Mylan & Perrigo: It's Now All About The Immediate Value For The Perrigo Shareholder and Better Long-Term Sustainable Growth and Value Creation For The Combined Company October 2015 Filed by Mylan N.V. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Perrigo Company plc Commission File No. 001-36353 |
Legal Matters IRISH LAW RESTRICTIONS ON CERTAIN INFORMATION Mylan N.V.’s (“Mylan”) offer for Perrigo Company plc (“Perrigo”) is governed by the Irish Takeover Panel Act, 1997, Takeover Rules 2013 (the “Irish Takeover Rules”). Under the Irish Takeover Rules, Mylan management is prohibited from discussing any material information or significant new opinions which have not been publicly announced. Any person interested in shares of Mylan or Perrigo is encouraged to consult their professional advisers. FORWARD-LOOKING STATEMENTS 2 This communication contains “forward-looking statements.” Such forward-looking statements may include, without limitation, statements about the proposed acquisition of Perrigo by Mylan (the “Perrigo Proposal”), Mylan’s acquisition (the “EPD Transaction”) of Mylan Inc. and Abbott Laboratories’ non-U.S. developed markets specialty and branded generics business (the “EPD Business”), the benefits and synergies of the Perrigo Proposal or EPD Transaction, future opportunities for Mylan, Perrigo, or the combined company and products, and any other statements regarding Mylan’s, Perrigo’s, or the combined company’s future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition, and other expectations and targets for future periods. These may often be identified by the use of words such as “will,” “may,” “could,” “should,” “would,” “project,” “believe,” “anticipate,” “expect,” “plan,” “estimate,” “forecast,” “potential,” “intend,” “continue,” “target” and variations of these words or comparable words. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: uncertainties related to the Perrigo Proposal, including as to the timing of the offer and a compulsory acquisition, whether Perrigo will cooperate with Mylan and whether Mylan will be able to consummate the offer and a compulsory acquisition, the possibility that competing offers will be made, the possibility that the conditions to the consummation of the offer will not be satisfied, and the possibility that Mylan will be unable to obtain regulatory approvals for the offer or be required, as a condition to obtaining regulatory approvals, to accept conditions that could reduce the anticipated benefits of the offer; the ability to meet expectations regarding the accounting and tax treatments of a transaction relating to the Perrigo Proposal and the EPD Transaction; changes in relevant tax and other laws, including but not limited to changes in healthcare and pharmaceutical laws and regulations in the U.S. and abroad; the integration of Perrigo and the EPD Business being more difficult, time-consuming, or costly than expected; operating costs, customer loss, and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients, or suppliers) being greater than expected following the Perrigo Proposal and the EPD Transaction; the retention of certain key employees of Perrigo and the EPD Business being difficult; the possibility that Mylan may be unable to achieve expected synergies and operating efficiencies in connection with the Perrigo Proposal and the EPD Transaction within the expected time- frames or at all and to successfully integrate Perrigo and the EPD Business; expected or targeted future financial and operating performance and results; the capacity to bring new products to market, including but not limited to where Mylan uses its business judgment and decides to manufacture, market, and/or sell products, directly or through third parties, notwithstanding the fact that allegations of patent infringement(s) have not been finally resolved by the courts (i.e., an “at-risk launch”); any regulatory, legal, or other impediments to our ability to bring new products to market; success of clinical trials and our ability to execute on new product opportunities; the scope, timing, and outcome of any ongoing legal proceedings and the impact of any such proceedings on financial condition, results of operations, and/or cash flows; the ability to protect intellectual property and preserve intellectual property rights; the effect of any changes in customer and supplier relationships and customer purchasing patterns; the ability to attract and retain key personnel; changes in third-party relationships; the impact of competition; changes in the economic and financial conditions of the businesses of Mylan, Perrigo, or the combined company; the inherent challenges, risks, and costs in identifying, acquiring, and integrating complementary or strategic acquisitions of other companies, products, or assets and in achieving anticipated synergies; uncertainties and matters beyond the control of management; and inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements, and the providing of estimates of financial measures, in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and related standards or on an adjusted basis. For more detailed information on the risks and uncertainties associated with Mylan’s business activities, see the risks described in Mylan’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015 and our other filings with the Securities and Exchange Commission (“SEC”). These risks, as well as other risks associated with Mylan, Perrigo, and the combined company are also more fully discussed in the Registration Statement on Form S-4 (which includes an offer to exchange/prospectus and was declared effective on September 10, 2015, the “Registration Statement”) in connection with the Perrigo Proposal. You can access Mylan’s filings with the SEC through the SEC website at www.sec.gov, and Mylan strongly encourages you to do so. Except as required by applicable law, Mylan undertakes no obligation to update any statements herein for revisions or changes after the date of this communication. |
Legal Matters RESPONSIBILITY STATEMENT The directors of Mylan accept responsibility for the information contained in this communication, save that the only responsibility accepted by the directors of Mylan in respect of the information in this communication relating to Perrigo, Perrigo’s subsidiaries and subsidiary undertakings, the Perrigo board of directors and the persons connected with them, which has been compiled from published sources, has been to ensure that such information has been correctly and fairly reproduced or presented (and no steps have been taken by the directors of Mylan to verify this information). To the best of the knowledge and belief of the directors of Mylan (who have taken all reasonable care to ensure that such is the case) the information contained in this communication is in accordance with the facts and does not omit anything likely to affect the import of such information. DEALING DISCLOSURE REQUIREMENTS Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly) in, 1% or more of any class of ‘relevant securities’ of Perrigo or Mylan, all ‘dealings’ in any ‘relevant securities’ of Perrigo or Mylan (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3:30 pm (New York time) on the ‘business’ day following the date of the relevant transaction. This requirement will continue until the date on which the ‘offer period’ ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of Perrigo or Mylan, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. Under the provisions of Rule 8.1 of the Irish Takeover Rules, all ‘dealings’ in ‘relevant securities’ of Perrigo by Mylan or ‘relevant securities’ of Mylan by Perrigo, or by any party acting in concert with either of them, must also be disclosed by no later than 12 noon (New York time) on the ‘business’ day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, can be found on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie. Interests in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel’s website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289. Goldman Sachs, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for Mylan and no one else in connection with the Perrigo Proposal and will not be responsible to anyone other than Mylan for providing the protections afforded to clients of Goldman Sachs, or for giving advice in connection with the Perrigo Proposal or any matter referred to herein. Goldman Sachs does not accept any responsibility whatsoever for the contents of this communication or for any statement made or purported to be made by them or on their behalf in connection with the offer. Goldman Sachs accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this communication or any such statement. 3 |
Legal Matters ADDITIONAL INFORMATION In connection with the Perrigo Proposal, Mylan has filed certain materials with the SEC (and anticipates filing further materials), including, among other materials, the Registration Statement. In connection with the Perrigo Proposal, Mylan also filed with the SEC on September 14, 2015 a Tender Offer Statement on Schedule TO, which includes the offer to exchange / prospectus (the “Offer to Exchange / Prospectus”), form of letter of transmittal and other related offer documents. Mylan has mailed the Offer to Exchange / Prospectus to Perrigo shareholders in connection with the Perrigo Proposal. This communication is not intended to be, and is not, a substitute for such filings or for any other document that Mylan may file with the SEC in connection with the Perrigo Proposal. INVESTORS AND SECURITYHOLDERS OF MYLAN AND PERRIGO ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY (IF AND WHEN THEY BECOME AVAILABLE) BEFORE MAKING AN INVESTMENT DECISION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, PERRIGO AND THE PERRIGO PROPOSAL. Such documents will be available free of charge through the website maintained by the SEC at www.sec.gov or by directing a request to Mylan at 724-514-1813 or investor.relations@mylan.com. Any materials filed by Mylan with the SEC that are required to be mailed to shareholders of Perrigo and/or Mylan will also be mailed to such shareholders. This communication has been prepared in accordance with U.S. securities law, Irish law, and the Irish Takeover Rules. A copy of this communication will be available free of charge at the following website: perrigotransaction.mylan.com. Such website is neither endorsed, nor sponsored, nor affiliated with Perrigo or any of its affiliates. PERRIGO® is a registered trademark of L. Perrigo Company. NON-SOLICITATION This communication is not intended to, and does not, constitute or form part of (1) any offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, (2) the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, sell, or otherwise dispose of any securities, or (3) the solicitation of any vote or approval in any jurisdiction pursuant to this communication or otherwise, nor will there be any acquisition or disposition of the securities referred to in this communication in any jurisdiction in contravention of applicable law or regulation. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. FURTHER INFORMATION The distribution of this communication in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into, or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Mylan disclaims any responsibility or liability for the violations of any such restrictions by any person. 4 |
Legal Matters NON-GAAP FINANCIAL MEASURES This communication includes the presentation and discussion of certain financial information that differs from what is reported under GAAP. Mylan’s non-GAAP financial measures, including, but not limited to, adjusted diluted earnings per share (“adjusted diluted EPS”), are presented in order to supplement investors' and other readers' understanding and assessment of Mylan's financial performance. Mylan has also presented certain non-GAAP financial measures for Perrigo, including, but not limited to, adjusted diluted EPS and adjusted EBITDA margin, which have been taken from published sources. Management uses non-GAAP financial measures internally for forecasting, budgeting and measuring its operating performance. In addition, primarily due to acquisitions, Mylan believes that an evaluation of its ongoing operations (and comparisons of its current operations with historical and future operations) would be difficult if the disclosure of its financial results were limited to financial measures prepared only in accordance with GAAP. Also, set forth in this presentation, Mylan has provided reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures (which in the case of Perrigo’s reconciliations, have been taken from published sources), other than Perrigo’s 2015E adjusted diluted EPS company guidance and Thomson Reuters consensus estimates of adjusted EBITDA and adjusted diluted EPS which cannot be reconciled as they are from a third party source. Mylan does not endorse or adopt Thomson Reuters consensus estimates. Investors and other readers are encouraged to review the related GAAP financial measures and the reconciliations of the non-GAAP measures to their most directly comparable GAAP measures, and investors and other readers should consider non-GAAP measures only as supplements to, not as substitutes for or as superior measures to, the measures of financial performance prepared in accordance with GAAP. TRADEMARK DISCLAIMER All trademarks, trade names, product names, graphics and logos of Mylan or any of its affiliates contained herein are trademarks, registered trademarks or trade dress of Mylan or such affiliate in the United States and/or other countries. This communication is neither endorsed, nor sponsored, nor affiliated with Perrigo or any of its affiliates. Perrigo is a registered trademark of L. Perrigo Company. Abbott is a registered trademark of Abbott Laboratories. Actavis is a registered trademark of Actavis, Inc. Abbvie is a registered trademark of Abbvie Inc. Akorn is a registered trademark of Akorn, Inc. Allergan is a registered trademark of Allergan, Inc. APP is a registered trademark of Fresenius Kabi USA, LLC. Bayer is a registered trademark of Bayer Aktiengesellschaft. Biogen is a registered trademark of Biogen Idec MA Inc. Brystol-Myers Squibb is a registered trademark of Bristol-Myers Squibb Company. Celgene is a registered trademark of Celgene Corporation. Colgate is a registered trademark of the Colgate Palmolive Company. Endo is a registered trademark of Endo Pharmaceuticals Inc. Famy Care Ltd is a trademark of Famy Care Limited. Fresenius Kabi is a trademark of Fresenius Kabi AG. GSK is a registered trademark of SmithKline Beecham Limited. Hospira is a registered trademark of Hospira, Inc. Jazz is a registered trademark of Jazz Pharmaceuticals, Inc. Mallinckrodt is a registered trademark of Mallinckrodt Brand Pharmaceuticals, Inc. Mead Johnson Nutrition is a registered trademark of Mead Johnson & Company, LLC. Merck is a registered trademark of Merck Sharpe & Dohme Corp. Mitsubishi is a registered trademark of Mitsubishi Corporation. Nerventra is a trademark of Teva Pharmaceutical Industries Ltd. Novartis is a registered trademark of Novartis AG Corporation. Novator is a registered trademark of Novator International Holdings Ltd. Omega Pharma is a trademark of Omega Pharma Invest NV. Par is a registered trademark of Par Pharmaceutical Companies, Inc. Pfizer is a registered trademark of Pfizer Inc. Regeneron is a registered trademark of Regeneron Pharmaceuticals, Inc. Roche is a registered trademark of Hoffmann-La Roche Inc. Shire is a registered trademark of Shire Pharmaceuticals Holdings Ireland Limited. Teva is a registered trademark of Teva Pharmaceutical Industries Ltd. Tysabri is a registered trademark of Biogen MA Inc. United Therapeutics Corporation is a registered trademark of United Therapeutics Corporation. Valeant is a registered trademark of Valeant Pharmaceuticals International. Zibryta is a trademark of Biogen MA Inc. Zoetis is registered trademark of Zoetis Products LLC. All other trademarks, trade names, product names and logos contained herein are the property of their respective owners. The use or display of other parties' trademarks, trade names, product names or logos is not intended to imply, and should not be construed to imply, a relationship with or endorsement or sponsorship of Mylan by such other party. 5 |
Legal Matters NO PROFIT FORECAST / ASSET VALUATIONS Save for the Mylan calendar year 2015 guidance (in respect of which additional information required by the Irish Takeover Rules has been mailed to Perrigo shareholders, to the extent required), no statement in this communication is intended to constitute a profit forecast for any period nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Mylan or Perrigo as appropriate. No statement in this communication constitutes an asset valuation. SYNERGY STATEMENT There are various material assumptions underlying the statement relating to “at least US $800 million of annual pre-tax operational synergies” (the “Synergy Statement”), which may result in the value in the Synergy Statement being materially greater or less than estimated. The Synergy Statement should therefore be read in conjunction with the key assumptions underlying such estimates which are set out in Mylan’s announcement pursuant to Rule 2.5 of the Irish Takeover Rules on April 24, 2015. The Synergy Statement should not be construed as a profit forecast or interpreted to mean that the combined earnings of Mylan and Perrigo in any period following this communication would necessarily match or be greater than or be less than those of Mylan and/or Perrigo for the relevant preceding financial period or any other period. AVAILABILITY OF THE OFFER TO EXCHANGE / PROSPECTUS (OFFER DOCUMENT) A copy of the Offer to Exchange / Prospectus (being the offer document for the purposes of the Irish Takeover Rules) is available for inspection at the offices of Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland. 6 |
Sustainable Value for Perrigo And Mylan Shareholders Offer Represents a Highly Attractive Multiple and Premium to Standalone Value Transaction is Meaningfully and Immediately Accretive to Perrigo Shareholder Adjusted Diluted EPS and Adjusted Diluted EPS Growth Mylan Well Positioned to Integrate Complementary Businesses, Aligned with Its Core Competencies Transaction Delivers Immediate Value to Perrigo Shareholders 1 2 3 4 7 |
Mylan Offer for Perrigo Represents A Highly Attractive Multiple 1 2 3 Mylan Current Share Price October 9, 2015 Mylan Average Share Price Last 30 Trading Days As of October 9, 2015 Mylan Closing Price Prior to Release of Initial Proposal April 7, 2015 Mylan Share Price $ 42.55 $ 46.04 $ 59.57 Implied Value of Mylan Offer for Perrigo $ 172.87 $ 180.89 $ 212.01 Implied Perrigo Enterprise Value (in billions) $ 30.0 $ 31.1 $ 35.7 Implied EV / 2015E Perrigo Adjusted EBITDA (Calendar Year) 19 x 19 x 22 x Source: Public filings, Thomson Reuters consensus estimates for Perrigo CY2015E adjusted EBITDA as of October 9, 2015 and April 7, 2015. Mylan does not endorse or adopt Thomson Reuters consensus estimates, which are used for illustrative purposes only. Nothing on this slide is intended to be a profit forecast or a target. Note: Adjusted EBITDA is a non-GAAP financial measure. Reflects CY2015E Perrigo adjusted EBITDA of $1.6bn per Thomson Reuters consensus estimates as of October 9, 2015. Mylan does not endorse or adopt Thomson Reuters consensus estimates. Cash and debt as of latest Perrigo Annual Report on Form 10-K filed August 13, 2015 of $0.8bn and $5.3bn respectively. Assumes 147mm diluted Perrigo shares outstanding. 8 1 |
Source: SDC, public company filings and other publicly available information. Adjusted EBITDA is a non-GAAP financial measure and a company’s use of this non-GAAP financial measure may differ from an adjusted EBITDA measure used by other companies, and should not be assumed to be calculated on the same basis. ¹ Mylan / Perrigo offer based on Mylan current and undisturbed share prices of $42.55 and $59.57 as of October 9, 2015 and April 7, 2015, respectively, as well as Perrigo’s CY2015E adjusted EBITDA based on Thomson Reuters consensus estimates as of October 9, 2015, which are used for illustrative purposes only. Mylan does not endorse or adopt Thomson Reuters consensus estimates. Nothing on this slide is intended to be a profit forecast or a target. ² Adjusted EBITDA for Allergan Generics transaction represents disclosed 2015E adjusted EBITDA of $2.4bn as per Allergan investor presentation “Accelerating Transformation to Branded Growth Pharma Leader,” dated July 27, 2015. ³ Assumes Enterprise Value of €3.6bn from 06-Nov-2014 Perrigo press release. Assumes adjusted EBITDA of €265mm from 2014 Omega Annual Report. Assumes EUR/USD exchange rate of 1.25. 4 For Perrigo, 2015E adjusted EBITDA based on Thomson Reuters consensus estimates as of October 9, 2015. Mylan does not endorse or adopt Thomson Reuters consensus estimates, which are used for illustrative purposes only. Nothing on this slide is intended to be a profit forecast or a target. No Other Bidder for Perrigo Has Yet Emerged 9 Mylan Offer for Perrigo Represents A Highly Attractive Multiple Selected Specialty Pharma Acquisitions ($ in billions) 1 2015 Nov-14 May-14 Jul-15 Jul-08 Jul-15 May-15 May-07 May-07 Nov-14 Mylan Actavis Bayer Pfizer Fresenius Kabi Teva Endo Novator Mylan Perrigo Perrigo Allergan Merck Consumer Hospira APP Allergan Generics Par Actavis Merck KGaA Omega Pharma ³ ¹ $30.0– $35.7 $66.0 $14.2 $17.0 $4.6 $40.5 $8.1 $6.4 $6.6 $4.5 4 $1.6 $2.6 $0.7 $0.8 $0.3 $2.4² $0.5 $0.4 $0.4 $0.3 |
Perrigo Undisturbed 2016E P/E Multiple on April 7, 2015 3 18.3 x Change in Selected Peer Average 2016E P/E since April 7, 2015 (28.0)% 4 Implied Perrigo Unaffected 2016E P/E 13.2 x Perrigo 2016E Adjusted Diluted EPS 3 as of October 9, 2015 $ 8.90 Implied Hypothetical Unaffected Perrigo Share Price $117.48 Implied 2015E EV / EBITDA 5 14 x Perrigo Undisturbed 2016E P/E Multiple on April 7, 2015 3 18.3 x Change in Perrigo Proxy Peer Average 2016E P/E since April 7, 2015 (14.7)% Implied Perrigo Unaffected 2016E P/E 15.6 x Perrigo 2016E Adjusted Diluted EPS 3 as of October 9, 2015 $ 8.90 Implied Hypothetical Unaffected Perrigo Share Price $ 138.84 Implied 2015E EV / EBITDA 5 16 x Perrigo Undisturbed Share Price (as of April 7, 2015) $ 164.71 S&P Pharmaceuticals Index (since April 7, 2015) (20.6)% Implied Hypothetical Unaffected Perrigo Share Price $ 130.78 Implied 2015E EV / EBITDA 5 15 x 10 EV/ 2015E EBITDA Selected Peers Valeant 15.9 x Mead Johnson 13.0 Endo 12.4 Jazz 11.4 Teva 11.4 Akorn 10.3 Mallinckrodt 9.4 Peer Average 12.0 x Average HUSP of ~$129 Implies ~15x EV/2015E Adjusted EBITDA 5 for Perrigo Premier Consumer / OTC Colgate 14.8 x Procter & Gamble 12.1 GSK 10.4 Consumer / OTC Average 12.4 x Change in Perrigo’s Proxy Peers Average 2 2016E P/E Multiple Share Price Indexed to S&P Pharmaceuticals Index Change in Selected Peer Average 1 2016E P/E Multiple 1 Perrigo Average Implied Hypothetical Unaffected Stock Price Based on: A B C Perrigo’s Average Implied Hypothetical Unaffected Stock Price (“HUSP”) is ~$129 Per Share Mylan’s Offer Has Been Supporting The Perrigo Share Price Source: Thomson Reuters as of October 9, 2015 Note: Average hypothetical share price is based on the average of abovementioned three calculation methods outlined on this slide. Undisturbed share price and P/E are as of April 7, 2015. Average change in share price and changes in average P/E multiplies shown in A,B,C above are for the period starting April 7, 2015 and ending October 9, 2015. Other factors also impact Perrigo’s share price and Mylan’s offer should not be considered to be the sole factor impacting Perrigo’s share price. Mylan does not endorse or adopt Thomson Reuters consensus estimates, which are used for illustrative purposes only. Nothing on this slide is intended to be a profit forecast or a target. 2016 P/E multiple calculated as share price divided by 2016E Thomson Reuters consensus estimate adjusted diluted EPS as of October 9, 2015. Adjusted diluted EPS is a non-GAAP measure. 1 Based on Selected Peer Average 2016E P/E Multiple to Thomson Reuters’s Current 2016E Adjusted Diluted EPS Estimate for Perrigo. Selected peers consist of Valeant, Mallinckrodt, Endo, Jazz, Teva, Akorn and Mead Johnson. 2 Based on Perrigo’s public Proxy Peers Average 2016E P/E Multiple to Thomson Reuters’s Current 2016E Adjusted Diluted EPS Estimate for Perrigo. Perrigo’s Peers per Perrigo’s definitive proxy statement, filed September 25, 2015, and consist of Abbvie, Mallinckrodt, Actavis, Mead Johnson, Allergan, Mylan, Bristol-Myers Squibb, Regeneron, Celgene, Cubist, Shire, United Therapeutics, Endo, Valeant, Hospira, Zoetis, and Jazz Pharmaceuticals. Excludes Allergan due to sale of generics business to Teva as well as recently acquired Actavis, Cubist and Hospira. 3 Thomson Reuters consensus estimate as of October 9, 2015. Mylan does not endorse or adopt Thomson Reuters consensus estimates, which are used for illustrative purposes only. Nothing on this slide is intended to be a profit forecast or a target. Adjusted diluted EPS and adjusted EBITDA are non-GAAP financial measures. 4 Please refer to the next slide for further detail. 5 Calculated as [(HUSP * diluted shares outstanding) + net debt] / 2015E adjusted EBITDA. Reflects CY2015E Perrigo adjusted EBITDA of $1.6bn per Thomson Reuters consensus estimates as of April 7, 2015 and October 9, 2015. Mylan does not endorse or adopt Thomson Reuters consensus estimates. Adjusted EBITDA is a non-GAAP financial measure. Cash and debt as of latest Perrigo Annual Report on Form 10-K filed August 13, 2015 of $0.8bn and $5.3bn respectively. Assumes 147mm diluted Perrigo shares outstanding. |
2016E P/E 18.3 x 2016E P/E (28.0)% 2016E P/E 13.2 x $8.90 Perrigo Hypothetical Unaffected Share Price $ 117.48 Perrigo’s HUSP Based on Selected Peer Average 2016E P/E Change Source: Thomson Reuters as of October 9, 2015 1 Thomson Reuters consensus estimates as of October 9, 2015. Mylan does not endorse or adopt Thomson Reuters consensus estimates, which are used for illustrative purposes only. Nothing on this slide is intended to be a profit forecast or a target. Adjusted diluted EPS is a non-GAAP financial measure. 2 2016E P/E multiple is calculated as share price divided by 2016E Thomson Reuters consensus estimate adjusted diluted EPS. Lower P/E multiples for selected peers results in a hypothetical unaffected share price of ~$117 / share based on average selected peer multiple decline. Average 2016 P/E Multiples for Selected Peers Have Declined by 28% (Since April 7, 2015) Pre-Announcement 2016E P/E Multiple (As of April 7, 2015) and Current 2016E P/E Multiple 2016 P/E Pre-Announcement Selected Peer Average 2016E P/E 16.3 x Current Selected Peer Average 2016E P/E 11.8 x in 2016E P/E Average (4.6)x in 2016E P/E Average (28.0)% 11 18.3 x 23.2 x 20.1 x 18.1 x 14.3 x 13.4 x 12.8 x 12.5 x 13.2 x 18.1 x 12.6 x 10.7 x 11.5 x 10.9 x 8.2 x 10.3 x Pre-Announcement 2016E P/E Multiple Current 2016E P/E Multiple Implied Perrigo Current 2016E P/E Multiple |
Mylan Offer: An Attractive Premium to Perrigo Standalone Value Based on Undisturbed Share Prices as of April 7, 2015 Based on Average Implied Hypothetical Unaffected Perrigo Share Price as of October 9, 2015 As shown above, the offer provides $44 – $47 per share of incremental value to Perrigo shareholders Source: Bloomberg and Thomson Reuters as of October 9, 2015 ¹ For calculation of Perrigo’s Average Implied Hypothetical Unaffected Share Price please refer to slide 10. 2 Assumes 147mm diluted Perrigo shares outstanding. Attractive Premium When Calculated on Consistent and Comparable Dates 12 1 |
Here’s Another Way for Perrigo Shareholders to Think About it… …You Get to “Buy” Mylan Shares Below Market at $23 per Mylan Share ! 1 See slide 10 for calculation of Perrigo Average Implied Hypothetical Unaffected Stock Price. 2 Represents Exchange Ratio of Mylan Offer Assumed at 2.3 Mylan Shares + $75.00 Cash Per Perrigo Ordinary Share. 3 This information is based on targets provided by various analysts. The information is not intended to constitute a profit forecast for any period, nor should it be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Mylan or Perrigo as appropriate. Average analyst price target estimate per Thomson Reuters as of October 9, 2015. Analyst price is calculated by taking the average of the following price target estimates: $57 (Barclays), $58 (Citi), $60 (Leerink), $60 (Bernstein), $64 (RBC), $65 (Cowen and Company), $66 (Deutsche Bank), $68 (Susquehanna), $72 (Evercore), $75 (Bank of America), $77 (UBS), $85 (BTIG). 13 1 2 3 Perrigo’s Average Implied Hypothetical Unaffected Stock Price 1 $ 129 Less: Cash Per Share Received in the Offer $(75) Offer Value Received in Mylan Stock for Each Perrigo Share $54 Number of Mylan Shares Received for Each Perrigo Share 2.3 Implied Value at Which Perrigo Shareholders Receive Mylan Share $23 Mylan Share Price (as of October 9, 2015) $ 43 Implied Discount to Mylan Share Price (as of October 9, 2015) 47% Average Analyst Price Target for Mylan (as of October 9, 2015) $67 Implied Discount to Average Analyst Price Target for Mylan (as of October 9, 2015) 66% |
Perrigo View of Mylan Pro-Forma Adjusted Diluted EPS Showcases Transaction is Highly Accretive to Perrigo Shareholders Note: This is a Pro-Forma estimate and indicative only and not a target or profit forecast. Nothing in this slide is intended to be a profit forecast. Pro-Forma values are illustrative only and any references to value per share, adjusted diluted EPS, share price and P/E should not be treated as targets or profit forecasts. Value per share, adjusted diluted EPS, share price and P/E will not necessarily change as a result of the Perrigo transaction. Mylan standalone adjusted diluted EPS as per Perrigo September 17, 2015 Investor Presentation, which used the then current Thomson Reuters Consensus Estimates of Mylan standalone adjusted diluted EPS for the years 2016E-2019E (inclusive) for the purposes of its calculations. Mylan does not endorse or adopt Thomson Reuters consensus estimates as used by Perrigo in its calculations which are repeated in this slide for illustrative purposes only and to refute certain arguments put forward by Perrigo in its September 17, 2015 Investor Presentation which are based on such calculations.Accretion / (dilution) and phasing in of synergies assumed per Perrigo investor presentation, September 17, 2015. Full run-rate synergies are not expected to be realized until the end of year four following the consummation of the offer. Pro-Forma adjusted diluted EPS implied from Thomson Reuters consensus estimates as used by Perrigo, Mylan standalone adjusted diluted EPS and assumed accretion/(dilution). Adjusted diluted EPS is a non-GAAP financial measure. Implied Mylan Pro-Forma adjusted diluted EPS assumes that Mylan acquires 100% of Perrigo’s ordinary shares in the offer and that Mylan shareholders realize the benefit of all synergies realized in the transaction. Undisturbed share price as of April 7, 2015 ($59.57 for Mylan; $164.71 for Perrigo). Share price as of October 9, 2015 was $42.55 for Mylan and $160.60 for Perrigo. Perrigo Board Calculation of Mylan Adjusted Diluted EPS Impact vs. Thomson Reuters Consensus Estimates Over Time Implied Mylan Pro-Forma adjusted diluted EPS Estimates With Phased-In Synergies (Per Perrigo Board’s Methodology) 14 Actual Page 9 from Perrigo Presentation… …Which Implies Mylan Adjusted Diluted EPS of 2 2016E 2017E 2018E 2019E 16-'19 CAGR Mylan Standalone Adj. Diluted EPS (Thomson Reuters Consensus Estimate as Used by Perrigo as of September 16, 2015) $ 4.72 $ 5.11 $ 5.54 $ 5.82 7 % Acc. / Dil. (Phased-In Synergies per Perrigo Presentation page 9) Implied Mylan PF Adj. Diluted EPS (Phased-In Synergies) $ 4.15 $ 4.75 $ 5.42 $ 5.93 13 % |
Perrigo View of Mylan Pro-Forma Adjusted Diluted EPS Showcases Transaction is Highly Accretive to Perrigo Shareholders Note: This is a Pro-Forma estimate and indicative only and not a target or profit forecast. Nothing in this slide is intended to be a profit forecast. Pro-Forma values are illustrative only and any references to value per share, adjusted diluted EPS, share price and P/E should not be treated as targets or profit forecasts. Value per share, adjusted diluted EPS, share price and P/E will not necessarily change as a result of the Perrigo transaction. Mylan standalone adjusted diluted EPS as per Perrigo September 17, 2015 Investor Presentation, which used the then current Thomson Reuters Consensus Estimates of Mylan standalone adjusted diluted EPS for the years 2016 to 2019 (inclusive) for the purposes of its calculations. Mylan does not endorse or adopt Thomson Reuters consensus estimates as used by Perrigo in its calculations which are repeated in this slide for illustrative purposes only and to refute certain arguments put forward by Perrigo in its September 17, 2015 Investor Presentation which are based on such calculations.Accretion / (dilution) and phasing in of synergies assumed per Perrigo investor presentation, September 17, 2015. Full run-rate synergies are not expected to be realized until the end of year four following the consummation of the offer. Pro-Forma adjusted diluted EPS implied from Thomson Reuters consensus estimates as used by Perrigo, Mylan standalone adjusted diluted EPS and assumed accretion/(dilution). Adjusted diluted EPS is a non-GAAP financial measure. Implied Mylan Pro-Forma adjusted diluted EPS assumes that Mylan acquires 100% of Perrigo’s ordinary shares in the offer and that Mylan shareholders realize the benefit of all synergies realized in the transaction. Undisturbed share price as of April 7, 2015 ($59.57 for Mylan; $164.71 for Perrigo). Share price as of October 9, 2015 was $42.55 for Mylan and $160.60 for Perrigo. ¹ See calculation of accretion on the following slides. ² 4.06x exchange rate assumes $75 / share is used to purchase additional Mylan shares at the price of $42.55, Mylan’s share price on October 9, 2015. See calculation of accretion on slide 17. Implied Mylan Pro-Forma Adjusted Diluted EPS Estimates With Phased-In Synergies (Per Perrigo Board’s Methodology) What Does This Mean for Perrigo Shareholders? Implied Pro-Forma 2016E adjusted diluted EPS to Perrigo Shareholders: $4.15 x 2.30 = $9.55 (+7% accretion) 1 + $75/Perrigo Ordinary Share in Cash OR Implied Pro-Forma 2016E adjusted diluted EPS to Perrigo Shareholders (with Cash Reinvestment)²: $4.15 x 4.06 = $16.85 (+89% accretion) 1 15 Implied Perrigo Pro-Forma Adjusted Diluted EPS Estimates With Phased-In Synergies (Per Perrigo Board’s Methodology) 2016E 2019E 2017E 2018E A B 2 $ 4.15 $ 4.75 $ 5.42 $ 5.93 |
$ 8.90 $ 9.86 $ 10.99 $ 11.91 Pro-Forma Adjusted Diluted EPS Accretion for Perrigo Shareholders Based on Source: Perrigo public filings and Thomson Reuters consensus estimates as used by Perrigo in its September 17, 2015 Investor Presentation. Mylan does not endorse or adopt Thomson Reuters consensus estimates, which are used for illustrative purposes only. This is a Pro-Forma estimate and indicative only and not a target or profit forecast. Nothing in this slide is intended to be a profit forecast. Pro-Forma values are illustrative only and any references to value per share, adjusted diluted EPS, share price and P/E should not be treated as targets or profit forecasts. Adjusted diluted EPS is a non-GAAP financial measure 1 Mylan Pro-Forma adjusted diluted EPS based on accretion / (dilution) and phasing in of synergies per Perrigo’s presentation released September 17, 2015, titled “Responding to Mylan’s Inadequate Tender Offer.” See slide 14 for calculations. Assumes phased-in synergies per Perrigo presentation. Full run-rate synergies are not expected to be realized until the end of year four following the consummation of the offer. Mylan pro-forma adjusted diluted EPS assumes that Mylan acquires 100% of Perrigo ordinary shares in the offer and that Mylan shareholders realize the benefit of all synergies realized in the transaction. Perrigo standalone adjusted diluted EPS as per Perrigo September 17, 2015 Investor Presentation, which used the then current Thomson Reuters consensus estimates of Perrigo standalone adjusted diluted EPS for the years 2016-2019 (inclusive) for the purposes of its calculations. Mylan does not endorse or adopt Thomson Reuters consensus estimates as used by Perrigo in its calculations which are repeated in this slide for illustrative purposes only and to refute certain arguments put forward by Perrigo in its September 17, 2015 Investor Presentation which are based on such calculations. 2 Assumes $75 / share is received by Perrigo shareholders and remains as cash; not reinvested. Based on Perrigo’s own math and assumptions, Perrigo shareholders receive double-digit accretion by exchanging their shares for 2.3 Mylan shares (plus they get $75 Cash per share!) Perrigo Stand-Alone Thomson Reuters Consensus Adjusted Diluted EPS Per Perrigo’s Board Methodology Adj. Diluted EPS to Perrigo Shareholders from 2.3 Mylan Shares Based on Perrigo’s Use of Broker Estimates for Mylan Adjusted Diluted EPS 16 2016E 2017E 2018E 2019E “Gives” “Gets” $ 9.55 $ 10.93 $ 12.47 $ 13.64 2 A 2016E 2017E 2018E 2019E Mylan Pro-Forma Adjusted Diluted EPS (per Methodology Used in Perrigo Presentation)¹ $ 4.15 $ 4.75 $ 5.42 $ 5.93 (x) Exchange Ratio² 2.30 x 2.30 x 2.30 x 2.30 x Implied Pro Forma Adjusted Diluted EPS to Perrigo Shareholders $ 9.55 $ 10.93 $ 12.47 $ 13.64 Accretion to Perrigo Shareholders 7.2 % 10.8 % 13.5 % 14.5 % (+) Cash Consideration $ 75.00 $ 75.00 $ 75.00 $ 75.00 Perrigo Board’s Presentation of Mylan Adjusted Diluted EPS |
Deal is Even More Accretive if Perrigo Shareholders Remain Fully Invested by Rolling Their $75 / Share in Cash into Additional Mylan Shares 1 Mylan Pro-Forma adjusted diluted EPS based on accretion / (dilution) and phasing in of synergies per Perrigo’s presentation released September 17, 2015, titled “Responding to Mylan’s Inadequate Tender Offer.” See slide 14 for calculations. Assumes phased-in synergies per Perrigo presentation. Full run-rate synergies are not expected to be realized until the end of year four following the consummation of the offer. Mylan pro-forma adjusted diluted EPS assumes that Mylan acquires 100% of Perrigo ordinary shares in the offer and that Mylan shareholders realize the benefit of all synergies realized in the transaction. Perrigo standalone adjusted diluted EPS as per Perrigo September 17, 2015 Investor Presentation, which used the then current Thomson Reuters consensus estimates of Perrigo standalone adjusted diluted EPS for the years 2016-2019 (inclusive) for the purposes of its calculations. Mylan does not endorse or adopt Thomson Reuters consensus estimates as used by Perrigo in its calculations which are repeated in this slide for illustrative purposes only and to refute certain arguments put forward by Perrigo in its September 17, 2015 Investor Presentation which are based on such calculations. 2 Assumes $75 / share is used to purchase additional Mylan shares at the price of $42.55, Mylan’s share price on October 9, 2015. 3 Based on Perrigo’s use of broker estimates for Mylan adjusted diluted EPS. Based on Perrigo’s own math and assumptions, Perrigo shareholders who, in addition to exchanging their Perrigo shares for 2.3 Mylan shares, use their $75 / share cash consideration to purchase additional Mylan shares at a price of $42.55 would realize adjusted diluted EPS accretion of ~89-102% per share! $75 in cash would allow Perrigo shareholders to purchase incremental 1.76 Mylan shares at a price of $42.55 per share Perrigo Stand-Alone Thomson Reuters Consensus Adjusted Diluted EPS Per Perrigo’s Board’s Methodology Adjusted Diluted EPS to Perrigo Shareholders from 2.3 Mylan Shares And Using $75 / Share to Buy Additional Mylan Shares 3 17 2016E 2017E 2018E 2019E “Gives” “Gets” Source: Perrigo public filings and Thomson Reuters consensus estimates. Mylan does not endorse or adopt Thomson Reuters consensus estimates, which are used for illustrative purposes only. This is a Pro-Forma estimate and indicative only and not a target or profit forecast. Nothing in this slide is intended to be a profit forecast. Pro-Forma values are illustrative only and any references to value per share, adjusted diluted EPS, share price and P/E should not be treated as targets or profit forecasts. Adjusted diluted EPS is a non-GAAP financial measure. 2 B 2016E 2017E 2018E 2019E Mylan Pro-Forma Adjusted Diluted EPS (per Methodology Used in Perrigo Presentation)¹ $ 4.15 $ 4.75 $ 5.42 $ 5.93 (x) Exchange Ratio² 4.06 x 4.06 x 4.06 x 4.06 x Implied Pro Forma Adjusted Diluted EPS to Perrigo Shareholders $ 16.85 $ 19.29 $ 22.01 $ 24.08 Accretion to Perrigo Shareholders 89.3 % 95.6 % 100.3 % 102.1 % (+) Cash Consideration $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 16.85 $ 19.29 $ 22.01 $ 24.08 $ 8.90 $ 9.86 $ 10.99 $ 11.91 |
But Perrigo’s Math Shows Combined Mylan + Perrigo Would Have Higher Long-Term Adjusted Diluted EPS Growth Perrigo Shareholders Receive More Earnings and a Higher Growth Rate from a Higher Base as Synergies Ramp Up Source: Perrigo investor presentation (September 17, 2015); Thomson Reuters as of September 2013 and September 2015 Note: Adjusted diluted EPS is a non-GAAP financial measure. Mylan does not endorse or adopt Thomson Reuters consensus estimates, which are used for illustrative purposes only. This is a Pro-Forma estimate and indicative only and not a target or profit forecast. 1 Perrigo’s projected long-term adjusted diluted EPS growth based on compound annual growth rate over fiscal year 2 through fiscal year 5 of Perrigo Adjusted Diluted EPS median estimates (per Thomson Reuters consensus estimates as of September 2013 and September 2015). ² Adjusted Diluted EPS growth rate of combined Mylan + Perrigo as calculated on previous page. Perrigo’s Projected Long-Term Adjusted Diluted EPS Growth is Decelerating¹ Using Perrigo’s own math, the transaction delivers greater earnings AND faster earnings growth to Perrigo shareholders 18 3 14 % 10 % As of September 2013 As of September 2015 10 % 13 % Perrigo Standalone As of September 2015 Mylan + Perrigo² As of September 2015 |
In Contrast, Perrigo Stand-Alone Has Been Struggling to Grow Perrigo’s Own Presentation Shows Organic Year-on-Year Revenues Declining in 2015 Source: Perrigo investor presentation (September 17, 2015) ¹ Represents year-on-year organic revenue growth per Perrigo’s presentation released September 17, 2015, titled “Responding to Mylan’s Inadequate Tender Offer.” Perrigo Year-on-Year Organic Growth Has Slowed Since 2013 and Turned Negative in 2015 1 Organic growth rates calculated based on organic revenues displayed on page 23 of Perrigo’s Investor Presentation as of September 17, 2015 Organic growth rates calculated based on organic revenues displayed on page 23 of Perrigo’s Investor Presentation as of September 17, 2015 Perrigo Organic Revenue (per Perrigo Presentation p.23¹) $ 2.2bn $ 2.3bn $ 2.5bn $ 2.7bn $ 2.6bn 19 3 |
Growth by Segment FY2012 FY2013 FY2014 FY2015 Private Label Manufacturing 6 % 12 % 7 % (3)% Omega NA NA NA NA Generics 80 % 15 % 31 % 8 % Non-Core Royalty Asset NA NA NA NM API 6 % (4)% (14)% (22)% Mylan Well Positioned to Integrate Complementary Businesses, Aligned with Its Core Competencies Source: Perrigo Annual Reports on Form 10-K filed August 13, 2015 and August 14, 2014, Perrigo Company (“Perrigo Co”) Annual Reports on Form 10-K filed on August 15, 2013 and August 16, 2012, and Perrigo investor presentation dated September 17, 2015, titled “Responding to Mylan’s Inadequate Tender Offer” 1 Consumer Healthcare segment in FY2012 and FY2013 comprised of Healthcare Consumer, Nutritionals and Other segments as reported in Perrigo Co’s Annual Reports on Form 10-K filed August 16, 2012 and August 15, 2013. Net sales by segment for 2015 include trailing twelve months of Omega, amounting to 24% of total net sales of ~$5.5bn per page 12 of Perrigo investor presentation dated September 17, 2015, titled “Responding to Mylan’s Inadequate Tender Offer”. Segment Overview Perrigo FY 2015 Net Sales by Segment 1 Private Label Manufacturing (Consumer Healthcare) • US consumer healthcare contract manufacturing portfolio • Mylan’s global supply chain and manufacturing platform represents a core competency of Mylan with the highest level of operational excellence serving the same customer base Omega (Branded Consumer Healthcare) • Legacy Omega operations • Mylan’s established commercial platform in Europe (Rx and Gx) in both the physician and retail channels allows Mylan to optimize Omega’s OTC product portfolio Generics (Rx Pharmaceuticals) • Prescription generic pharmaceuticals business • Mylan has been a generics leader for decades and is well-equipped to enhance Perrigo’s prescription portfolio and its specialty sales force Non-Core Royalty Asset (Specialty Sciences) • Primarily the Tysabri royalty stream from the Elan acquisition • Mylan could maximize the use of cash from this asset by better reinvesting in the business API (Other) • Can be effectively integrated with Mylan’s existing API business, which includes sourcing within our internal network and external customers 20 3 Private Label Manufacturing 49 % Omega 24 % Generics 19 % Non-Core Royalty Asset 6 % API 2 % |
“Specialty Sciences” Estimated to Represent ~30% of Perrigo Standalone Adjusted Diluted EPS¹ Perrigo Adjusted Diluted EPS is heavily reliant on the performance of Tysabri, a non-core asset. On a pro-forma basis, the Tysabri concentration would be significantly reduced Perrigo Standalone Mylan + Perrigo In FY2015, “Specialty Sciences” Provided a 500bps Boost to Perrigo’s Adjusted EBITDA Margins 21 Primarily Tysabri 28 % 72 % “Specialty Sciences” Other 8 % 92 % “Specialty Sciences” Other 3 Perrigo Results Depend Significantly on the Profit Contribution from a Third Party Royalty 22% 24% 25% 27% 30% 25% 25% FY 11 FY 12 FY 13 FY 14 FY 15 Perrigo (incl. "Specialty Sciences") Perrigo (excl. "Specialty Sciences") Source: Perrigo 10-K, filed August 13, 2015, Mylan Inc 10-K filed March 2, 2015 and Mylan Prospectus Supplement dated March 30, 2015. Note: 2015E adjusted EBITDA for Perrigo based on midpoint of guidance. Mylan adjusted EBITDA guidance as per Mylan second quarter 2015 earnings release (filed on Form 8-K) dated August 6, 2015. Perrigo 2015E adjusted EBITDA based on adjusted operating margin guidance and 2014A adjusted D&A as a % revenue. Adjusted EBITDA margin for Perrigo is a non-GAAP financial measure and is calculated as adjusted EBITDA divided by revenue. See supplemental materials for a computation of Perrigo’s EBITDA margin, including and excluding Specialty Sciences. ¹ Assumes ~$314mm net income impact of Specialty Sciences in CY2015. Net income impact calculated as post tax adjusted EBITDA assuming 1% tax rate of Specialty Sciences and FY15 revenue contribution of Specialty Sciences applied to CY15 revenue for Perrigo based on midpoint of company guidance. Adjusted diluted EPS impact of Specialty Sciences assumes Perrigo standalone adjusted diluted EPS of $7.75 (midpoint of 2015E adjusted diluted EPS company guidance) and Perrigo share count of 144mm (based on company guidance). Adjusted diluted EPS impact of Specialty Sciences on Pro-Forma adjusted diluted EPS assumes Pro-Forma adjusted diluted EPS of $4.45 including full run-rate synergies of $800mm in 2015 and Pro-Forma share count of 838mm. Full run-rate synergies are not expected to be realized until the end of year four following the consummation of the offer. Mylan & Perrigo adjusted diluted EPS assumes that Mylan acquires 100% of Perrigo ordinary shares in the offer and that Mylan shareholders realize the benefit of all synergies realized in the transaction. Please refer to the supplemental materials for further detail on the calculation of the Pro-Forma adjusted diluted EPS. Nothing on this slide is intended to be a profit forecast or a target. |
MS landscape becoming increasingly crowded, with new therapies which may have negative implications for Tysabri Highly priced product, with growth dependent on price increases Key competing product – Roche’s Ocrelizumab – may launch as early as 2017 1 Furthermore, outcomes are uncertain for potential new indications – Expecting Phase 3 top-line data for secondary progressive MS in late 2015 22 3 Mylan Mitigates Standalone Tysabri Risk While Allowing Perrigo Shareholders to Participate in Upside Perrigo shareholders can still participate in ~40% of any upside Tysabri might have Perrigo shareholders can still participate in ~40% of any upside Tysabri might have Source: Wall Street research, Perrigo filings and press releases. ¹ Ocrelizumab is perceived to be the biggest competitive threat to Tysabri per Wall Street research. |
Pro-Forma Perrigo Value Pro-Forma Mylan Value Analysis is again based on Perrigo’s own calculation methods which imply a Pro-Forma 2016 Adjusted Diluted EPS of $4.15 for Mylan² and shows the transaction creates significant value Perrigo’s average hypothetical unaffected share price of ~$129¹ 23 Perrigo Assumption Includes only 25% of Mylan’s estimated run-rate synergies of at least $800mm 4 Transaction Results in Immediate Value Creation Across a Range of Pro- Forma P/E Multiples $ 50 $ 58 $ 66 12 x 14 x 16 x $ 190 $ 209 $ 228 12 x 14 x 16 x $61 $80 $99 2016E P/E Applied to Adjusted Diluted EPS per Perrigo Math 2016E P/E Applied to Adjusted Diluted EPS per Perrigo Math Note: This is a Pro-Forma estimate and indicative only and not a target or profit forecast. Nothing in this slide is intended to be a profit forecast. Pro-Forma values are illustrative only and any references to value per share, adjusted diluted EPS, share price and P/E should not be treated as targets or profit forecasts. Value per share, adjusted diluted EPS, share price and P/E will not necessarily change as a result of the Perrigo transaction. Mylan standalone adjusted diluted EPS as per Perrigo September 17, 2015 Investor Presentation, which used the then current Thomson Reuters Consensus Estimates of Mylan standalone adjusted diluted EPS for the years 2016 to 2019 (inclusive) for the purposes of its calculations. Mylan does not endorse or adopt Thomson Reuters consensus estimates as used by Perrigo in its calculations which are repeated in this slide for illustrative purposes only and to refute certain arguments put forward by Perrigo in its September 2015 Investor Presentation which are based on such calculations. Accretion / (dilution) and phasing in of synergies assumed per Perrigo investor presentation, September 17, 2015. Full run-rate synergies are not expected to be realized until the end of year four following the consummation of the offer. Pro-Forma adjusted diluted EPS implied from Thomson Reuters consensus estimates as used by Perrigo, Mylan standalone adjusted diluted EPS as referred to above and assumed accretion/(dilution). Adjusted diluted EPS is a non-GAAP financial measure. Implied Mylan Pro-Forma adjusted diluted EPS assumes that Mylan acquires 100% of Perrigo’s ordinary shares in the offer and that Mylan shareholders realize the benefitof all synergies realized in the transaction. Undisturbed share price as of April 7, 2015 ($59.57 for Mylan; $164.71 for Perrigo). Share price as of October 9, 2015 was $42.55 for Mylan and $160.60 for Perrigo. ¹ Refers to Perrigo’s average hypothetical unaffected share price. Please refer to slide 10 for further information. ² See slide 14 for further detail. |
Value to Mylan Shareholders Implied Value to Perrigo Shareholders¹ Based on Perrigo Presentation which Implies Pro-Forma Mylan Adjusted Diluted EPS as Illustrated on page 14 24 Perrigo Assumes 25%, 50%, 75% and 100% of Mylan’s estimated run-rate synergies of at least $800mm for 2016, 2017, 2018, and 2019 respectively As per Perrigo’s Math, Value per Share Increases Over Time as Synergies Are Achieved Mylan PF Adjusted Diluted EPS with Phased-in Synergies (see slide 14) Calculated Per Perrigo Presentation $ 4.15 $ 4.75 $ 5.42 $ 5.93 2016 2017 2018 2019 16 x $ 66 $ 76 $ 87 $ 95 14 x $ 58 $ 67 $ 76 $ 83 12 x $ 50 $ 57 $ 65 $ 71 Perrigo PF Adjusted Diluted EPS with Phased-in Synergies (see slide 16) Calculated Per Perrigo Presentation $ 9.55 $ 10.93 $ 12.47 $ 13.64 2016 2017 2018 2019 16 x $ 228 $ 250 $ 275 $ 293 14 x $ 209 $ 228 $ 250 $ 266 12 x $ 190 $ 206 $ 225 $ 239 Source: Perrigo public filings and Thomson Reuters consensus estimates as of September 16, 2015. Note: This is a Pro-Forma estimate and indicative only and not a target or profit forecast. Nothing in this slide is intended to be a profit forecast. Pro-forma values are illustrative only and any references to value per share, adjusted diluted EPS, share price and P/E should not be treated as targets or profit forecasts. Mylan pro-forma adjusted diluted EPS based on accretion / (dilution) and phasing of synergies per Perrigo’s presentation released September 17, 2015, titled “Responding to Mylan’s Inadequate Tender Offer.” Mylan standalone adjusted diluted EPS as per Perrigo September 17, 2015 Investor Presentation, which used the then current Thomson Reuters Consensus Estimates of Mylan standalone adjusted diluted EPS for the years 2016 to 2019 (inclusive) for the purposes of its calculations. Mylan does not endorse or adopt Thomson Reuters consensus estimates as used by Perrigo in its calculations which are repeated in this slide for illustrative purposes only and to refute certain arguments put forward by Perrigo in its September 17, 2015 Investor Presentation which are based on such calculations. Adjusted diluted EPS is a non-GAAP financial measure. Nothing on this slide is intended to be a profit forecast or a target. Assumes phased-in synergies per Perrigo presentation. Full run-rate synergies are not expected to be realized until the end of year four following the consummation of the offer. Pro-Forma value for Mylan shareholders assumes that Mylan acquires 100% of Perrigo ordinary shares in the offer and that Mylan shareholders realize the benefit of all of the synergies realized in the transaction. 1 Assumes $75 / share is received by Perrigo shareholders and remains as cash; not reinvested. |
Mylan commenced the tender offer for Perrigo shares on September 14, 2015 The offer and withdrawal rights are scheduled to expire on November 13, 2015 at 8:00am ET The acceptance condition for the offer requires more than 50% of Perrigo ordinary shares to be tendered into the offer Mylan remains on track to receive antitrust approval in advance of the expiration date Once the offer has become unconditional in all respects, Mylan is obliged to purchase all Perrigo ordinary shares tendered with the goal to achieve 100% ownership of Perrigo Mylan believes it will reach at least 80% acceptances once it crosses the 50% acceptance condition — Otherwise, Mylan is prepared to manage the business as a controlled subsidiary Mylan is confident it will maintain an investment grade credit profile 25 Clear Path to Completion |
Compelling Profile Large, Diversified Global Generics and OTC Platform with Strong Performance Track Record Regional OTC Company with Challenges Around Standalone Operating and Growth Profile Value Realization Benefits Immediately Upon Transaction Close Uncertain and Dependent on M&A and Multi-Year Execution Risk Higher Value Per Share Incremental Value of $44 per Share (~$6.5bn) (34% Premium vs. Stand-Alone Value)¹ Drop to Stand-Alone Value Hypothetical Perrigo Value Per Share at Mylan’s Current Share Price $173 1 ~$129 2 Illustrative Value per Perrigo Share Over Time ~$190 - $293 3 Perrigo Stand-Alone Value 2016 Adjusted Diluted EPS for Perrigo Shareholders No Reinvestment: $9.55 + $75 in Cash 4 $8.90 6 Reinvestment: $16.85 + $0 in Cash 5 $8.90 6 Higher Adjusted Diluted EPS CAGR off Higher Base 13% 4 10% 4 “Specialty Sciences” (Primarily Tysabri) Contribution to Adjusted Diluted EPS 8% 7 28% 7 Pro-Forma Ownership of Mylan / Perrigo Entity 40% 8 0% Perrigo: “Base plus plus plus” Mylan Offers Perrigo PLUS! 26 Note: This slide is a summary of the information contained in the previous slides. All information should be read in the context in which it was provided in the earlier slides. ¹ Please refer to slide 12 for more detail. Premium calculated by reference to Perrigo’s average implied hypothetical share price of $129. 2 Please refer to slide 10 for further detail. 3 Please refer to slide 23 for further detail. As per slide 24, Perrigo value range is calculated by reference to the Pro-Forma Mylan adjusted diluted EPS for 2016E, as implied by Perrigo’s own calculation methodologies using illustrative P/E multiples of 12x and 16x. These valuations are for illustrative purposes only and are not intended to represent a profit forecast or a target. 4 Please refer to slide 16 for further detail. 5 Assumes reinvestment of $75.00 cash portion in Mylan Pro-Forma and phased-in synergies. Please refer to slide 17 for further detail. 6 Thomson Reuters consensus estimate as of October 9, 2015. Mylan does not endorse or adopt Thomson Reuters consensus estimates, which are used for illustrative purposes only. Nothing on this slide is intended to be a profit forecast or a target. Adjusted diluted EPS is a non-GAAP financial measure. 7 Please refer to slide 21 for further detail. 8 40% ownership assumes base deal of $75 cash + 2.3 Mylan shares per Perrigo share with no reinvestment of the $75.00 cash portion. Mylan’s Offer is a Clear Choice for Perrigo Shareholders Mylan Offers Perrigo PLUS! vs. Perrigo’s “Base plus plus plus” |
Supplemental Materials 27 |
Leading portfolio and pipeline, complemented by a powerful commercial platform ~1,400 global marketed products, 3,400 product submissions pending regulatory approval globally, more than 260 ANDAs pending FDA approval and 50 potential first-to-file opportunities Value-creating M&A and business development, ensuring future financial flexibility Acquisitions and partnerships driving synergistic growth with existing core operations Track record of execution driving exceptional shareholder return 27% Adjusted diluted EPS CAGR since 2008¹ and strong focus on optimal capital allocation Significant investment in future growth drivers Billions of anticipated spend fueling an extensive technology platform Differentiated, large-scale global operating platform World Class Global Supply Chain with excellent service record High quality, vertically integrated development and manufacturing operations 1 Source: Mylan prospectus supplement dated March 30, 2015 and earnings release dated August 6, 2015. Note: 2015 figure represents the mid-point of the updated 2015 financial guidance range. Note: CAGR is calculated based on 2008 – 2015 guidance mid-point data. Adjusted diluted EPS is a non-GAAP financial measure. See Supplemental Materials for reconciliation of adjusted diluted EPS to the most directly comparable GAAP measure. 28 Mylan’s Long-Standing Strategy and Track Record of Success Mylan’s Strategy for Success |
Generics and specialty pharmaceutical business Non-US developed markets specialty and branded generics business 2007 2010 2013 2015 Next 2015 $0.80 $1.30 $1.61 $2.04 $2.59 $2.89 $3.56 $4.25 2008-2015 adjusted diluted EPS Growth = 27% CAGR¹ ² 29 Mylan’s Long-Standing Strategy and Track Record of Success Outstanding Shareholder Returns by Looking Years Ahead and Executing 2008 2009 2010 2011 2012 2013 2014 2015E 1 Source: Mylan prospectus supplement dated March 30, 2015 and earnings release dated August 6, 2015. Note: 2015 figure represents the mid-point of the updated 2015 financial guidance range. Note: CAGR is calculated based on 2008 – 2015 guidance mid-point data. Adjusted diluted EPS is a non-GAAP financial measure. See Supplemental Materials for reconciliation of adjusted diluted EPS to the most directly comparable GAAP measure. 2 Acquisition of Famy Care Ltd. expected to close in the fourth quarter of 2015. |
Existing Debt $ 11,616 $ 11,616 New Debt 10,239 5,529 Total Debt $ 21,855 $ 17,146 2015E Adjusted EBITDA - MYL $ 3,100 $ 3,100 2015E Adjusted EBITDA - PRGO 1,602 1,602 Total Adjusted EBITDA (Excl. Synergies) $ 4,702 $ 4,702 Leverage (No Synergies) 4.6 x 3.6 x Illustrative 50% Synergy Ramp $ 400 $ 400 Total Adjusted EBITDA (Ramped Synergies) 5,102 5,102 Leverage (Ramped Synergies) 4.3 x 3.4 x Source: Mylan 10Q dated August 6, 2015 and Perrigo 10K dated August 13, 2015 for latest balance sheet information. Note: 2015E adjusted EBITDA for Mylan and Perrigo based on midpoint of guidance. Adjusted EBITDA is a non-GAAP financial measure. Mylan adjusted EBITDA guidance as per Mylan second quarter 2015 earnings release (filed on Form 8K) dated August 6, 2015. Perrigo 2015E adjusted EBITDA based on adjusted operating margin guidance and 2014A adjusted D&A as a % revenue. See Supplemental Materials for each company’s adjusted EBITDA to the most directly comparable GAAP measure. This is a Pro-Forma estimate and indicative only and not a target or profit forecast. Nothing in this slide is intended to be a profit forecast. Pro-Forma values are illustrative only and any references should not be treated as targets or profit forecasts. Assumes Mylan has access to 100% of Perrigo Adjusted EBITDA for financing purposes in 50.1% acquisition scenario. 1 Adjusted EBITDA is a non-GAAP financial measure. See slides 34 and 35 for a reconciliation of adjusted EBITDA to the most directly comparable GAAP measure for Mylan and Perrigo, respectively. 2 For illustrative purposes only, assumes $400mm of estimated pre-tax operational synergies in 2015. Full run-rate synergies are not expected to be realized until the end of year four following the consummation of the offer. 100% Acquisition 50.1% Acquisition Case Reduces Mylan's Leverage at Close, Since Less Debt is Required to Fund the Acquisition of 50% Fewer Shares. Perrigo’s Cash Can Be Used to Pay Down Existing Perrigo Debt ($5.3bn) Over Time 50.1% Acquisition 30 2 1 1 Buying Less Than 100% Does Not Harm the Pro-Forma Credit |
Note: This is a Pro-Forma estimate and indicative only and not a target or profit forecast. Nothing in this slide is intended to be a profit forecast. Pro-Forma values are illustrative only and any references to value per share, adjusted diluted EPS, share price and P/E should not be treated as targets or profit forecasts. Adjusted diluted EPS and adjusted net income are non-GAAP financial measures. Assumes $800mm of estimated pre-tax operational synergies in 2015 taxed at 19% for illustrative purposes only. Full run-rate synergies are not expected to be realized until the end of year four following the consummation of the offer. Assumes acquisition of 100% of Perrigo ordinary shares. ¹ Assumes 500mm and 144mm of weighted average diluted shares outstanding in CY2015 for Mylan and Perrigo, based on respective company guidance. Mylan weighted average diluted shares outstanding calculated based on the midpoint of Mylan’s 2015 net income and EPS guidance. ² Mylan and Perrigo Adjusted Net Income calculated as respective standalone adjusted diluted EPS based on midpoint of respective company guidance multiplied by respective diluted shares outstanding implied from company guidance. ³ Assumes transaction debt interest rate at L + 1.5% per bridge commitment. Assumes 3m libor of 0.2936%. Assumes Perrigo debt is not refinanced. Assumes transaction debt of $11.0bn based on Perrigo diluted shares outstanding as of October 9, 2015 of 147mm. 4 2.3x Perrigo’s current diluted shares outstanding of 147mm as of October 9, 2015. 31 Pro Forma Adjusted Diluted EPS Calculation Based on Midpoint of Company Guidance¹ (unaudited; USD in millions, except per share amounts) 4 2015E Mylan Adjusted Diluted EPS $ 4.25 (x) Mylan Diluted Shares Outstanding ¹ 500 Mylan Adjusted Net Income ² $ 2,125 Perrigo Adjusted Diluted EPS $ 7.75 (x) Perrigo Share Count ¹ 144 Perrigo Adjusted Net Income ² $ 1,116 100% of Annual Synergies, after- tax 650 Interest Expense, after-tax ³ (161) Pro Forma Adjusted Net Income $ 3,730 Mylan Standalone Share Count 500 Mylan Shares Issued to Perrigo 338 Pro Forma Share Count 838 Pro Forma Adjusted Diluted EPS $4.45 Mylan Ownership % 60 % Perrigo Ownership % 40 % |
(Unaudited; USD in millions, except per share amounts) GAAP net earnings (loss) attributable to Mylan N.V. and GAAP diluted EPS 929 $ 2.34 $ 624 $ 1.58 $ 641 $ 1.52 $ 537 $ 1.22 $ 224 $ 0.68 $ 94 $ 0.30 $ (335) $ (1.10) $ Purchase accounting related amortization (primarily included in cost of sales) (a) 419 371 391 365 309 283 489 Goodwill Impairment Charges - - - - - - 385 Bystolic Revenue - - - - - - (468) Litigation settlements, net 48 (10) (3) 49 127 226 17 Interest expense, primarily amortization of convertible debt discount 46 38 36 49 60 43 30 Non-cash accretion and fair value adjustments of contingent consideration liability 35 35 39 - - - - Clean energy investments pre-tax loss (b) 79 22 17 - - - - Financing related costs (included in other income (expense), net) 33 73 - 34 37 - - Acquisition related costs (primarily included in cost of sales and selling, general and administrative expense) 140 50 - - - - - Acceleration of deferred revenue - - - - - (29) - Non-controlling interest - - - - - 9 - Restructuring and other special items included in: Cost of sales 45 49 66 8 7 33 53 Research and development expense 18 52 12 4 10 49 14 Selling, general and administrative expense 67 71 105 45 63 22 89 Other income (expense), net (11) 25 (1) - 1 (13) 1 Tax effect of the above items and other income tax related items (c) (432) (260) (216) (198) (253) (273) (31) Preferred dividend (d) - - - - 122 139 - Adjusted net earnings attributable to Mylan N.V. and adjusted diluted EPS 1,416 $ 3.56 $ 1,140 $ 2.89 $ 1,087 $ 2.59 $ 893 $ 2.04 $ 707 $ 1.61 $ 583 $ 1.30 $ 244 $ 0.80 $ Year Ended December 31, 2014 2013 2012 2011 2010 2009 2008 (a) Adjustment for purchase accounting related amortization expense for the year ended December 31, 2014, 2013, 2012, and 2011, respectively include $28 million, $18 million, $42 million and $16 million of intangible asset impairment charges. (b) Adjustment represents exclusion of the pre-tax loss related to Mylan's clean energy investments, the activities of which qualify for income tax credits under section 45 of the U.S. Internal Revenue Code. The amount is included in other expense (income), net. (c) Adjustment for other income tax related items includes the exclusion from adjusted net earnings for the year ended December 31, 2014 of the tax benefit of approximately $150 million related to the merger of the Company's wholly owned subsidiaries, Agila Specialties Private Limited and Onco Therapies Limited, into Mylan Laboratories Limited. (d) Adjusted diluted EPS for the year ended December 31, 2010, includes the full effect of the conversion of the company's preferred stock into 125.2 million shares of common stock on November 15, 2010. Adjusted diluted EPS for the period ended December 31, 2009 was calculated under the "if-converted method" which assumes conversion of the Company's preferred stock into shares of common stock, based on an average share price, and excludes the preferred dividend from the calculation, as the "if-converted method" is more dilutive. 32 Mylan: Reconciliation of Non-GAAP Metrics |
(Unaudited; USD in millions, except per share amounts) Twelve Months Ended December 31, 2015 Lower Upper GAAP net earnings attributable to Mylan N.V. and GAAP diluted EPS $ 1,055 $ 2.11 $ 1,080 $ 2.16 Purchase accounting related amortization 820 850 Interest expense, primarily amortization of convertible debt discount 70 80 Non-cash accretion of contingent consideration liability 35 40 Pre-tax loss of clean energy investments 80 100 Litigation settlements, net 17 17 Financing related 35 40 Restructuring, acquisition and other special items 325 375 Tax effect of the above items and other income tax related items (362) (407) Adjusted net earnings attributable to Mylan N.V. and adjusted diluted EPS $ 2,075 $ 4.15 $ 2,175 $ 4.35 33 Mylan: Reconciliation of Forecasted Non-GAAP Metrics |
(Unaudited; USD in millions) Twelve Months Ended December 31, 2015 Lower Upper GAAP net earnings $ 1,005 $ 1,080 Add adjustments: Net contribution attributable to the noncontrolling interest and equity method investees 80 100 Income taxes 245 300 Interest expense 285 335 Depreciation and amortization 1,000 1,090 EBITDA $ 2,615 $ 2,905 Add adjustments: Stock-based compensation expense 65 90 Restructuring & other special items 200 260 Other expense, net 20 45 Adjusted EBITDA $ 2,900 $ 3,300 34 Mylan: Reconciliation of Forecasted Non-GAAP Metrics |
Source: Perrigo investor presentation dated April 21, 2015 “Perrigo Fiscal 2015 Third Quarter Earnings Slides” 1 Amounts may not sum or cross-foot due to rounding. 2 Ratios calculated using exact numbers. ³ Non-GAAP guidance for calendar 2015 excludes amortization of intangibles, restructuring, and unusual litigation charges, along with transaction and financing costs related to the Omega Pharma Invest NV (“Omega”) acquisition. At this time, a reconciliation to GAAP earnings per share guidance for calendar 2015 is not available without unreasonable effort. As noted in Perrigo’s third quarter 2015 press release dated April 21, 2015, Perrigo expects that the unavailable reconciling items,which primarily include the amortization of intangibles and non-cash charges related to Omega, along with other expenses not related to Perrigo’s core operations, which may be related to the integration of Omega, Perrigo’s change in fiscal year and Mylan’s bid to acquire Perrigo, could significantly impact Perrigo’s financial results. 4 D&A includes $502.2mm of depreciation and amortization net of acquisition related amortization expenses within cost of goods sold ($395.5mm), selling costs ($22.4mm) and administration costs ($6.2mm). 35 Perrigo Reconciliation of Non-GAAP Measures Calendar Year 2014 Actuals and 2015 Guidance Twelve Months Ended December 31, 2014 (in millions except per share) (unaudited) GAAP (1) Non-GAAP Adjustments (1) As Adjusted (1) Consolidated Net sales $ 4,171.6 $ – $ 4,171.6 Cost of sales 2,735.3 395.5 (a) 2,339.7 Gross profit $ 1,436.3 $ 395.5 $ 1,831.9 (a) Acquisition-related amortization expense Operating expenses (b) Distribution 57.2 – 57.2 Research and development 172.6 10.0 (b) 162.6 (c) Selling 206.4 22.4 (a) 184.0 Administration 343.7 44.8 (a,c,d,e,f) 298.9 (d) Write-up of contingent Restructuring 34.1 34.1 (g) – (e) Litigation settlement of $2.0 million Total operating expenses $ 814.0 $ 111.3 $ 702.7 (f) Loss contingency accrual of $15.0 million Operating income $ 622.3 506.8 1,129.2 (g) Interest expense, net 109.2 5.0 (h) 104.2 Other expense, net 69.3 63.6 (I,j,k) 5.7 (h) Loss on sale of investment 12.7 12.7 – (i) Loss on extinguishment of debt 9.6 9.6 (l) – Income before income taxes 421.5 597.7 1,019.3 (j) Income tax expense 75.2 101.5 (m) 176.6 Net income $ 346.3 $ 496.2 $ 842.7 (k) Diluted earnings per share 2.57 6.27 Diluted weighted average shares outstanding 135.0 (0.6) (n) 134.4 (l) Selected ratios as a percentage of net sales (2) Distribution, selling, and adminstrative 14.6% 12.9% (m) Tax effect of non-GAAP adjustments Research and development 4.1% 3.9% (n) Operating income 14.9% 27.1% Effective tax rate 17.8% 17.3% Calculation of adjusted diluted EPS guidance growth Calendar Year 2014 adjusted diluted EPS $ 6.30 Calendar Year 2015 adjusted diluted EPS range (3) $ 7.50 - 8.00 % change 20% - 28% Calculation of adjusted EBITDA calculation Calendar Year 2015 net sales range (3) $ 5,400 - 5,700 Calendar Year 2015 adjusted operating margin (3) 27.0% Implied Calendar Year 2015 adjusted operating margin 1,458 - 1,539 Calendar Year 2014 D&A (4) $ 78.1 Calendar Year 2014 D&A margin 1.9% Implied Calendar Year 2015 adjusted EBITDA margin 28.9% Implied Calendar Year 2015 adjusted EBITDA $ 1,602 Weighted average effect of 6.8 million shares issued on November 26, 2014 to finance the pending Omega acquisition Income of $12.5 million from transfer of a rights agreement Bridge fees and extinguishment of debt in connection with Omega financing R&D payment of $10.0 million made in connection with collaborative arrangement Acquisition and integration-related charges totaling $15.8 million related primarily to Omega and Elan Restructuring and other integration-related charges due primarily to Elan Omega financing fees Elan equity method investment losses totaling $11.4 million Loss on derivatives associated with the pending Omega acquisition totaling $64.7 million |
Source: Perrigo Annual Reports on Form 10-K filed August 13, 2015 and August 14, 2014, Perrigo Co.’s Annual Reports on Form 10-K filed August 15, 2013 and August 16, 2012, and Perrigo investor presentation dated September 17, 2015, titled “Responding to Mylan’s Inadequate Tender Offer” ¹ Amortization of acquired intangible assets related to business combinations and asset acquisitions 36 Twelve Months Ended June (Unaudited; USD in millions) 2011 2012 2013 2014 2015 Perrigo Reported net sales $ 2,755 $ 3,173 $ 3,540 $ 4,061 $ 4,604 Reported operating income $ 490 $ 569 $ 679 $ 567 $ 748 Acquisition-related amortization (1) 47 75 94 281 464 Acquisition costs 3 9 10 109 34 Restructuring charges 1 9 3 47 7 Loss contingency accrual - - - 15 2 Write-offs of in-process R&D - 2 9 6 - Litigation settlements - - - 5 - Contingent consideration adjustment - - - 1 1 Escrow settlement - - - (3) - Inventory step-ups - 27 11 - 16 Impairment of intangible asset - - - - 0 Impairment of fixed assets - - - - - Loss on asset exchange - - - - - Proceeds from sale of pipeline development projects - (5) - - - Legal and consulting fees related the Mylan N.V. defense - - - - 13 Initial payments made in connection with R&D arrangements - - - - 28 Year end change - - - - 1 Adjusted operating income $ 541 $ 687 $ 805 $ 1,029 $ 1,314 Depreciation and amortization excluding acquisition-related amortization (1) 56 61 66 78 85 Perrigo adjusted EBITDA 597 747 871 1,107 1,398 Perrigo adjusted EBITDA margin 22 % 24 % 25 % 27 % 30 % Specialty Sciences Reported net sales - - - $ 147 $ 344 Reported operating income - - - (69) 36 Depreciation and amortization - - - 154 292 Transaction costs - - - 12 0 Restructuring charges - - - 39 0 Specialty Sciences adjusted EBITDA - - - 137 328 Specialty Sciences adjusted EBITDA margin - - - 93 % 95 % Perrigo Excluding Specialty Sciences Reported net sales $ 2,755 $ 3,173 $ 3,540 $ 3,914 $ 4,260 Adjusted EBITDA 597 747 871 971 1,070 Adjusted EBITDA margin 22 % 24 % 25 % 25 % 25 % Perrigo: Reconciliation of Adjusted EBITDA Margin |