Viatris Inc. · NASDAQ:VTRS
Viatris — Mylan — Merger or Acquisition (April 2015)
22 slides from Viatris's merger presentation, Apr 21, 2015
Slide 1: Teva and Mylan
Filed by Teva Pharmaceutical Industries Ltd. (Commission File No. 001-16174) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mylan N.V. Commission File No.: 333-199861 Teva and Mylan Combination
Slide 2: Safe Harbor Statement
2 Safe Harbor Statement This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management’s current beliefs and expectations and involve a number of assumptions, known and unknown risks and uncertainties t
Slide 3: Additional Information
3 Additional Information This communication is for informational purposes only and does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Teva has made for a business combination transaction with Mylan. In furtherance of
Slide 4: Proposed Transaction Overview
4 Proposed Transaction Overview Proposed Price and $82.00 per share Consideration Approximately 50% cash / 50% stock 48.3%premium to unaffected Mylan stockprice on March 10, 2015,after which there was widespread speculation of a transaction between Teva and Mylan Significant Premium 37.7% premium to
Slide 5: Value Creating Proposal for Teva & Mylan Stakeholders
Value Creating Proposal for Teva & Mylan 5 Stakeholders Industry-leading company, well-positioned to transform the global generics space Significantly expanded and more efficient global footprint, including leadership positions and strengthened operations, sales and R&D platforms in attractive marke
Slide 6: Premium Value for Mylan Stockholders
6 Premium Value for Mylan Stockholders 48.3%premiumto unaffectedstockpriceon March10, 2015,after which there waswidespread speculation of a transaction between Teva and Mylan 37.7%premiumto stockpriceon April 7, 2015,which is the last day of tradingprior to Mylan’s press release regarding its unsoli
Slide 7: Superior Alternative to a Mylan / Perrigo Combination or Standalone Mylan
Superior Alternative to a Mylan / Perrigo Combination 7 or Standalone Mylan Teva’s Proposal Mylan Standalone Mylan’s Proposal for Perrigo A clear industry leader Smaller scale Smaller scale Significant synergies No synergies Weaker strategic fit Clear value creation No immediate cash value for Less
Slide 8: Combination Advances Teva's Strategy
8 Combination Advances Teva’s Strategy Positions combination as a fully-integrated generics and leading specialty pharmaceutical company Enhances scale, resources and capabilities to drive significant value across the business Advances our goal of being the most competitive manufacturer Opportunity
Slide 9: Teva's Key Priorities for Business Development in 2015
9 Teva’s Key Priorities for Business Development in 2015 Targeting a Unique Attractive Growth Pipeline Assets/ Markets Space In The Portfolios Industry Complex/Hard Unique Health In-Market or to Produce Solutions, Close to Assets or Technologies, Market Assets Technologies Services in Core TAs Gener
Slide 10: Reinforces Sector Leadership
10 Reinforces Sector Leadership ($ in billions) 2015E Revenue $80 $60 $53 $40 $29 $22 $19 $20 $10 $6 $4 $3 $0 (1) (2) (3) Combined entity would house $19 billion in generics and other revenue and $10 billion in specialty pharmaceuticals revenue Source: FactSet; 2015E revenues (including segment info
Slide 11: Highly Complementary Businesses
11 Highly Complementary Businesses Teva(1) Mylan(2) Business units: Generics, Specialty, OTC Business units: Generics, Specialty Specialty TAs: CNS, pain, respiratory Specialty TAs: respiratory / allergy Operates in 60 countries Operates in 145 countries 46,000 employees 30,000 employees 2014 Revenu
Slide 12: The Strength of the Combined Company
12 The Strength of the Combined Company Combined Company Long-Term Impact 2016E 2018E Significantly expanded and more efficient global Revenue >$30 billion ~$33 billion footprint Opportunities for substantial achievable cost EBITDA >$10 billion ~$13 billion synergies and tax savings are estimated to
Slide 13: Significantly Expands Global Footprint
13 Significantly Expands Global Footprint Markets of Focus Teva Joint Mylan Combined company will enhance opportunities in markets worldwide Source: Company filings Data as of 12/31/2014
Slide 14: Creates More Efficient, Flexible & Competitive Pharmaceutical Platform
Creates More Efficient, Flexible & 14 Competitive Pharmaceutical Platform Industry-Leading Infrastructure GlobalManufacturingFacilities(1) Strengthened operations, sales and R&D platforms around the world Robust, industry-leading sales infrastructure and deep customer and provider relationships acro
Slide 15: Significantly Strengthens Capabilities in Complex Generics
Significantly Strengthens Capabilities in Complex 15 Generics Teva Standalone Mylan Standalone Pro Forma Combined Dermatologic Injectables Dermatologic Injectables Dermatologic Injectables Oral Liquid 2% 1% 4% 2% Oral Liquid 3% 1% Oral Liquid 2% 3% 5% Inhalant & Inhalant & Nasal Inhalant & Nasal 14%
Slide 16: Enhances Global Biosimilars Portfolio
16 Enhances Global Biosimilars Portfolio Select Pro Forma Biosimilars Target Cell Process At Pre- Phase Phase Product disease line scale-up scale clinical I III Marketed Lipegfilgrastim (Neulasta®) Oncology Tbo-filgrastim (Neupogen®) Oncology Filgrastim (Neupogen®) Oncology Follitropin alfa (GONAL-f
Slide 17: Significantly Enhanced Pharmaceuticals Offerings
17 Significantly Enhanced Pharmaceuticals Offerings Specialty Pharmaceuticals Complex Generics Leading position in multiple sclerosis, Superior capabilities in complex generics respiratory, pain, migraine, movement disorders and allergy therapeutics Leverage strong partnership with Biocon, while bui
Slide 18: Significant Financial Benefits of a Combined Teva and Mylan
Significant Financial Benefits of a Combined Teva and 18 Mylan Strong Financial Profile to Drive Future Growth Maintains Financial Strength and Flexibility Substantial Cost Synergies and Future Value Creation Consistent with Teva’s Stated Business Development Criteria Ongoing Return of Capital to St
Slide 19: Significant Synergy Opportunities
19 Significant Synergy Opportunities Significant Opportunity to Leverage Combined Infrastructure Transaction expected to deliver approximately $2 billion annually in cost synergies and tax savings, to be substantially achieved by the third anniversary of the closing of the transaction Significant sa
Slide 20: Clear Roadmap to Completion
20 Clear Roadmap to Completion No significant regulatory hurdles Have carefully studied the regulatory aspects of proposed combination in conjunction with advisors Confident that any necessary regulatory requirements will be in met a timely manner Any required divestitures can be determined and impl
Slide 21: Teva Prepared to Engage
21 Teva Prepared to Engage We welcome the opportunity to discuss all aspects of our proposal with Mylan's Board and management Teva’s proposal provides Mylan’s stockholders with: A substantial premium and immediate cash value Significant potential for future value creation through participation in a
Slide 22: Thank You
22 Thank You