Pfizer, Inc. · NYSE:PFE

Pfizer — Merger or Acquisition (July 2019)

33 slides from Pfizer's merger presentation, Jul 29, 2019

  1. Slide 1: A New Champion for Global Health

    Exhibit 99.2 + + A New Champion for Global Health July 29, 2019Exhibit 99.2 + + A New Champion for Global Health July 29, 2019

  2. Slide 2: Safe Harbor Provision

    + Safe Harbor Provision This communication contains “forward-looking statements”. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the proposed t

  3. Slide 3: Safe Harbor Provision: Additional Information

    + Safe Harbor Provision ADDITIONAL INFORMATION This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sa

  4. Slide 4: Executive Commentary

    + Executive Commentary Robert Coury Albert Bourla Chairman, Mylan CEO, Pfizer 4+ Executive Commentary Robert Coury Albert Bourla Chairman, Mylan CEO, Pfizer 4

  5. Slide 5: Transaction Summary

    + Transaction Summary • Mylan and Upjohn combining in a Reverse Morris Trust transaction, expected to be tax- free to Pfizer shareholders Deal • Mylan shareholder vote required; no shareholder vote required for Pfizer Terms • Transaction is subject to customary closing conditions, including receipt

  6. Slide 6: A New Champion for Global Health

    + A New Champion for Global Health + Accelerates shared commitments to expand access to medicine Capable of meeting the world’s diverse therapeutic needs and meeting evolving health needs Leader in treating communicable and non-communicable diseases Good for patients, payors, governments and health

  7. Slide 7: A Powerful Combination

    + A Powerful Combination NewCo Enhanced Global Scale and Unique Footprint in Asia and Strong Footprint in US and Europe Geographic Reach the Emerging Markets Diverse Portfolio Across all Key Sustainable, Diverse and Trusted, Iconic Off-Patent Brands Therapeutic Areas Differentiated Portfolio and Pip

  8. Slide 8: Compelling Financial Profile

    + Compelling Financial Profile Commitment to Solid Investment Grade Profile, Maintaining Strategic Flexibility and Delivering Shareholder Friendly Capital Returns 2020 Pro Forma Outlook $19 - 20bn $7.5 - 8.0bn > $4bn Expected Revenue Expected Annual FCF Expected Adjusted EBITDA with a margin of ~40%

  9. Slide 9: Today's Competitive Landscape

    + Today’s Competitive Landscape Selected Large Cap Pharma The Opportunity Selected Spec Pharma / Generics 1 Global leader $54 with diverse, $49 differentiated and $43 durable product portfolio $24 $23 $19 - $20bn $17 $10 5 $5 $5 $3 $2 2 NewCo 2020E EBITDA %2,4 23% 20% 45% 31% 48% 34% 32% 36% 56% 28%

  10. Slide 10: A Unique Company – No Direct Pharma Peer Set

    A Unique Company – + No Direct Pharma Peer Set Balanced A leader in the Durable EBITDA geographic presence world’s growth markets margin profile Solid investment grade Substantial Enhanced and profile and balance sheet dividend sustainable cash flow 10A Unique Company – + No Direct Pharma Peer Set B

  11. Slide 11: Combination Highlights

    + Combination Highlights Enhanced Global Scale and Geographic Reach Sustainable, Diverse and Differentiated Portfolio and Pipeline Powerful Combination of Best-in-Class Capabilities with World Class Management Team Strong and Sustainable Cash Flows with Attractive Shareholder Returns 11+ Combination

  12. Slide 12: Regionally Balanced Revenue Footprint

    Regionally Balanced Revenue + Footprint 2020E Pro Forma Revenue Mix Outlook by Geography NewCo Emerging Emerging Emerging Developed Developed Developed Markets Markets Markets Markets Markets Markets ~15% ~15% (NA & EU) ~15% (NA & EU) (NA & EU) ~30% ~75% ~55% Asia Pacific ~10% Asia Pacific ~30% Asia

  13. Slide 13: Diversification Across Product Categories

    Diversification Across Product + Categories 2020E Pro Forma Revenue Mix Outlook by Product Type NewCo Biologics Biologics US Gx 4% 6% 7% OTC 6% US Gx US Gx OTC 15% 9% 20% Ex-US Gx 19% Rx 33% Ex-US Gx Rx 32% 56% Rx 93% Sustainable, Diverse And Differentiated Portfolio Note: Rx = Brands; Gx = Generics

  14. Slide 14: NewCo's Geographic Opportunities

    + NewCo’s Geographic Opportunities 2020E Pro Forma Revenue Mix Outlook by Geography Asia Pacific Emerging Markets Developed Markets (NA & EU) (~30%) (~15%) (~55%) 1 API 10% Other Other 20% 2 ARV 25% Other United 25% China 40% Majority is Sub- States 40% Saharan Africa 45% 4 EU5 Japan 3 35% BRIMT 35%

  15. Slide 15: Strong Diversified Pipeline

    + Strong Diversified Pipeline 1 Notable Approvals Notable Pipeline (RLD ) 2 Mesalamine OSD (Canasa) Sterile products (Copaxone) Topicals/ 3 (Suboxone) (Estrace) TDS Biosimilars and (Neulasta) Insulins (Lantus) (Herceptin) Respiratory Targeting ~$3bn in New Revenue from Products Expected to Launch by

  16. Slide 16: Combination Highlights

    + Combination Highlights Enhanced Global Scale and Geographic Reach Sustainable, Diverse and Differentiated Portfolio and Pipeline Powerful Combination of Best-in-Class Capabilities with World Class Management Team Strong and Sustainable Cash Flows with Attractive Shareholder Returns 16+ Combination

  17. Slide 17: Powerful Commercial Presence Drives Global Growth

    Powerful Commercial Presence + Drives Global Growth Extensive Commercial Reach and Leading Position in Key Growth Markets 165+ ~3,000 Combined Talent from Both Companies Countries Brands and Served Molecules Strong Platform and Partnership Network Protect Brand Value and Maximize Pipeline Potential

  18. Slide 18: Best-in-class Manufacturing and Supply Network

    Best-in-class Manufacturing + and Supply Network Complex Doses OSD Injectable API Countries Dosage Produced 25 7 8 11 >80bn 165+ Sites Sites Sites Served Form Sites Annually Manufacturing Site Locations Troisdorf, Germany Galway, Ireland Little Island, Dublin, Ireland (3) Ireland Warsaw, Poland St.

  19. Slide 19: Combination Highlights

    + Combination Highlights Enhanced Global Scale and Geographic Reach Sustainable, Diverse and Differentiated Portfolio and Pipeline Powerful Combination of Best-in-Class Capabilities with World Class Management Team Strong and Sustainable Cash Flows with Attractive Shareholder Returns 19+ Combination

  20. Slide 20: Revenue and EBITDA Contributions

    + Revenue and EBITDA Contributions $ in billions Expected Pro Forma 2020 Revenue Expected Pro Forma 2020 Adjusted EBITDA $7.5 - 8 $19 - 20 ~$0.25 $7.5 - 8.0 $3.8 - 4.1 $12 - 12.5 $3.5 - 3.7 NewCo NewCo Synergies Note: 2020 Pro Forma Outlook reflects Lyrica US LOE and China Volume Based Procurement 2

  21. Slide 21: Significant Operational Efficiencies

    + Significant Operational Efficiencies Estimated Annual Cost ~$1,000 Savings Post-Close ($mm) ~$750 ~$500 ~$250 Year 1 Year 2 Year 3 Year 4 Significant Cost Synergies of at Least $1bn Annually Anticipated by 2023 Expected to Further Enhance Existing Combined EBITDA and Cash Flows 21+ Significant Ope

  22. Slide 22: Financial Outlook

    + Financial Outlook 2020 Pro Forma Outlook Forward Commentary Near-term: Modest revenue growth as organic volume growth is offset by Moderate Growth $19 – pricing pressure in the Mid to 20bn Long Term Longer-term: Accelerating pipeline Expected delivery to drive moderate growth Revenue ~40% EBITDA N

  23. Slide 23: Financial Outlook (Cont'd)

    + Financial Outlook (Cont’d) Other Forward Commentary Targets Near-term: Significant cash flows support repayment of Targeted by the ≤ 2.5x scheduled 2020-21 debt maturities End of 2021 Gross Leverage Long-term: Continue to target Target leverage ≤ 2.5x Near-term: Initiate dividend 1st Potential for

  24. Slide 24: Key Takeaways

    + Key Takeaways Enhanced Global Scale and Geographic Reach Sustainable, Diverse and Differentiated Portfolio and Pipeline Powerful Combination of Best-in-Class Capabilities Strong and Sustainable Cash Flows with Attractive Shareholder Returns Relentless Focus on Total Shareholder Returns 24+ Key Tak

  25. Slide 25: Mylan Q2 2019 Earnings

    Mylan Q2 2019 EARNINGS July 29, 2019 Q2 2019 Earnings – All Results are UnauditedMylan Q2 2019 EARNINGS July 29, 2019 Q2 2019 Earnings – All Results are Unaudited

  26. Slide 26: Forward-Looking Statements

    Forward-Looking Statements This presentation contains forward-looking statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, our 2019 financial guidance and

  27. Slide 27: Q2 2019 Financial Highlights

    Q2 2019 Financial Highlights ($ in millions, except for EPS, Adjusted EPS and percentages) Q2 2019 Q2 2018 Change Total Revenues $2,851.5 $2,808.3 +2% U.S. GAAP Gross Margins 32.7% 34.3% (160 bps) Adjusted Gross Margins* 53.8% 53.3% +50 bps U.S. GAAP R&D as % of Total Revenues 5.2% 7.4% (220 bps) Ad

  28. Slide 28: Q2 2019 Segment Performance

    Q2 2019 Segment Performance ($ in millions) Net Sales Segment Profitability* Net Sales TM TM TM + New Product Sales, including Fulphila and Wixela Inhub $457.9 $375.4 − Lower Volumes of Existing Products, Primarily Driven by Changes $1,023.4 $1,000.8 North in the Competitive Environment (1) (1) − Lo

  29. Slide 29: 2019 Financial Guidance Reaffirmed

    2019 Financial Guidance Reaffirmed Mylan is not providing forward looking guidance for U.S. GAAP reported financial measures or a quantitative reconciliation of forward- looking non-GAAP financial measures. Please see the appendix for additional information. Total Revenues $11.5 – $12.5B On Track to

  30. Slide 30: Comments by Pfizer on RemainCo

    + Comments by Pfizer on RemainCo+ Comments by Pfizer on RemainCo

  31. Slide 31: Innovation-Focused Leader Following Closing

    + Innovation-Focused Leader Following Closing Pfizer Maintains Significant Financial Strength With Potential for Enhanced Growth Off of a Smaller Base Mid 30s% ~$40 bn $11 – 12bn Expected 2020 Revenue Expected Income Anticipated Operating base Before Taxes (IBT) Cash Flow first full year Margin post

  32. Slide 32: Questions & Answers

    + + A New Champion for Global Health Questions & Answers+ + A New Champion for Global Health Questions & Answers

  33. Slide 33: + 33+

    + 33+ 33

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