a result of these risks and uncertainties, which include, without limitation, risks

related to Horizon Pharma’s ability to complete the transaction on the proposed terms and schedule; risks associated with business

combination transactions, such as the risk that the businesses will not be integrated successfully, that such integration may be more

difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; risks related to

future opportunities and plans for the combined company, including uncertainty of the expected financial performance and results

of the combined company following completion of the proposed transaction; disruption from the proposed transaction, making it

more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the calculations of

and factors that may impact the calculations of, the acquisition price in connection with the proposed merger and the allocation of

such acquisition price to the net assets acquired in accordance with applicable accounting rules and methodologies; and the

possibility that if the combined company does not achieve the perceived benefits of the proposed transaction as rapidly or to the

extent anticipated by financial analysts or investors, the market price of the combined company’s shares could decline, as well as

other risks related to Horizon Pharma’s business, including Horizon Pharma’s dependence on sales of DUEXIS and VIMOVO and its

ability to increase sales of its DUEXIS, VIMOVO and RAYOS/LODOTRA products; competition, including potential generic

competition; the ability of Horizon Pharma to protect its intellectual property and defend its patents; regulatory obligations and

oversight; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in Horizon Pharma's SEC

filings and reports, including in its Annual Report on Form 10-K for the year ended December 31, 2013.  Horizon Pharma undertakes

no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information,

future events or changes in its expectations.

Forward-Looking Statements

4

Additional Information and Where to Find It

In connection with the proposed transaction, Horizon Pharma and Vidara Therapeutics will be filing documents with the SEC,

including the filing by Horizon Pharma of a preliminary and definitive proxy statement/prospectus relating to the proposed

transaction and the filing by Vidara Therapeutics of a registration statement on Form S-4 that will include the proxy

statement/prospectus relating to the proposed transaction.  After the registration statement has been declared effective by the

SEC, a definitive proxy statement/prospectus will be mailed to Horizon Pharma stockholders in connection with the proposed

transaction.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE

RELATED PRELIMINARY AND DEFINITIVE PROXY/PROSPECTUS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN

IMPORTANT INFORMATION ABOUT HORIZON PHARMA, Vidara THERAPEUTICS AND THE PROPOSED TRANSACTION.  Investors and

security holders may obtain free copies of these documents (when they are available) and other related documents filed with the

SEC at the SEC’s web site at www.sec.gov, by directing a request to Horizon Pharma’s Investor Relations department at Horizon

Pharma, Inc., Attention: Investor Relations, 520 Lake Cook Road, Suite 520, Deerfield, IL 60015 or to Horizon Pharma’s Investor

Relations department at 224-383-3000 or by email to investor-relations@horizonpharma.com. Investors and security holders may

obtain free copies of the documents filed with the SEC on Horizon Pharma’s website at www.horizonpharma.com under the

heading “Investors” and then under the heading “SEC Filings.” 

Horizon Pharma and its directors and executive officers and Vidara Therapeutics and its directors and executive officers may be

deemed participants in the solicitation of proxies from the stockholders of Horizon Pharma in connection with the proposed

transaction.  Information regarding the special interests of these directors and executive officers in the proposed transaction will be

included in the proxy statement/prospectus described above.  Additional information regarding the directors and executive officers

of Horizon Pharma is also included in Horizon Pharma’s Annual Report on Form 10-K for the year ended December 31, 2013, which

was filed with the SEC on March 13, 2014.  These documents are available free of charge at the SEC’s web site at www.sec.gov and

from Investor Relations at Horizon Pharma as described above.  

This communication does not constitute an offer to sell, or the solicitation of an offer to sell, or the solicitation of an offer to

subscribe for or buy, any securities nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such

offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

For full prescribing information refer to product websites.

Note Regarding Use of Non-GAAP Financial Measures

5

Horizon Pharma provides non-GAAP net income (loss) and net income (loss) per share financial measures that include

adjustments to GAAP figures.  These adjustments to GAAP exclude non-cash items such as stock compensation and 

depreciation and amortization, non-cash interest expense, and other non-cash charges.  Certain one-time or substantive 

events may also be included in the non-GAAP adjustments periodically when their magnitude is significant within the 

periods incurred.  EBITDA, or earnings before interest, taxes, depreciation and amortization, is also used and provided by 

Horizon Pharma as a non-GAAP financial measure.  Horizon Pharma believes that these non-GAAP financial measures, when

considered together with the GAAP figures, can enhance an overall understanding of Horizon Pharma’s financial 

performance.  The non-GAAP financial measures are included with the intent of providing investors with a more complete

understanding of operational results and trends.  In addition, these non-GAAP financial measures are among the indicators

Horizon Pharma’s management uses for planning and forecasting purposes and measuring Horizon Pharma’s performance. 

These non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial

measures calculated in accordance with GAAP.  The non-GAAP financial measures used by Horizon Pharma may be 

calculated differently from, and therefore may not be comparable to, non-GAAP financial measures used by other companies. 

•

Accelerates Horizon’s transformation into a profitable, specialty pharma company

-

Expands

and

diversifies

our

revenue

base

with

the

addition

of

ACTIMMUNE

®

,

which

realized

$58.9

million

in

net

revenues

in

2013

-

Expected

pro

forma

combined,

full

year

2014

revenues

of

$250

to

$265

million

and

adjusted

EBITDA

of

$65

to

$75

million

(1)

-

Accretive

to

full

year

2014

GAAP

and

non-GAAP

pro

forma

earnings

(1)

•

Complements our business model of targeted promotion to specialist and primary

care physicians

•

Further enhances our leverage with distribution partners and managed care

•

Enhances our ability to drive continued organic growth

-

Optimize value based on understanding of the market and managed care

-

Minimize patient out of pocket costs

•

Facilitates our acquisition strategy

Acquisition Rationale

6

(1) Assuming transaction related expenses are excluded

7

Portfolio & Financial

Portfolio & Financial

Guidance

Guidance

Shareholder Votes

Shareholder Votes

Combined Company

Combined Company

Ownership

Ownership

•

Horizon –

~74%; Vidara –

~26%

•

Approximately 122 million fully-diluted shares at closing

•

Four products marketed in the U.S.

•

$250

-

$265

million

in

pro

forma

combined,

full

year

2014

revenues

•

$65

-

$75

million

in

pro

forma

combined,

full

year

2014

EBITDA

(1)

•

Horizon board-represented funds entered into voting agreements

representing ~20% of the outstanding shares

•

All necessary Vidara shareholder approvals achieved

•

Tim Walbert, chairman, president and CEO, Horizon Pharma, Inc.

•

Current independent directors of Horizon (6)

•

Virinder Nohria, M.D., Ph.D. (President and CMO, Vidara)

Board of Directors

Board of Directors

Horizon Pharma plc

•

Horizon executive management team to lead combined company

•

Vidara executives join Horizon in leadership roles

Management

Management

(1) Assuming exclusion of transaction related expenses

•

Biopharmaceutical company focused on orphan indications and diseases with

high unmet medical needs

•

ACTIMMUNE

®

Recombinant

biologic

for

chronic

granulomatous

disease

(CGD)

and

severe,

malignant

osteopetrosis (SMO)

•

Specialty ACTIMMUNE

®

sales force with orphan and biologic experience

•

Investments in ACTIMMUNE

®

growth

Ongoing initiatives to increase diagnosis and improve compliance

•

Total headcount:  24

•

Corporate structure

-

Irish headquarters:  Dublin

-

Bermuda headquarters:  Hamilton (IP & BLA)

Overview of Vidara Therapeutics

8

•

FDA Approvals

Reducing the frequency and severity of serious infections associated with CGD

Delaying time to disease progression in patients with SMO

•

Physician-directed research in interferon gamma-1b has indicated its potential

clinical utility as an immune system modulator in other difficult to treat

diseases

•

ACTIMMUNE

®

demand is growing

60%+ growth in average weekly CGD/SMO patients since June 2012 (acquisition of

ACTIMMUNE

®

)

•

Manufactured by Boehringer Ingelheim in Europe

•

Commercial rights in U.S., Canada, Japan and certain Latin American, Asian

and other ROW territories

•

Two U.S. patents extending to 2022; perpetual Genentech know-how

license

Overview of ACTIMMUNE

®

9

•

Primary immune deficiency in which phagocytes fail to produce superoxide,

leading to an inability to kill harmful microorganisms such as bacteria and fungi

•

Severe recurrent bacterial and / or fungal infections often require hospitalization

and special treatment; usually diagnose

d before five years of age

•

Estimated prevalence: ~1:200,000 live births; 900-1,600 living patients in the U.S.

•

Triple prophylactic therapy is the standard of care (ACTIMMUNE

®

+ antibiotic +

antifungal)

ACTIMMUNE

®

Approved Indications

10

CGD

CGD

SMO

SMO

•

A congenital disorder of bone resorption by osteoclasts resulting in impaired

bone remodeling; also known as “marble bone”

disease and Albers-Schonberg

disease

“Malignant”

osteopetrosis is a severe autosomal recessive form

•

Usually presents in the first year of life, frequently within the first three months

•

Estimated prevalence: ~1:200,000-500,000 live births; 85-215 living patients

•

ACTIMMUNE®

delays time to disease progression and benefits patients by

increasing red blood cell production and bone resorption

ACTIMMUNE

®

Pipeline Opportunities

11

•

Over 200 various studies listed on www.clinicaltrials.gov

–

Investigator initiated studies (not all company supported)

•

Most advanced is in Friedreich’s Ataxia, in which a 12 patient

study conducted by the Friedreich’s Ataxia Research Alliance

is nearing completion

–

Assess data prior to developing next steps

•

Early work in Eczema Herpeticum

–

Linked to Atopic Dermatitis

–

Follow up work being pursued with investigators

•

Early in process of determining priorities and plans

Primary Care Brands

Specialty Brands

12

Portfolio of Marketed Products

•

Financial Assumptions

–

Transaction expected to be accretive to Horizon Pharma, Inc. 2014 GAAP

and

non-GAAP

EPS

on

a

pro

forma,

full

year

basis

(1)

–

No operating or cost synergies assumed

–

Stand alone Horizon was expected to record future tax rates of

high 30%’s

o

Stand alone Horizon was expected to transition to tax paying status in 2016

o

Horizon Pharma plc future expected tax rates of low-20%’s or lower

Accretive Transaction

13

(1) Assuming transaction related expenses are excluded

Horizon Capitalization

14

(1)

In millions.

(2)

Includes all issued and outstanding securities, vested and unissued RSUs and contingent stock options.

(3)

Assumes no existing warrants, options or RSUs are exercised between 3/18/14 and closing. 

(4)

Excludes shares issuable upon conversion of $150 million convertible note.

Capitalization

Capitalization

(1)

(1)

3/18/14

(2)

Pro Forma

(3)

Basic Shares Outstanding

68.6

99.9

Warrants

13.7

13.7

Options

6.3

6.3

Restricted Stock Units

1.7

1.7

Fully Diluted Shares Outstanding

(4)

90.3

121.6

Debt

Debt

Debt

$150.0                    

$400.0                     

Next Steps

15

SEC effectiveness

Horizon stockholder

approval

Antitrust clearance

Transaction will be

taxable to Horizon U.S.

shareholders

Horizon Pharma plc

shares to be traded on

NASDAQ (HZNP)

File

preliminary

proxy

statement

and S-4

Subject to

customary

closing

conditions and

regulatory

approvals

Expected

to close

mid-year

2014

DRIVE DUEXIS, VIMOVO

DRIVE DUEXIS, VIMOVO

and RAYOS Penetration

and RAYOS Penetration

Aggressive Business

Aggressive Business

Development

Development

Integrate Vidara

Integrate Vidara

•

Increase penetration and value of ACTIMMUNE

•

10 existing sales and marketing professionals

•

Explore additional indications

•

250 reps targeting PCP and ORS with DUEXIS & VIMOVO

•

Minimal (30%) overlap of DUEXIS/VIMOVO targets

•

Promote RAYOS and VIMOVO to rheumatologists (40 reps)

•

Acquire products/companies with on-market assets

•

Products with targeted approach regardless of TA

•

Leverage our tax efficient corporate structure

•

LODOTRA Mundipharma Partnership (ex-U.S.)

•

DUEXIS Grünenthal Partnership in Latin America

Partner Ex-U.S.

Partner Ex-U.S.

Ensure Exclusivity                 

Ensure Exclusivity                 

•

DUEXIS:  Settled litigation with PAR; protection to 2023

•

VIMOVO:   8 Issued U.S. Patents (exp. 2023)

•

RAYOS:  5 Issued U.S. Patents (exp. 2020–2028)

•

ACTIMMUNE

:  2 Issued U.S. patents (exp. 2022); biologic

Horizon Pharma plc Corporate Strategy

16

•

Accelerates Horizon’s transformation into a profitable, specialty pharma company

–

Expands

and

diversifies

our

revenue

base

with

the

addition

of

ACTIMMUNE

®

,

which

realized

$58.9

million

in

net

revenues

in

2013

–

Expected

pro

forma

combined,

full

year

2014

revenues

of

$250

to

$265

million

and

adjusted

EBITDA

of

$65

to

$75

million

(1)

–

Accretive

to

full

year

2014

GAAP

and

non-GAAP

pro

forma

earnings

(1)

•

Complements our business model of targeted promotion to specialist and primary

care physicians

•

Further enhances our leverage with distribution partners and managed care

•

Enhances our ability to drive continued organic growth

–

Optimize value based on understanding of the market and managed care

–

Minimize patient out of pocket costs

•

Facilitates our acquisition strategy

Acquisition Rationale

17

(1) Assuming transaction related expenses are excluded

A Transformational

Combination

Horizon Pharma plc

Horizon Pharma, Inc.

NASDAQ:  HZNP

March

19

th

,

2014