Exhibit 99.2
Special InterMune All Hands Meeting August 25, 2014 1 |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS SOME OF THE STATEMENTS CONTAINED IN THIS ANNOUNCEMENT ARE FORWARD -LOOKING STATEMENTS, INCLUDING STATEMENTS REGARDING THE EXPECTED CONSUMMATION OF THE ACQUISITION, WHICH INVOLVES A NUMBER OF RISKS AND UNCERTAINTIES, INCLUDING THE SATISFACTION OF CLOSING CONDITIONS FOR THE ACQUISITION, SUCH AS REGULATORY APPROVAL FOR THE TRANSACTION, THE TENDER OF A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK OF INTERMUNE AND THE POSSIBILITY THAT THE TRANSACTION WILL NOT BE COMPLETED. THESE STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS, AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE STATEMENTS. THESE STATEMENTS ARE GENERALLY IDENTIFIED BY WORDS OR PHRASES SUCH AS "BELIEVE", "ANTICIPATE", "EXPECT", "INTEND", "PLAN", "WILL", "MAY", "SHOULD", "ESTIMATE", "PREDICT", "POTENTIAL", "CONTINUE" OR THE NEGATIVE OF SUCH TERMS OR OTHER SIMILAR EXPRESSIONS. IF UNDERLYING ASSUMPTIONS PROVE INACCURATE OR UNKNOWN RISKS OR UNCERTAINTIES MATERIALIZE, ACTUAL RESULTS AND THE TIMING OF EVENTS MAY DIFFER MATERIALLY FROM THE RESULTS AND/OR TIMING DISCUSSED IN THE FORWARD -LOOKING STATEMENTS, AND YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE STATEMENTS. ROCHE AND INTERMUNE DISCLAIM ANY INTENT OR OBLIGATION TO UPDATE ANY FORWARD -LOOKING STATEMENTS AS A RESULT OF DEVELOPMENTS OCCURRING AFTER THE PERIOD COVERED BY THIS REPORT OR OTHERWISE. ADDITIONAL INFORMATION AND WHERE TO FIND IT THE TENDER OFFER FOR THE OUTSTANDING COMMON STOCK OF INTERMUNE HAS NOT BEEN COMMENCED. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL INTERMUNE COMMON STOCK. THE SOLICITATION AND OFFER TO BUY INTERMUNE COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS. AT THE TIME THE OFFER IS COMMENCED, ROCHE AND INTERMUNE ACQUISITION CORPORATION, A WHOLLY OWNED SUBSIDIARY OF ROCHE, WILL FILE A TENDER OFFER STATEMENT ON SCHEDULE TO WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND THEREAFTER, INTERMUNE WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO THE OFFER. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE SINCE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. THE OFFER TO PURCHASE, SOLICITATION/RECOMMENDATION STATEMENT AND RELATED MATERIALS WILL BE FILED BY ROCHE AND INTERMUNE WITH THE SEC, AND INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE MATERIALS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY ROCHE AND INTERMUNE WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. Any statements regarding earnings per share growth is not a profit forecast and should not be interpreted to mean that Roche's earnings or earnings per share for this year or any subsequent period will necessarily match or exceed the historical published earnings or earnings per share of Roche. For marketed products discussed in this presentation, please see full prescribing information on our website www.roche.com All mentioned trademarks are legally protected. 2 |
Speakers [] Giacomo Di Nepi, Executive Vice President and Managing Director, Europe -- InterMune [] Dan Welch, Chairman, President and CEO - InterMune [] Jennifer Cook, Head of Europe - Roche 3 |
InterMune and Roche Reach Definitive Merger Agreement [GRAPHIC OMITTED] 4 |
A Strategic Merger of Two Companies Passionate about Patients with IPF [GRAPHIC OMITTED] 5 |
Making the Right Choice for Patients and Investors [GRAPHIC OMITTED] 6 |
What's Next? ALL InterMune employees are guaranteed their comparable aggregate target compensation and benefits through the end of 2015 [] Bonuses earned in 2014 will be paid in 2015, based upon corporate objectives I will remain responsible for entire organization, working with the ILT through 2014 InterMune/Roche leadership working on integration plan Our mission remains the same 7 |
All Hands with InterMune Europe 25 August 2014 Jennifer Cook, Head of Europe, Roche [GRAPHIC OMITTED] 8 |
Your phenomenal achievements -- what I have learned [] One of the best startups in Europe [] Built a strong organization in record time [] Delivered one of the best orphan medicines launches ever [] Successfully navigated the complex European pricing and reimbursement systems [] Achieved 11 consecutive quarters of growth [] Gave patients in Europe living with IPF renewed hope 9 |
What does this proposed merger mean? [GRAPHIC OMITTED] [] We recognise this is unsettling [] We are committed to ensuring a smooth transition process and will fully support InterMune employees [] We ask for your continued contribution at this critical time for Esbriet/pirfenidone [] We look forward to welcoming you into the Roche Group, and into the European Team 10 |
Introduction to Roche Group Introduction to Roche Pharma Insights into Region Europe How our companies fit together Next Steps and Conclusions 11 |
Roche Group A research -focused healthcare company [GRAPHIC OMITTED] [] Headquartered in Basel, Switzerland, since 1896 [] Founding families still hold a majority stake [] Genentech is a wholly owned member #1 biotech company #1 in oncology #1 in hospital markets #1 in in vitro diagnostics 12 |
Roche Group Sales 2013 [GRAPHIC OMITTED] Note: 2013 reported figures in Swiss Francs (CHF) 13 |
Roche Group Our purpose Doing now what patients need next 14 |
Introduction to Roche Group Introduction to Roche Pharma Insights into Region Europe How our companies fit together Next Steps and Conclusions 15 |
Roche Pharma regions Global presence to reach as many patients as possible with our medicines [GRAPHIC OMITTED] 16 |
Our top 10 products Focused on first and best in class therapies [GRAPHIC OMITTED] 17 |
Introduction to Roche Group Introduction to Roche Pharma Insights into Region Europe How our companies fit together Next Steps and Conclusions 18 |
Region Europe Our impact -- 5,500 employees achieved CHF 9.1bn [GRAPHIC OMITTED] 19 |
[GRAPHIC OMITTED] 20 |
Introduction to Roche Group Introduction to Roche Pharma Insights into Region Europe How our companies fit together Next Steps and Conclusions 21 |
Cultural Fit Shared values and patient focus Roche Core Values Integrity Passion Courage [GRAPHIC OMITTED] InterMune Core Values Integrity Passion Accountability Creativity Teamwork 22 |
Cultural Fit Shared values and patient focus [GRAPHIC OMITTED] 23 |
Introduction to Roche Group Introduction to Roche Pharma Insights into Region Europe How our companies fit together Next Steps and Conclusions 24 |
Roche committed to ensuring a smooth transition for employees [GRAPHIC OMITTED] For all employees: [] We will guarantee each employee comparable aggregate target compensation and benefits through the end of 2015 [] We will work as expeditiously as possible to determine the changes that need to be made and provide timelines/next steps 25 |
Doing now what patients need next 26 |
Our Mission Yesterday we were responsible to Deliver Sales, Deliver ASCEND 27 |
Our Mission Yesterday we were responsible to Deliver Sales, Deliver ASCEND We remain responsible to Deliver Sales, Deliver ASCEND 28 |