Jazz Pharmaceuticals Plc · NASDAQ:JAZZ
Jazz Pharmaceuticals — Merger or Acquisition (September 2011)
27 slides from Jazz Pharmaceuticals's merger presentation, Sep 20, 2011
Slide 1: Jazz Pharmaceuticals and Azur Pharma: A Compelling Strategic Combination
Jazz Pharmaceuticals and Azur Pharma A Compelling Strategic Combination Bruce Cozadd , Chairman and CEO
Slide 2: Forward-Looking Statements
Forward-Looking Statements "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 Jazz
Slide 3: Forward-Looking Statements: Additional Information and Where to Find It
Forward-Looking Statements Additional Information and Where to Find It In connection with the proposed transaction, Jazz Pharmaceuticals and Azur Pharma will be filing documents with the SEC, including the filing by Jazz Pharmaceuticals of a preliminary and definitive proxy statement/prospectus rela
Slide 4: Building Shareholder Value by Focusing on Patients
Jazz Pharmaceuticals’ mission is to improve patients’ lives by identifying, developing and commercializing valuable pharmaceutical products in focused therapeutic areas Building Shareholder Value by Focusing on Patients
Slide 5: Strategy to Build Shareholder Value
Strategy to Build Shareholder Value Grow Xyrem sales in current indications Increased focus on achieving full potential 1 Maintain entrepreneurial, ownership culture at the company 4 Make disciplined resource allocation decisions Acquire additional marketed or close to approval products Leverage our
Slide 6: Compelling Strategic and Financial Benefits
Diversified portfolio of CNS and women’s health products Increased scale and platform for growth Resources to invest in future pipeline and strong franchise management opportunities Stronger, enhanced management team Accretive transaction 1 Revenues >$475M and cash flow >$200M in first 12 months ~$2
Slide 7: Jazz Pharmaceuticals plc: Transaction Summary
Jazz Pharmaceuticals plc Portfolio & Financial Projections Ownership in Combined Company Shareholder Votes Board of Directors Management Anticipated Closing: 1Q12 • 12 products currently marketed in US • >$475 million in revenues in first months • >$200 million in cash generated in first months • Ja
Slide 8: A Growing, Diversified Product Portfolio
A Growing, Diversified Product Portfolio Xyrem 87% Xyrem 63% 2011 Estimated Revenues Stand Alone Jazz Pharmaceuticals, Inc. Pro forma Jazz Pharmaceuticals plc Luvox CR 13% Luvox CR 9% Prialt 6% Women’s Health 10% Other CNS 1% FazaClo LD 8% FazaClo HD 3%
Slide 9: Azur Pharma Overview
Azur Pharma Overview Seamus Mulligan , Chairman and CEO Eunan Maguire , President, North America
Slide 10: Azur Pharma
Azur Pharma Azur Pharma is a specialty focused pharmaceutical company formed in 2005 that has created a successful business by: • Leveraging extensive industry network and business development expertise • Assembling and commercializing a diversified product portfolio in specialty therapeutic areas •
Slide 11: Jazz Pharmaceuticals
Jazz Pharmaceuticals
Slide 12: Azur Pharma – Compelling Fit With Jazz Pharmaceuticals
Azur Pharma – Compelling Fit With Jazz Pharmaceuticals $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 $100 • Strong commercial focus and expertise in CNS and women’s health • Approximately 170 employees: — 105 people in 3 US sales forces across pain, psychiatry and women ’ s health — 16 person medical affai
Slide 13: Prialt - for Chronic Pain
Prialt - for Chronic Pain • 2010 net sales of $20M (marketed by Azur since May 2010) • Only non-opioid intrathecal (IT) analgesic for severe chronic pain • Compelling growth opportunity with business characteristics similar to Xyrem: – Requires high touch sales capability with heavy clinical emphasi
Slide 14: FazaClo – for Treatment Resistant Schizophrenia
FazaClo – for Treatment Resistant Schizophrenia • 2010 net sales of $37M • Orally disintegrating clozapine tablets approved for management of treatment resistant schizophrenia • 10% prescription share despite largely generic clozapine market • FazaClo High Dose (HD) launched September 2010 – More th
Slide 15: Women's Health Products - Targeting a Growing Market
Women’s Health Products - Targeting a Growing Market • Diversified and balanced set of six products with 2010 net sales of $27M • Significant growth opportunity driven by Elestrin , a topical gel ERT therapy - Patents through 2022 • Revamped Elestrin promotion model in 2010 leveraging 51 sales repre
Slide 16: © xz Prrmacenteats
© xz Prrmacenteats
Slide 17: Slide 17
Slide 18: Financial Overview
Financial Overview Kate Falberg CFO ,
Slide 19: Pharmaceuticals
72 Pharmaceuticals
Slide 20: Slide 20
Slide 21: Azur Pharma Financial Overview
Azur Pharma Financial Overview $0 $20 $40 $60 $80 $100 $120 Net Sales Operating Expenses EBITDA 2010 Financials ($M) 2011 Estimates ($M) 1. Financial results prepared in accordance with the International Financial Reporting Standards, IFRS 2. EBITDA is a non-GAAP financial measure that excludes cert
Slide 22: Benefits of New Corporate Structure
Benefits of New Corporate Structure Access to international capital markets and business development opportunities Enhanced management capabilities Additional locations (Philadelphia, Dublin) Parent company in Ireland expected to license, develop and acquire existing and new products • Sourcing of n
Slide 23: Accretive Transaction and NOLs Preserved
Accretive Transaction and NOLs Preserved • Transaction expected to be accretive to Jazz Pharmaceuticals, Inc. 2012 Adjusted EPS on a fully taxed basis • No operating cost synergies assumed • Reversal of valuation allowance on deferred tax assets – Would result in significant non-cash GAAP tax benefi
Slide 24: Next Steps
Next Steps File preliminary proxy statement and S-4 Expected to close 1Q12 Transaction is subject to customary closing conditions and regulatory approvals, including: • SEC effectiveness of S-4 • Jazz Pharmaceuticals, Inc. stockholder approval • Azur approval of other necessary actions • Antitrust c
Slide 25: Compelling Strategic and Financial Benefits
Diversified portfolio of CNS and women’s health products Increased scale and platform for growth Resources to invest in future pipeline and strong franchise management opportunities Stronger, enhanced management team Accretive transaction Revenues >$475M and cash flow >$200M in first 12 months ~$250
Slide 26: Jazz Pharmaceuticals: Innovation that performs
Jazz Pharmaceuticals Innovation that performs
Slide 27: Azur Pharma Reconciliation of EBITDA to Operating Income
Azur Pharma 1 Reconciliation of EBITDA to Operating Income FY 2009 2010 (In millions) EBITDA Subtract: Depreciation & Amortization Stock-based compensation expense Operating Income $23.8 16.5 0.3 $7.0 1. Financial statements have been prepared in accordance with the International Financial Reporting
Jazz Pharmaceuticals — Merger or Acquisition (September 2011) on 6ix