Aerie Pharmaceuticals — Merger or Acquisition (August 2022)
30 slides from Aerie Pharmaceuticals's merger presentation, Aug 23, 2022
Slide 1: Discussion Outline/FAQ
August 23, 2022 Discussion Outline/FAQ
Slide 2: Disclaimer
Disclaimer This presentation contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expe
Slide 3: What was announced last night, August 22, 2022?
What was announced last night, August 22, 2022? Last night, Aerie Pharmaceuticals announced that it has entered into a definitive Agreement and Plan of Merger (the “merger agreement”) pursuant to which Aerie will be acquired by Alcon in an all-cash transaction. Both Boards have approved the deal. Wh
Slide 4: What is the value of the transaction?
What is the value of the transaction? The equity value is $770 million based on the $15.25/share offer price. This includes all outstanding RSAs and RSUs and all outstanding in-the-money Stock Options and SARs cashed out at the in-the-money value. All unvested awards are accelerated The enterprise v
Slide 5: Who is Alcon?
Who is Alcon ? Corporate Overview Alcon is the world leader in eye care, dedicated to helping people see brilliantly. With our 70-plus-year heritage, we are the largest eye care device company in the world — with complementary businesses in Surgical and Vision Care, Our business is built on a solid
Slide 6: Who is Alcon? 1H 2022 Product mix
Who is Alcon ? 1H 2022 | Product mix’ Alcon Ojaerie Vision Care $1.8B (42%) © ocular health (39%) Surgical $2.6B (58%) Dry eye products Monofocal IOLs Allergy eye drops Advanced technology IOLs Glaucoma eye drops Glaucoma implants Contact lens care $4.4 billion Alcon 1H22 @ Contact lenses (61%) @ Co
Slide 7: Who is Alcon? World Leader in Vision Care
Who is Alcon ? World Leader In Vision Care $8.1B 80% $269B Sales growing eye care device leader _—_Of visual impairment is preventable or Costs of productivity loss associated curable! with vision impairment due to uncorrected myopia and presbyopia! 140+ 100+ 400+ Countries served by over 24,000 Pip
Slide 8: What is the rationale for Aerie to be acquired by Alcon?
What is the rationale for Aerie to be acquired by Alcon? Our Board determined that Alcon’s offer is in the best interest of the Company and shareholders Being part of Alcon increases and strengthens opportunities to access expanded resources and greater capital, contributing to a speedier realizatio
Slide 9: What is the timing of the proposed transaction?
What is the timing of the proposed transaction? The merger agreement was signed on August 22, 2022, and the closing is expected to occur during the fourth quarter of 2022. The transaction is subject to the approval of Aerie’s stockholders, anti-trust clearance by the Federal Trade Commission (“FTC”)
Slide 10: What is the difference between deal signing and deal closing?
What is the difference between deal signing and deal closing? Deal Signing means that both parties, Aerie and Alcon, have signed a definitive merger agreement that reflects the terms of the proposed transaction, the arrangements between the parties for the period between signing and closing, includi
Slide 11: What activities must occur between Deal Signing and Deal Closing?
What activities must occur between Deal Signing and Deal Closing? It is important to note that between Deal Signing and Deal Closing, Aerie and Alcon (”the Parties”) will continue to operate as separate, independent companies subject to the interim operating covenants set forth in the merger agreeme
Slide 12: What will happen to Aerie?
What will happen to Aerie? Upon closing of the transaction, Aerie’s business and operations will be integrated into those of Alcon Alcon’s strong global commercial infrastructure and the build out of its pharma division will be further enhanced by Aerie’s strong U.S. commercial franchise, high poten
Slide 13: Who will manage integration planning?
Who will manage integration planning? Aerie’s management team will collaborate with Alcon during the pre-closing integration planning period to ensure a smooth transition. We will provide more information in the coming weeks. Organization (2 of 2)
Slide 14: What will happen to Aerie's commercial organization?
What will happen to Aerie’s commercial organization? This is a critical time for Aerie and we must maintain the focus and the momentum for patients and support for one another. We are all committed to operating in the ordinary course as an independent legal entity until closing. The transaction is i
Slide 15: What will happen to Aerie's R&D and clinical development programs?
What will happen to Aerie’s R&D and clinical development programs? Following closing, the combined organization is expected to have the financial strength to develop and maximize the potential for AR-15512, AR-1105, AR-14034 and other early development programs leveraging Aerie’s PRINT technology pl
Slide 16: Will we continue to progress COMET-4 preparations?
During this process, will we continue to progress preparations for the initiation of COMET-4? Yes. During this process, will we continue the pre-IND activities for AR-14034? Yes. Programs and Platforms (3 of 3)
Slide 17: What is Alcon's culture like? Will Aerie's culture change?
What is Alcon’s culture like? Will Aerie’s culture change? Like Aerie, Alcon shares common core beliefs: an unwavering commitment to their patients, employees, and stakeholders a passion to deliver innovative treatments to patients in need and ingenuity in execution and a sense of urgency While chan
Slide 18: What should I be doing between now and deal close?
What should I be doing between now and deal close? In general, it will be “business as usual” and both companies remain independent through the closing. Every one of us should continue working toward the corporate and individual goals that we have set for 2022 and beyond. At times, employees may be
Slide 19: Will there be a restructuring or reduction in force?
Will there be a restructuring or reduction in force? We will continue to operate as separate companies until the deal has closed, which is expected to occur in 4th quarter of 2022. As the integration plans materialize, we anticipate that both retention and severance plans will be determined. Employe
Slide 20: How will the acquisition affect compensation, benefits, and planned PTO?
How will the acquisition affect compensation, benefits, and planned PTO? As noted, between deal signing and closing, Aerie and Alcon will continue to operate as separate companies subject to the interim operating covenants set forth in the merger agreement. This means that your current terms of empl
Slide 21: Can employees talk about the proposed business combination publicly?
Can employees talk about the proposed business combination publicly? Employees are free to discuss the transaction using only the publicly available information provided by Aerie. All inquiries about the acquisition from the media or other external parties should be directed to the CEO, CFO and Gene
Slide 22: Can we reach out to our new colleagues at Alcon?
Can we reach out to our new colleagues at Alcon? What if we are contacted by them? Not yet. Until the transaction closes, you should not reach out to employees at Alcon for any reason due to regulatory requirements. For the time being, Alcon is a separate company and we should operate accordingly. I
Slide 23: What should employees tell customers, partners, suppliers and others?
What should employees tell customers, partners, suppliers and others who ask about the transaction? Until the transaction closes, it is important to be clear with customers, partners, suppliers and other third parties that Aerie and Alcon are two separate companies and that their relationships with
Slide 24: How will the acquisition affect employee equity and stock options?
How will the acquisition affect employee equity and stock options? Restricted Stock Awards (“RSAs”): At deal closing, all outstanding (vested and unvested) Aerie RSAs will accelerate and be paid out at the $15.25 cash price per share and cancelled concurrently. Restricted Stock Units (“RSUs”): At de
Slide 25: Stock Options treatment at deal closing
Stock Options: At deal closing, outstanding vested and unvested Aerie stock options will accelerate; the options with exercise prices equal to or less than $15.25 will be paid out in cash equal to the in-the-money value. All options will be cancelled. Equity and Trading Restrictions (2 of 4)
Slide 26: What will happen to the Aerie stock in my 401(k)?
What will happen to the Aerie stock in my 401(k) and company match between now and deal closing? Between now and when the deal closes, your normal 401(k) contributions will continue to be withheld through payroll. Your contributions and the company match will continue to be deposited into your accou
Slide 27: Can I trade in Aerie and Alcon stock?
Can I trade in Aerie and Alcon stock? No Aerie insider should seek to transact in either Aerie securities or Alcon securities without first pre-clearing that activity with Aerie’s General Counsel. Equity and Trading Restrictions (4 of 4)
Slide 28: General Communication
As we enter this period of transition for Aerie, we appreciate that you may have many additional questions. We are committed to keeping you as informed as we can during this process. Please reach out to your line manager with any questions. Also, we will keep this “Frequently Asked Questions” docume
Slide 29: Key Take Aways
Last night, Aerie Pharmaceuticals announced that it has entered into a definitive merger agreement pursuant to which Aerie will be acquired by Alcon in an all-cash transaction for $15.25 per share The transaction is expected to close in the fourth quarter of 2022 Aerie and Alcon will continue to ope
Slide 30: Key Contacts/Resources
General Counsel: Aerie’s General Counsel, John LaRocca, ***@aeriepharma.com HR: Aerie’s VP Human Resources, Wanda Francies, ***@aeriepharma.com Contact for 401(k) questions: Member.Support@MarshMMA.com or Sue Kreiss, ***@aeriepharma.com HR Intranet link: https://aeriepharma.sharepoint.com/sites/Huma
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