Viatris Inc. · NASDAQ:VTRS
Viatris — Mylan — Merger or Acquisition (July 2015)
39 slides from Viatris's merger presentation, Jul 6, 2015
Slide 1: Israel Investors Conference
Filed by TevaPharmaceutical 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: MylanN.V. Commission File No.: 333-199861 Israel Investors Conference
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: Agenda
4 Agenda 1 Teva’sBusiness Transformation 2 Teva and Mylan a Transaction Overview b Clear and Compelling Strategic Rationale c Pathway to Completion d Clearly Superior Alternative to a Mylan / Perrigo Combination e Conclusion and Next steps
Slide 5: Significant Achievements on All 2014 "Must Wins"
5 Significant Achievements on All 2014 “Must Wins” Teva is well on its way to create a new future for the company by targeting a unique space in the industry, building on its strong capabilities in generics and specialty and the intersection between the two Creating a New Generics: – Solid 2014 perf
Slide 6: Solidified Base Manifested in Strong Performance in 2014 & 2015
6 Solidified Base Manifested in Strong Performance in 2014 & 2015 Strong results despite currency head wind 2013 2014 % YoY 2015E Q12015 % QoQ Revenues $20,314 $20,272 - $19.0B-19.4B $4,982 - $m Operating $5,198 $5,732 $1,533 Income +10% $5.7B-5.9B +11% 25.6% 28.3% 30.8% $m EPS $5.01 $5.07 +1% $5.05
Slide 7: Clear Pathway to EPS Growth: Teva's Four Levers of Growth
ClearPathwayto EPSGrowth:Teva’sFourLeversof 7 Growth ILLUSTRATIVE EPS ($) Generics Cost Reduction Existing Specialty Specialty Pipeline Deliver on the Promise in our Specialty Pipeline 5.00 4 Manage the Life Cycle of Key Specialty Products 3 2 Execute our Cost Reduction Program 1 Profitable Growth i
Slide 8: Continued Growth and Improvement in Generics
8 Continued Growth and Improvement in Generics Continue to improve Execution of growth Clear strategy operating profitability market strategy for OTC More focus on key markets Sales force effectiveness and portfolio management in key markets 50% 45.2% 43.5% 43.3% 46% 41.3% 40% 30% 21.9% 27% 20.2% 19
Slide 9: Strong Track Record of Driving Cost Savings
9 Strong Track Record of Driving Cost Savings ($ in millions, rounded) 2014-2016 2014A 2015E 2016E With 2013 Cumulative Gross Cost (1,000) (650) (400) (2,050) (2,450) Savings Reinvestment in 400 100 200 700 1,600 Additional Activities Net Spend (600) (500) (250) (1,350) (850) Reduction
Slide 10: Strengthening Our Specialty Business
10 Strengthening Our Specialty Business Maintaining the Copaxone® Franchise 40mg Success 40 mg 3x a week already at 69% conversion rate; became MS leading therapy in one year post launch A full launch plan in EU and ROI. Israel 80%– conversion IP Protection Teva has three Orange Book patents that ex
Slide 11: Multiple Specialty Product Launches in 2014 and 2015
11 Multiple Specialty Product Launches in 2014 and 2015 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Hydrocodone ER AD SelectEuropean markets,Mexico,TurkeyandAustralia(1) 40 mg/ml Cumulative estimated sales from new specialty product launches of ~$200 million in 2014 and ~$600 million in 2015 (2) 1. Launche
Slide 12: Capitalizing on a Deep and Promising Pipeline
12 Capitalizing on a Deep and Promising Pipeline Phase I Phase II Phase III Registration TV-46763 (abuse deterrent) TEV-48125 (anti CGRP) CEP-33237 ER Hydrocodone Pain Chronic and episodic migraine (abuse det.) U.S.Pain - TV-46139 (abuse deterrent) Zecuity Pain US-Migraine Migraine & Pain Note: Pipe
Slide 13: Analyst commentary following successful phase IIb outcome for TEV-48125
Analyst commentary following successful phase IIb13 outcome for TEV-48125 in Chronic and Episodic Migraine • “The anti-CGRP class could be VERY Large : $8-10B. • Clinical benefit is very meaningful. • Safety data very good thus far • We see Tevataking 30% of the Worldwide CGRP market with peak sales
Slide 14: Capitalizing on a Deep and Promising Pipeline
14 Capitalizing on a Deep and Promising Pipeline Phase I Phase II Phase III Registration TV-46763 (abuse deterrent) TEV-48125 (anti CGRP) SD-809 CEP-33237 ER Hydrocodone Pain Chronic and episodic migraine Tardive dyskinesia (abuse det.) U.S.Pain - TV-46139 (abuse deterrent) Laquinimod Zecuity Laquin
Slide 15: SD-809: Significant Near-Term Commercial Opportunity
15 SD-809: Significant Near-Term Commercial Opportunity Estimated Patient Other Considerations Population (U.S.) Only one approved drug in the U.S.: Tetrabenazine – Only 5% of patients treated – 2014 sales of ~$300m million Huntington’s – Annual price per patient of $80-$85k Disease ~30,000 Patients
Slide 16: Analyst commentary following successful phase IIb outcome of SD-809
Analyst commentary following successful phase IIb 16 outcome of SD-809 in HD, TD “The positive headline data for SD-809 in tardive dyskinesia (obtained via TEVA’s recent acquisition of Auspex) provide further validation of TEVA’s emerging pipeline” Citi, June 16, 2015 “We believe the positive study
Slide 17: Analyst commentary following successful phase IIb outcome of SD-809
Analyst commentary following successful phase IIb 17 outcome of SD-809 in HD, TD “Similar to Huntington’s disease, TD represents an area of significant unmet need with limited treatment options (there are no FDA-approved drugs for TD). Our estimates and target include value for HD but not the larger
Slide 18: Capitalizing on a Deep and Promising Pipeline
18 Capitalizing on a Deep and Promising Pipeline Phase I Phase II Phase III Registration TV-46763 (abuse deterrent) TEV-48125 (anti CGRP) SD-809 CEP-33237 ER Hydrocodone Pain Chronic and episodic migraine Tardive dyskinesia (abuse det.) U.S.Pain - TV-46139 (abuse deterrent) Laquinimod Zecuity Laquin
Slide 19: Capitalizing on a Deep and Promising Pipeline
19 Capitalizing on a Deep and Promising Pipeline Phase I Phase II Phase III Registration TV-46763 (abuse deterrent) TEV-48125 (anti CGRP) SD-809 CEP-33237 ER Hydrocodone Pain Chronic and episodic migraine Tardive dyskinesia (abuse det.) U.S.Pain - TV-46139 (abuse deterrent) Laquinimod Zecuity Laquin
Slide 20: Strengthening our specialty business
20 Strengthening our specialty business In 2019 we expect to generate $5.3 billion in incremental annual risk-adjusted revenues from new specialty product launches (excluding Copxone), that have started in 2014 $B 10.0 LOEs* New Launches Net Sales 5.0 0.0 2014 2015 2016 2017 2018 2019 * Copaxonefami
Slide 21: Teva's business model transformation: Teva2020
21 Teva’s business model transformation Teva2020 New Products & Diagnosis, Operations Networked TA business Prediction, & Quality R&D Model Model Prevention Consumer/ Deploying Patient Driven Markets Innovation Big Data Company Generics Specialty
Slide 22: Our key priorities for business development in 2015
Our key priorities for business development in 22 2015 Targeting Attractive a Unique Pipeline Growth Markets Space In The Assets/ Industry Portfolios Unique Health Complex/Hard Solutions, In-Market or Close to to Produce Technologies, Market Assets Assets or Services Technologies in Core TAs Generic
Slide 23: Mylan Acquisition - Clear and Compelling Strategic Rationale
Mylan Acquisition -Clear and Compelling Strategic 23 Rationale 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 attractiv
Slide 24: Agenda
24 Agenda 1 Teva’sBusinessTransformation 2 Teva and Mylan a Transaction Overview b Clear and Compelling Strategic Rationale c Pathway to Completion d Clearly Superior Alternative to a Mylan / Perrigo Combination e Conclusion and Next steps
Slide 25: Mylan – Proposed Transaction Overview
25 Mylan –Proposed Transaction Overview $82.00 per share Proposed Price and Approximately 50% cash / 50% stock Consideration Implies a total equity value of approximately $43 billion Teva has already spent $1.6 billion to establish a 4.6% ownership interest in Mylan 48.3% premium to the unaffected M
Slide 26: Meaningful and Real Commitment by Teva
26 Meaningful and Real Commitment by Teva Established a meaningful 4.6% (~$1.6 billion) stake in Mylan Progressed antitrust process Teva is fully committed to completing the acquisition of Mylan, and has taken significant steps on many fronts in order to do so
Slide 27: Agenda
27 Agenda 1 Teva’sBusinessTransformation 2 Teva and Mylan a Transaction Overview b Clear and Compelling Strategic Rationale c Pathway to Completion d Clearly Superior Alternative to a Mylan / Perrigo Combination e Conclusion and Next steps
Slide 28: Teva and Mylan's Businesses are Highly Complementary
28 Teva and Mylan’s Businesses are Highly Complementary Teva(1) Mylan (2) Business units: generics, specialty, OTC Business units: generics, specialty Specialty therapeutic areas: CNS, pain, respiratory Specialty therapeutic areas: respiratory / allergy Operates in 100 markets Operates in 145 market
Slide 29: The Strength of the Combined Company
29 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 EBITDA >$10 billion ~$13 billion Opportunities for substantial achievable cost synergies and tax savings are estimated to
Slide 30: Recent Industry Trends Support a Combination
30 Recent Industry Trends Support a Combination Increasingly Fragmented Generics Market Market Share of the Top 3 U.S. Generics Players Top 3 Top 3 43% 35% Other 57% Other 65% 2009 2013 Recent Channel Consolidation 2007 Today Wholesalers Retailers PBMs(1) Key Global Wholesalers Retailers PBMs(1) Dis
Slide 31: Significant Premium to Current and Historic Valuation
31 Significant Premium to Current and Historic Valuation 48.3% premium to the unaffected Mylan stock price of $55.31 on March 10, 2015, after which there was widespreadspeculationof a transactionbetweenTevaandMylan(1) Mylan LTM Price Performance $ per share 3/10/15 48.3% Premium $80 Proposed Price p
Slide 32: Agenda
32 Agenda 1 Teva’sBusiness Transformation 2 Tevaand Mylan a Transaction Overview b Clear and Compelling Strategic Rationale c Pathway to Completion d Clearly Superior Alternative to a Mylan / PerrigoCombination e Conclusion and Next steps
Slide 33: Recap of Mylan Actions to Date
33 Recap of Mylan Actions to Date March 10: April 8: April 27: Market speculation of Mylan Mylanrejects Teva Teva/Mylan transaction June 8: proposes to proposal in letter from June 1: in a Cowen research Courywrites acquire Perrigo Robert Coury Robert Coury report response letter writes letter to to
Slide 34: Pathway to Success
34 Pathway to Success Vote against proposed Perrigo transaction Obtain Board control - Because of Mylan’s unprecedented board control provisions, Teva is confident that a path to Board control can be created by Dutch courts if necessary Obtain all applicable antitrust approvals - Tevahas already fil
Slide 35: Agenda
35 Agenda 1 Teva’sBusiness Transformation 2 Tevaand Mylan a Transaction Overview b Clear and Compelling Strategic Rationale c Pathway to Completion d Clearly Superior Alternative to a Mylan / PerrigoCombination e Conclusion and Next steps
Slide 36: Teva's Offer for Mylan Represents a Superior Alternative to a Mylan / Perrigo Combination
Teva’s Offer for Mylan Represents a Superior 36 Alternative to a Mylan / Perrigo Combination Teva’s Proposal for Mylan Mylan’s Proposal for Perrigo A clear industry leader with a larger global Smaller scale manufacturing footprint and leading positions in key product areas Weakerstrategic fit Strong
Slide 37: Agenda
37 Agenda 1 Teva’sBusiness Transformation 2 Tevaand Mylan a Transaction Overview b Clear and Compelling Strategic Rationale c Pathway to Completion d Clearly Superior Alternative to a Mylan / PerrigoCombination e Conclusion and Next steps
Slide 38: Teva's Offer is the Superior Outcome for Mylan Stockholders
Teva’sOfferis the SuperiorOutcomefor Mylan 38 Stockholders Offer price represents Compelling strategic rationale a 48.3%premium(1) Significant short-term value Meaningful and real commitment creation and large cash from Teva component $2 billion synergies drive attractive Clear pathway to completion
Slide 39: Thank You Q&A
39 Thank You Q&A