Viatris Inc. · NASDAQ:VTRS
Viatris — Mylan — Merger or Acquisition (February 2016)
48 slides from Viatris's merger presentation, Feb 10, 2016
Slide 1: Mylan Acquisition of Meda & 2015 Financial Results
Mylan Acquisition of Meda & 2015 Financial Results Feb. 10, 2016
Slide 2: Forward Looking Statement
FORWARD LOOKING STATEMENT This communication contains “forward-looking statements.” Such forward-looking statements may include, without limitation, statements about the proposed acquisition of Meda AB (publ.) (“Meda”) by Mylan N.V. (“Mylan” or the “Company”) (the “Proposed Transaction”), Mylan’s re
Slide 3: Additional Information
ADDITIONAL INFORMATION In connection with the Offer, an offer document will be filed with the SFSA and published by Mylan upon approval by the SFSA. In addition, Mylan expects to file certain materials with the SEC, including, among other materials, a Registration Statement on Form S-4. Mylan also e
Slide 4: Non-GAAP financial measures
Non-GAAP financial measures This communication includes the presentation and discussion of certain financial information that differs from what is reported under GAAP. These non-GAAP financial measures, including, but not limited to, adjusted total revenues, adjusted diluted earnings per share (“adj
Slide 5: Agenda
Agenda 2 Mylan 2015 Q4 and FY Financial Results Meda Transaction 3 2016 Financial Guidance 1 4 Q&A
Slide 6: Mylan + Meda: Strategic Rationale
Mylan + Meda: Strategic Rationale Further diversifies and de-risks Mylan’s global portfolio mix by strengthening branded platform, and creates ~$1 billion business in attractive OTC market Establishes leadership across all commercial channels in Europe; strengthens U.S. specialty business; and provi
Slide 7: Mylan 2015 Q4 & YE Financial Results
Mylan 2015 Q4 & YE Financial Results
Slide 8: 2015 Highlights
2015 Highlights Mylan delivered exceptional 2015 performance while executing against our long-term growth drivers 28% year-over-year constant currency adjusted total revenues growth Actual adjusted total revenues absorbed foreign exchange headwinds of $0.4 billion 21% year-over-year adjusted diluted
Slide 9: 2016 Financial Guidance
2016 Financial Guidance 16%* revenue growth 16%* adjusted diluted EPS growth 2016 revenue expected to be between $10.5 billion and $11.5 billion 2016 adjusted diluted EPS expected to be between $4.85 and $5.15 *Year-over-year growth is based off of the midpoint of 2016 guidance ranges. Note that 201
Slide 10: FY 2015 Revenue Growth by Segment
FY 2015 Revenue Growth by Segment Adjusted Revenues* *Total Mylan growth reflects the year-over-year comparison of total adjusted revenues. Segment and region growth reflects the year-over-year comparison of adjusted third-party net sales. All growth rates are stated on a constant currency basis. Ad
Slide 11: Q4 and FY 2015 Financial Highlights
Q4 and FY 2015 Financial Highlights $ millions, except EPS Q4 2015 Q-o-Q Growth FY 2015 Y-o-Y Growth Total Revenues* $2,491 24% (cc)** $9,446 28% (cc)** Gross Margin* 56% +200 bps 56% +400 bps R&D as % of Revenue* 6.3% (80) bps 6.9% (40) bps SG&A as % of Revenue* 20.0% +230 bps 20.2% +90 bps EBITDA*
Slide 12: Better health for a better world
Better health for a better world
Slide 13: Meda: Highly Attractive and Unique Asset with Strong Strategic Fit
U.S. 2015 Meda Revenue Split Emerging Markets Europe OTC Other Rx 2% Other By Region By Segment Meda: Highly Attractive and Unique Asset with Strong Strategic Fit Meda AB is a leading international specialty pharma company with a broad product portfolio of Rx, Gx and OTC products sold in ~150 countr
Slide 14: Further Diversifies and Strengthens Mylan's Business
Further Diversifies and Strengthens Mylan’s Business Combined company will have an attractive and diverse portfolio of >2,000 branded, generic and OTC products Expands Mylan’s branded portfolio in all regions in existing and new therapeutic areas Provides strong position into attractive OTC market,
Slide 15: Enhances Critical Mass in Key Franchises
Enhances Critical Mass in Key Franchises Nearly 50% of Meda’s revenues derive from Allergy/Respiratory, Dermatology and Pain products, which are highly complementary to Mylan Mylan expects that the combined company will have approximately six $1 billion therapeutic franchises at close, including Res
Slide 16: Creates Attractive Portfolios of Rx, Gx and OTC Products
Creates Attractive Portfolios of Rx, Gx and OTC Products Attractive portfolios across therapeutic categories offering greater opportunities to maximize combined portfolio and drive growth Well-positioned for future high-value launches, e.g. generic Advair, Revefencin, biosimilars Combined business w
Slide 17: Creates ~$1 Billion Global OTC Business
Creates ~$1 Billion Global OTC Business Established OTC presence in Europe, and platform for growth in the U.S. and emerging markets Well-established and differentiated brands including: Meda portfolio is exclusively branded OTC; no private label Opportunities to leverage portfolio and expertise in
Slide 18: Provides Mylan with Expansion into New Countries
Provides Mylan with Expansion into 16 New Countries Significantly enhances Mylan’s commercial platform and capabilities Combined company will sell into more than 165 countries and territories around the world, with a direct commercial presence in ~60 markets and combined salesforce of ~5,900 Opportu
Slide 19: Apply Mylan Global Manufacturing and Supply Chain Platform to Meda
Opportunity to Apply Mylan Best-in-Class Global Manufacturing and Supply Chain Platform to Meda Ability and agility to respond to large and small volume orders with short lead times Manufacturing & Supply Capabilities Serving Market Needs ~50 internal manufacturing sites (including 10 API sites) plu
Slide 20: Creates European Leader, Leveraging Respective Strengths
Creates European Leader, Leveraging Respective Strengths ~$3.8 billion1 in 2015 pro forma revenues from Europe Builds on EPD asset to create stronger platform that can maximize market opportunities and weather inherent market challenges Consolidates EpiPen® Auto-Injector and provides greater opportu
Slide 21: Accelerates Growth in Emerging Markets
Accelerates Growth in Emerging Markets and Establishes Presence in Attractive New Markets ~$1.5 billion1 in 2015 pro forma revenues from emerging markets Provides Mylan entry to China, Russia, Southeast Asia, Turkey, Mexico and parts of Middle East Meda has strong history in China; business est. in
Slide 22: Strengthens Ability to Deliver for Customers
Gx Rx OTC Physicians Retail & Pharmacy Wholesalers Governments Institutions Strengthens Ability to Deliver for Customers Quality Differentiated Technologies Supply Reliability Broad Product Offering Service Excellence Operational Leverage Potential to distribute portfolio across customer channels—se
Slide 23: Offer Overview
Offer Overview Structured as a recommended public offer to the shareholders of Meda to tender their shares to Mylan At announcement, offer value equal to SEK 165 per Meda share (80% in cash and 20% in Mylan ordinary shares)1 At announcement, total value of $9.9 billion, including assumption of net d
Slide 24: Financially Compelling Transaction
Financially Compelling Transaction Combined 2015 revenues of approximately $11.8 billion1 and adjusted EBITDA of $3.8 billion1 in year one Expected to be immediately accretive to Mylan earnings, with accretion increasing significantly after first full year (2017) as synergies are realized. Creates o
Slide 25: Delivers Immediate and Significant Accretion to Shareholders
Delivers Immediate and Significant Accretion to Shareholders Creates opportunity to accelerate achievement of $6.00 in adjusted diluted EPS target to 2017 vs. 20182 Mylan Adjusted Diluted EPS ’15-’17E CAGR: +18% Adjusted diluted EPS is a non-GAAP financial measure. 2016 figure represents the midpoin
Slide 26: Compelling Value for Mylan Shareholders
Compelling Value for Mylan Shareholders LTM Synergized Multiple of 8.9x Multiple in-line with relevant market precedents for a scarce, high quality asset Assumes current USD/ SEK exchange rate of 0.119 as of Feb. 9, 2016. Reflects Meda’s 2015 EBITDA, excluding non-recurring effects. Assumes December
Slide 27: Strong Financial Profile Post Completion
Strong Financial Profile Post Completion Pro forma leverage at close is expected to be approximately 3.8x debt-to-adjusted EBITDA Significant free cash flows generated by the combined company will allow for rapid deleveraging Highly leverageable infrastructure Competitive global tax structure Able t
Slide 28: Mylan 2016 Financial Guidance
Mylan 2016 Financial Guidance
Slide 29: 2016 Financial Guidance
2016 Financial Guidance $ millions, except EPS 2016 Guidance Y-o-Y Growth Total Revenues $10,500-$11,500 16% Gross Margin* 55%-57% +40 bps R&D as % of Revenue* 6%-7% (40) bps SG&A as % of Revenue* 19%-21% (20) bps EBITDA* $3,500-$4,000 25% Net Earnings* $2,525-$2,725 23% Diluted EPS* $4.85-$5.15 16%
Slide 30: 2016 Guidance: Operational Leverage
2016 Guidance: Operational Leverage Total Revenues 2015 Actuals 2016 Guidance Adjusted Gross Margin Adjusted R&D % of Total Revenues** Adjusted SG&A % of Total Revenues** Adjusted EBITDA Margin Adjusted Diluted EPS *Adjusted gross margin, adjusted R&D % of adjusted total revenues, adjusted SG&A % of
Slide 31: Bridge to 2016: Revenue Guidance
Bridge to 2016: Revenue Guidance Unfavorable $ in millions Favorable 2015 Actual* Price Erosion $10,500 - $11,500 New Business 2016 New Product Launches Generics: ~20% Specialty: ~8% Segment Growth (ex-Meda) Includes the Q4 2016 impact of Meda and the FY 2016 impacts of the Q1 2015 EPD and Q4 2015 F
Slide 32: Bridge to 2016: Adjusted Diluted EPS Guidance
Bridge to 2016: Adjusted Diluted EPS Guidance * Calculated using midpoint of 2016 adjusted diluted EPS guidance Adjusted diluted EPS is a non-GAAP financial measure. Please see the Appendix for a reconciliation of such non-GAAP financial measure to the most directly comparable GAAP financial measure
Slide 33: Mylan's Proven Track Record as an Acquirer
$0.80 $1.30 $1.61 $2.04 $2.59 $2.89 $3.56 $4.30 $5.00* Mylan’s Proven Track Record as an Acquirer Generics and specialty pharmaceutical business Non-US developed markets specialty and branded generics business 2007 2010 2013 2015 2008-2016 adjusted diluted EPS Growth = 26% CAGR Adjusted Diluted EPS
Slide 34: (ili]Mylan
(ili]Mylan Seeing is believing
Slide 35: il/Mylan
il/Mylan is be belevng
Slide 36: Reconciliation of Non-GAAP Metrics: Impact of Shares Issued in EPD Transaction
Reconciliation of Non-GAAP Metrics Impact of Shares Issued in EPD Transaction GAAP requires that EPS be calculated for each individual period based on average shares outstanding for the period (both quarter-to-date and year-to-date). The issuance of shares to Abbott in the first quarter of 2015 impa
Slide 37: Reconciliation of Non-GAAP Metrics
Reconciliation of Non-GAAP Metrics (Unaudited; USD in millions, except per share amounts) Three Months Ended December 31, Three Months Ended December 31, Year Ended December 31, Year Ended December 31, 2015 2015 2014 2014 2015 2015 2014 2014 GAAP net earnings attributable to Mylan N.V. and GAAP dilu
Slide 38: Reconciliation of Non-GAAP Metrics
Reconciliation of Non-GAAP Metrics Below is a reconciliation of GAAP net earnings attributable to Mylan N.V. and GAAP diluted EPS to adjusted net earnings attributable to Mylan N.V. and adjusted diluted EPS for each of the four quarters of 2015 (in millions, except per share amounts): Adjustment for
Slide 39: Reconciliation of Non-GAAP Metrics
Reconciliation of Non-GAAP Metrics (Unaudited; USD in millions) Three Months Ended Three Months Ended Year Ended Year Ended December 31, December 31, December 31, December 31, 2015 2015 2014 2014 2015 2015 2014 2014 GAAP net earnings attributable to Mylan N.V. $ 194.6 $ 189.2 $ 847.6 $ 929.4 Add adj
Slide 40: Summary of Adjusted Total Revenues by Segment
Summary of Adjusted Total Revenues by Segment (Unaudited; USD in millions) Three Months Ended Three Months Ended Year Ended Year Ended Three Months Ended Year Ended December 31, December 31, December 31, December 31, Percent Change Percent Change 2015 2015 2014 2014 2015 2015 2014 2014 Actual Consta
Slide 41: Reconciliation of Non-GAAP Metrics
Reconciliation of Non-GAAP Metrics (Unaudited; USD in millions) Three Months Ended Three Months Ended Year Ended Year Ended December 31, December 31, December 31, December 31, 2015 2015 2014 2014 2015 2015 2014 2014 GAAP third party net sales from Europe $ 616.4 $ 373.4 $ 2,205.6 $ 1,476.8 Add: Acqu
Slide 42: Reconciliation of Non-GAAP Metrics
Reconciliation of Non-GAAP Metrics (Unaudited; USD in millions) Three Months Ended Three Months Ended Year Ended Year Ended December 31, December 31, December 31, December 31, 2015 2015 2014 2014 2015 2015 2014 2014 GAAP cost of sales $ 1,428.1 $ 1,113.7 $ 5,213.2 $ 4,191.6 Deduct: Purchase accounti
Slide 43: Reconciliation of Non-GAAP Metrics
Reconciliation of Non-GAAP Metrics (Unaudited; USD in millions) Three Months Ended Three Months Ended Year Ended Year Ended December 31, December 31, December 31, December 31, 2015 2015 2014 2014 2015 2015 2014 2014 GAAP pre-tax income $ 218.3 $ 272.4 $ 915.4 $ 974.5 Pre-tax loss related to the clea
Slide 44: Reconciliation of Non-GAAP Metrics
Reconciliation of Non-GAAP Metrics Below is a reconciliation of GAAP net earnings attributable to Mylan N.V. and GAAP diluted EPS to adjusted net earnings attributable to Mylan N.V. and adjusted diluted EPS for the years ended December 31, 2013, 2012 and 2011 (in millions, except per share amounts):
Slide 45: Reconciliation of Non-GAAP Metrics
Reconciliation of Non-GAAP Metrics Below is a reconciliation of GAAP net earnings attributable to Mylan N.V. and GAAP diluted EPS to adjusted net earnings attributable to Mylan N.V. and adjusted diluted EPS for the years ended December 31, 2010, 2009 and 2008 (in millions, except per share amounts):
Slide 46: Reconciliation of 2016 Forecasted Guidance
Reconciliation of 2016 Forecasted Guidance The reconciliations below are based on management's estimate of adjusted net earnings and adjusted diluted EPS, adjusted EBITDA and adjusted cash provided by operating activities for the twelve months ending December 31, 2016. Mylan expects certain known GA
Slide 47: Reconciliation of 2016 Forecasted Guidance
Reconciliation of 2016 Forecasted Guidance Reconciliation of forecasted net earnings to adjusted EBITDA Twelve Months Ended December 31, 2016 Twelve Months Ended December 31, 2016 Lower Lower Upper Upper GAAP net earnings $ 1,235 $ 1,290 Add adjustments: Net contribution attributable to the noncontr
Slide 48: il/Mylan
il/Mylan is be belevng