Merck & Company, Inc. · NYSE:MRK
Merck & — Merger or Acquisition (September 2021)
23 slides from Merck &'s merger presentation, Sep 30, 2021
Slide 1: Acquisition of Acceleron Pharma
Acquisition of Acceleron Pharma September 30, 2021
Slide 2: Agenda
Confidential Agenda • Strategic Rationale | Rob Davis, Chief Executive Officer • Scientific Overview | Dr. Dean Li, President, Merck Research Labs (MRL) • Clinical Profile | Dr. Roy Baynes, SVP and Chief Medical Officer, MRL • Commercial Opportunities | Frank Clyburn, President, Merck Human Health •
Slide 3: Important Information About the Tender Offer
Confidential Important Information About the Tender Offer The tender offer described in this presentation has not yet commenced. This presentation is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of the common stock of Acceleron
Slide 4: Forward-looking statement of Merck & Co., Inc.
Confidential Forward-looking statement of Merck & Co., Inc., Kenilworth, N.J., USA This presentation of Merck & Co., Inc., Kenilworth, N.J., USA (the “company”) includes statements that are not statements of historical fact, or “forward- looking statements,” including with respect to the company’s p
Slide 5: Rob Davis
Rob Davis Chief Executive Officer
Slide 6: Acceleron acquisition provides a compelling scientific innovation and potential long-term growth driver in sotatercept
Confidential Acceleron acquisition provides a compelling scientific innovation and potential long-term growth driver in sotatercept Potentially transformational, first-in-class, late-stage asset, in a disease area, well known to Merck, with significant unmet need A potentially foundational pulmonary
Slide 7: Dr. Dean Li
Dr. Dean Li President, Merck Research Labs
Slide 8: Significant unmet need exists for PAH patients; sotatercept's novel mechanism
Confidential Significant unmet need exists for PAH patients; sotatercept’s novel mechanism has the potential to address the underlying disease PAH Patient Survival By New York Heart Approved PAH treatments target Association (NYHA) Functional Class symptoms by dilating blood vessels Endothelin recep
Slide 9: Sotatercept has the potential to be a foundational agent across other forms of pulmonary hypertension
Confidential Sotatercept has the potential to be a foundational agent across other forms of pulmonary hypertension with unmet patient need Group I Group II WHO PH Group Pulmonary Arterial Left Heart Disease Hypertension Ongoing Clinical Trials Estimated Patient ~70K >50K Population1 patients patient
Slide 10: Dr. Roy Baynes
Dr. Roy Baynes SVP and Chief Medical Officer, Merck Research Labs
Slide 11: Sotatercept is a potential first-in-class activin receptor type IIA fusion protein
Confidential Sotatercept is a potential first-in-class activin receptor type IIA fusion protein Signal imbalance leading to PAH Sotatercept rebalancing proliferative signals ActRIIA / IgG1 Fc recombinant fusion protein Modified extracellular domain of ActRIIA Human IgG1 Fc domain • Genetic and precl
Slide 12: Sotatercept achieved compelling phase 2 clinical efficacy enhanced or maintained up to 48 weeks
Confidential Sotatercept achieved compelling phase 2 clinical efficacy that was enhanced or maintained for up to 48 weeks PULSAR: Phase 2 Topline Data (Jun 2020) PULSAR Open Label Extension OLE 48 Week Interim Results* (May 2021) Week 24 (receiving sotatercept during placebo-controlled period) Week
Slide 13: Robust development program with opportunities to expand patient impact
Confidential Robust development program with opportunities to expand patient impact as add-on to existing standard of care Development Enrolling Enrolling Planning Planning Stage Phase 3 Phase 3 Phase 3 Phase 2 Intent1 Registration Label Extension Label Extension Label Extension PAH Class II or III
Slide 14: Acquisition also includes royalties from Reblozyl and an innovative early-stage research pipeline
Confidential Acquisition also includes royalties from Reblozyl and an innovative early-stage research pipeline Early-Stage Pipeline TGF-β Research • First-in-class (activin receptor type IIB) erythroid 18+ years of extensive experience in protein maturation agent engineering research targeted to the
Slide 15: Frank Clyburn
Frank Clyburn President, Merck Human Health
Slide 16: PAH is a rare, rapidly progressive and fatal disease
Confidential Significant unmet need remains in PAH • In PAH, 7-year mortality is 50% despite advances in treatment and use of combination therapy • PAH can be a hugely devastating disease with PAH is a rare, adverse impacts on all aspects of life: physical, social and emotional rapidly progressive •
Slide 17: Sotatercept has the potential to be a foundational therapy in PAH
Confidential Sotatercept has the potential to be a foundational therapy in PAH Sotatercept differentiators Strategic fit within Merck First PAH drug to be granted Supported by a robust clinical Breakthrough Therapy development program across a Designation by FDA or PRIME Sotatercept is a broad range
Slide 18: Sotatercept represents a potentially meaningful, durable commercial opportunity for Merck
Confidential Sotatercept represents a potentially meaningful, durable commercial opportunity for Merck PAH Market Opportunity Sotatercept Opportunity • PAH market was ~$5.7 billion in 2019 and • Multi-billion dollar peak sales potential with expected to increase to ~$7.5 billion by 20261 expected la
Slide 19: Sotatercept is highly complementary to and strengthens our existing cardiovascular portfolio and pipeline
Confidential Sotatercept is highly complementary to and strengthens our existing cardiovascular portfolio and pipeline Heart Failure Pulmonary Hypertension Anti-coagulants sotatercept MK-5475 MK-2060 Status Approved Approved Phase 3 Phase 2/3 Phase 2 Activin receptor Mechanism Oral sGC Oral sGC Inha
Slide 20: Caroline Litchfield
Caroline Litchfield Chief Financial Officer
Slide 21: Financial overview of the Acceleron acquisition
Confidential Financial overview of the Acceleron acquisition Financial Summary Transaction details • Merck will acquire all outstanding shares of Acceleron for a purchase price of $180 per share • Total transaction value of ~$11.5 billion (~$10.9 billion net of cash), all cash • Transaction expected
Slide 22: Q&A
Confidential Q&A To ask a question on the operator-assisted audio line, press *1. Note: be sure to mute your computer speakers if you are listening to the audio webcast. 22
Slide 23: Acceleron acquisition summary
Confidential Acceleron acquisition summary • Sotatercept is a potential foundational, first-in-class agent (non-vasodilator) with promising preclinical and clinical efficacy in PAH • First PAH drug to receive Breakthrough Therapy Designation by FDA or PRIME Sotatercept designation for priority medic