Perrigo Company Plc · NYSE:PRGO
Perrigo — Merger or Acquisition (July 2015)
21 slides from Perrigo's merger presentation, Jul 6, 2015
Slide 1: Creating a Better Company: Mylan and Perrigo
Filed by Mylan N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rules 14a-12(b) and 14d-2(b) of the Securities Exchange Act of 1934 Subject Company: Perrigo Company plc Commission File No. 001-36353 Better Mylan Creating Transforming July 2015 health & Sustaina
Slide 2: Legal Matters: Irish Takeover Rules disclosure
Legal IRISH Mylan Rules, RESPONSIBILITY The this published To DEALING of ‘relevant date Perrigo Under with A Panel’s Interests having Terms disclose number disclosure ‘relevant the communication directors on the either Matters in the best Mylan N.V.’s LAW an website which is or +353 afacts in quotat
Slide 3: Legal Matters: Additional Information and Non-Solicitation
Legal ADDITIONAL In Commission May preliminary Proposal, for READ DECISION through required Irish A PARTICIPANTS employees officers well interests they This NON-SOLICITATION any jurisdiction applicable regulation. copy connection any of securities, as become communication Takeover 5,Matters its THE
Slide 4: Legal Matters: Further Information and Trademark Disclaimer
Legal FURTHER The mailed custodians) violation any TRADEMARK All United trademarks, trademarks, person. distribution Matters or States of otherwise INFORMATION and the trade and/or securities trade are DISCLAIMER ofnames, this subject forwarded, other names, communication product laws countries. top
Slide 5: Legal Matters: Forward-Looking Statements
Legal FORWARD-LOOKING This Transaction”) EPD operations, may “continue,” those including whether the approvals, transaction (including, Transaction; in financial to sell clinical results customer businesses products preparation related on fully encourages the connection acquire Form offer products,
Slide 6: Legal Matters: Non-GAAP Financial Measures and Statements
Legal NON-GAAP This limited Management ongoing prepared comparable directly financial NO To Irish will SYNERGY There the set necessarily The PricewaterhouseCoopers Announcement the out previous Synergy PROFIT Synergy necessarily communication Takeover Matters are extent in to, comparable operations
Slide 7: Agenda
•Agenda A Creating NoCompelling Clear Sustainable Pathway OfferforGrowth Teva’s Hostile and Value Strategy with Perrigo
Slide 8: The industrial logic of Mylan + Perrigo
Mylan The industrial •ØThis Generates Creates Complementary Unmatched One Immense combination unique + ofPerrigo athe logic one-of-a-kind significant reach industry’s infrastructure scale of across businesses in Mylan its value broadest distribution global operations and will for and Perrigo be heal
Slide 9: Why Growth Transaction?
Why Growth Transaction? ü Allows Ability Delivers Potential Extensive Horizontally One-of-a-kind Unmatched Mylan’s Outstanding is to Perrigo Mylan focused reliability tocapitalize combined European supercharge quality, R&D to integrates the acquisition profile offer and Right on platform technology
Slide 10: $800m synergy estimate
$800m Focused Core Perrigo Manufacturing Sales Distribution Research Administrative Divestitures •estimate ØCross Deeper Leveraging Potential R&DSynergy operations in selling Combination operations of and customer and Synergies at for üVery Mylan’s Development least Categories Likely Same products ü
Slide 11: Mylan Returns: Adjusted Diluted EPS 2008-2015
Mylan Returns Adjusted 2008-2015 EPS $0.80 $4.15 $3.56 $2.89 $2.59 $2.04 $1.61 2008 Generics Non-US 2007 1. 2015 Note: Source: Growth 2009 2010 All $1.30 has by developed and diluted CAGRs Mylan Driven 2010 2012 adjusted Looking =specialty 27% 2011 2015 EPS prospectus calculated Outstanding markets
Slide 12: Implied Average Blended P/E Over Time
Implied Average 25x Jan-14 5x 10x 12x 15x 18x 20x Daily Mylan Source: from /13 Perrigo Jun-14 Bloomberg Blended Perrigo x 02-Jan-2014 Perrigo Nov-14 Blended P/Eand 18Multiple Apr-15 xP/E IBES to Blended 02-Apr-2015 estimates Over16Time x as of 02-Apr-2015
Slide 13: Agenda
•A Creating NoCompelling Clear Sustainable Pathway OfferforGrowth Teva’s Hostile and Value Strategy with Perrigo
Slide 14: Mylan's Offer for Perrigo
•Mylan’s $75 inthe Legally Expected Mylan Offer Once fully cash has Compelling binding Mylan tomade values plus maintain under shareholder 2.3 a Perrigo “hell Offer Mylan investment Irish orfor with high shares Takeover vote Perrigo awater” takeover grade isfor completed, Rules each commitment statu
Slide 15: How Perrigo Offer Compares to Precedent Transactions
How Perrigo …But $73 (USD Pric 6-Apr S 5-Feb-15 Mylan 17-Nov-14 6-May-14 Implied Source: 1 2 earnings Scenarios JP 3 ize The Enterprise JPM Morgan, Announced eLTM Does information $63 )7-Apr the assumes Share $68 Claims Bloomberg, Total Perrigo Deal 2014A or Pfizer in Market Date Bayer the Actavis e
Slide 16: Process and timeline of the offer
Process 50%+1 •Tender 1 16After Mylan Regulatory Customary Ownership receiving offer majority to shareholder Completion closing conditions clearance calculated vote Mylan expected vote required, process for using shareholder expected an 490.03mm in offer is with October/November already ingoverned a
Slide 17: Agenda
•A Creating NoCompelling Clear Sustainable Pathway OfferforGrowth Teva’s Hostile and Value Strategy with Perrigo
Slide 18: Teva's hostile strategy lacks growth and portfolio fit
A Teva High Portfolio Product Divestitures Technologies Customers Growth Ø Cost Key Major No 1 +degree new 1growth synergies +=business Mylan 1.5 business Offers Massive, ofNo drivers overlap Combination new provide disruption nomodel solution including platform for in short-term both both coming th
Slide 19: No clear path for Teva's hostile offer
NoOwnership Critical Board, Mylan Can process Chairman from Does In 1 19 sum, Clear Teva Teva, Teva without management, Question prohibits 4.61% Path fully gain control call can have since calculated aappoint for 95% ownership acquire avote? afull Teva Teva Answer Mylan’s clear Teva’s ownership? acq
Slide 20: Appendix
Appendix
Slide 21: Reconciliation of GAAP to adjusted metrics
45) Reconciliation (Unaudited; 2014 Tax $129 $(21) $10 $116 $161 $121 $41 (31) (273) (253) (198) (216) (260) (432) GAAP $160 $252 $263 $314 $377 $381 $473 Restructuring $(15) 1 A $4 $(5) $— $(2) $(3) $(4) $539 $840 $970 $1,208 $1,466 $1,523 $1,893 Preferred Less: (160) (252) (263) (314) (377) (381)