Viatris Inc. · NASDAQ:VTRS
Viatris — Mylan — Merger or Acquisition (April 2016)
43 slides from Viatris's merger presentation, Apr 14, 2016
Slide 1: Introduction to Mylan N.V. at Meda AGM
Introduction to Mylan N.V. At Meda AGM April 14, 2016 Filed by Mylan N.V. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Meda AB
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 has filed certain materials with the SEC, including, among other materials, a Registration Statement on Form S-4. Mylan also expects
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 diluted earnings per share (“adjusted diluted EPS”) and a
Slide 5: Agenda
Agenda 2 Mylan History and Strategy Mylan Today: Commercial Excellence 3 Mylan Today: Operational Excellence 1 4 Meda Transaction
Slide 6: Mylan's History and Strategy
Mylan’s History and Strategy
Slide 7: Our Mission
mission our we are committed to setting new standards in healthcare At Mylan, Working together around the world to provide 7 billion people access to high quality medicine, we: • Innovate to satisfy unmet needs • Make reliability and service excellence a habit • Do what’s right, not what’s easy • Im
Slide 8: More Than 50 Years of Unconventional Success
More Than 50 Years of Unconventional Success ‘61 FOUNDED FIRST FDA APPROVAL MYLAN GOES PUBLIC ‘66 ‘73 ‘84 NEW DRUG APPROVAL ‘89 BLOWING THE WHISTLE ‘92 $100M IN REVENUE ‘02 COURY BECOMES CHAIRMAN & CEO ‘07 MYLAN GOES GLOBAL; MALIK JOINS ‘08 $5B IN REVENUE ‘12 BRESCH NAMED CEO; FDASIA/GDUFA ‘13 GLOBA
Slide 9: Long Standing Strategy & Track Record of Success
Long Standing Strategy & Track Record of Success Differentiated, large-scale global operating platform High quality, vertically-integrated manufacturing platform One of the industry’s broadest product portfolios More than 1,400 marketed products to customers in ~165 countries and territories Signifi
Slide 10: A Proven Track Record
A Proven Track Record Generics and specialty pharmaceutical business Non-US developed markets specialty and branded generics business Adjusted diluted EPS is a non-GAAP financial measure. See Appendix for reconciliation of adjusted diluted EPS to the most directly comparable GAAP measure. *Midpoint
Slide 11: Mylan's Commercial Excellence
Mylan’s Commercial Excellence
Slide 12: Broad Global Reach
Broad Global Reach Commercial Excellence
Slide 13: Growing Portfolio Covering All Therapeutic Classes
Growing Portfolio Covering All Therapeutic Classes Powerful global R&D driving broad and growing product portfolio Robust product pipeline Robust product pipeline Commercial Excellence
Slide 14: Reach Across All Channels
Physicians Pharmacists and Retailers Wholesalers Governments Institutions Reach Across All Channels Patients Commercial Excellence
Slide 15: Building Our Brand for the Future
Every person in this world matters Life should not be determined by poor health or governed solely by fate Access to better health is a right, not a privilege Mylan never settles because it believes in the universal truth that the world deserves to be healthier to deliver Building Our Brand for the
Slide 16: Mylan's Operational Excellence
Mylan’s Operational Excellence
Slide 17: Vast Manufacturing and R&D Network
Operational Excellence Vast Manufacturing and R&D Network
Slide 18: Vertically Integrated
Vertically Integrated * Information excludes impact of Jai Pharma Operational Excellence
Slide 19: Substantial Manufacturing Capacity
Substantial Manufacturing Capacity Operational Excellence
Slide 20: Significant R&D Investment
Significant R&D Investment Operational Excellence ~$2.8B cumulative R&D spend from 2014 to 2018 fueling pipeline diversification* 2014 2018 *Source: Mylan’s 2013 Investor Day Presentation, August 1, 2013. Operational Excellence Mylan invests in future growth 23% CAGR
Slide 21: Advancing Strategic Growth Drivers
Advancing Strategic Growth Drivers Building for the Future Operating platform Core Business Japan
Slide 22: Better health for a better world
Better health for a better world (iijMylan eing is believing
Slide 23: 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 24: 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 25: 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 26: 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, Revefenacin, biosimilars Combined business
Slide 27: 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 28: 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 29: 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 30: 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 31: 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 32: 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 enterprise value of $9.9 billion, including assumpti
Slide 33: Financially Compelling Transaction
Financially Compelling Transaction Combined 2015 revenues of approximately $11.8 billion1 and adjusted EBITDA of $3.8 billion1 Expected to be immediately accretive to Mylan adjusted earnings, with accretion increasing significantly after first full year (2017) as synergies are realized. Creates oppo
Slide 34: 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 35: 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 36: il/Mylan
il/Mylan is be belevng
Slide 37: 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 38: 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 39: 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 40: 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 41: 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 42: 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 for the twelve months ending December 31, 2016. Mylan expects certain known GAAP amounts for 2016, as presented in the reconciliation below. Other
Slide 43: il/Mylan
il/Mylan is be belevng