Almirall Sa · BME:ALM

Almirall Sa — Merger or Acquisition (October 2007)

20 slides from Almirall Sa's merger presentation, Oct 8, 2007

  1. Slide 1: European portfolio and sales network acquisition from Shire plc.

    European portolio and sales network acquisition from Shire plc. Oct. 8th 2007 1 Deal Announcement

  2. Slide 2: Introduction

    Introduction 2

  3. Slide 3: Background

    Background ƒ Almirall recently completed its IPO and trading commenced on 20 June 2007 ƒ The strategy communicated at the time of IPO was to use the proceeds to fund business growth to 9 Increase international presence through partnerships and/or acquisitions 9 Leverage R&D pipeline ƒ Almirall compl

  4. Slide 4: Key Transaction Highlights

    Key Transaction Highlights ƒ The acquisition comprises the rights for 8 products and 63 sales & marketing staff, mainly in the UK and other key European countries (Germany, France, Italy, Spain and Ireland) ƒ Cash acquisition of these assets for $ 213 million (€ 151 million)1. ƒ Transaction financed

  5. Slide 5: Strategic rationale

    Strategic rationale • Contributes to reinforce Almirall’s European expansion • Provides critical mass to consolidate a UK affiliate • Opportunity to build a patented dermatological franchise throughout Europe in line with the Hermal acquisition • Substitutes part of each toll manufacturing business

  6. Slide 6: 1. Shire portfolio

    1. Shire portfolio 6

  7. Slide 7: Business Overview

    Business Overview • 53.8M$ portfolio (2006) being divested by Shire • Assets deal – transfer of products and some sales & marketing personnel • Business concentrated in UK – ~70% of total sales • Two promoted dermatology products (SolarazeTM and Vaniqa®) with formulation patent protection until 2013

  8. Slide 8: Portfolio 2006 sales breakdown

    Portfolio 2006 sales breakdown Revenue by geography / 53.8M$ Revenue by product type 2% 1% 2% 9% 4% 4% 11% 12% 11% 16% 11% 28% 12% 88% 66% 68% 33% Promoted Non-promoted Total UK France Germany Italy UK France Germany Italy Spain Ireland Others Spain Ireland Others 8

  9. Slide 9: Base Case – Key financials

    Base Case – Key financials Shire portfolio revenues ($m) CAGR ’04-‘06: 23% 60 $54m $51m 50 40 $35m $33 $32 30 $25 20 10 $19 $21 $10 0 2004 2005 2006 Promoted Non-promoted 9

  10. Slide 10: Portfolio highlights

    Portfolio highligths 1. Two patented dermatological products plus 6 cash-cows 2. Business very concentrated in the UK (68%) Promoted NON-Promoted SOLARAZETM ƒ Treatment of Actinic Keratosis ƒ LODINE- Rheumatoid arthritis (3%, gel ƒ Launched in EU 2001 ƒ COLAZIDE- Ulcerative colitis diclofenac sodium

  11. Slide 11: 2. Geographical expansion

    2. Geographical expansion 11

  12. Slide 12: Strong geographical fit

    Strong geographical fit ƒ Adds critical mass in the UK ƒ Reinforces Almirall’s pan-European positioning Almirall direct presence Almirall presence through partnerships Shire direct presence 12

  13. Slide 13: Almirall continues its international expansion

    Almirall continues its international expansion • Opening of French • Opening of • Subsidiary • Signing of • Acquisition of • Acquisition of subsidiary Italian established Pantopan Sofotec Hermal (acquisition of subsidiary in Germany agreement for (Germany) French company Italy and • Forest Pharmafar

  14. Slide 14: 3. Dermatology

    3. Dermatology 14

  15. Slide 15: Attractions of Dermatology Market

    Attractions of Dermatology Market ƒ Key strategic market for Almirall 9 Hermal’s acquisition strengthened Almirall’s commitment with the derma market 9 One product for psoriasis in phase II (LAS37779) and several other dermatological programmes in discovery feasibility ƒ Specialist pharma market imp

  16. Slide 16: 4. Financial effects

    4. Financial effects 16

  17. Slide 17: Transaction Highlights

    Transaction Highlights Key terms ƒ Cash acquisition a European portfolio for $ 213 million (€ 151 million). ƒ Acquisition financed through external bank facilities ƒ UK authorities merger clearance required - closing expected within 3 months. Financial effects ƒ Increase of sales with sounded profit

  18. Slide 18: Conclusions

    Conclusions 18

  19. Slide 19: Conclusions

    Conclusions ƒ Further step towards Pan European presence 9 ƒ Increases weight of International sales in Almirall portfolio 9 consolidating its footprint in the UK market ƒ Strengthens position in attractive dermatology franchise 9 ƒ Adds sales and marketing power in the UK 9 ƒ Tax synergies arising

  20. Slide 20: (& Almirall

    Zg . (& Almirall Solutions thinking of you

Almirall — Merger or Acquisition (October 2007) on 6ix