Elan Corp. · TSE:6099
Elan — Merger or Acquisition (July 2013)
22 slides from Elan's merger presentation, Jul 30, 2013
Slide 1: Perrigo Company to Acquire Elan to Create Premier Global Healthcare Company
Quality Affordable Healthcare Products™ July 31, 2013 Perrigo Company to Acquire Elan to Create Premier Global Healthcare Company
Slide 2: Important Information For Investors And Shareholders
Quality Affordable Healthcare Products™ 2 Important Information For Investors And Shareholders This announcement does not constitute an offer to sell, or an invitation to subscribe for or purchase or purchase or exchange , any securities or the solicitation of any vote or approval in any jurisdictio
Slide 3: Perrigo Forward-Looking Statements
Quality Affordable Healthcare Products™ 3 Perrigo Forward – Looking Statements This document includes certain 'forward looking statements' within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, s
Slide 4: Elan Forward-Looking Statements
Quality Affordable Healthcare Products™ 4 Elan Forward – Looking Statements This presentation contains forward - looking statements about Elan's financial condition, results of operations, business and prospects. These forward - looking statements involve substantial risks and uncertainties that cou
Slide 5: Statements Required by Irish Takeover Laws
Quality Affordable Healthcare Products™ 5 Statements Required by Irish Takeover Laws The Perrigo directors accept responsibility for all the information contained in this communication other than information relating to Elan and its subsidiary undertakings, the directors of Elan and members of their
Slide 6: Acquisition Summary
Quality Affordable Healthcare Products™ 6 Acquisition Summary Combines two great companies to create value for our respective shareholders, patients and customers Creates industry - leading global healthcare company Furthers platform for international expansion Diversifies business and strengthens f
Slide 7: Compelling Value for Perrigo & Elan Shareholders
Quality Affordable Healthcare Products™ 7 Compelling Value for Perrigo & Elan Shareholders Details • Receive escalating royalty stream on Tysabri ®* – a $1.6 billion blockbuster biologic drug with a 4 - year 19% CAGR • Access to a Phase II central nervous system product that is approaching a key mil
Slide 8: Perrigo – Portfolio of Leading Store Brands & Specialty Generics
Quality Affordable Healthcare Products™ Perrigo – Portfolio of Leading Store Brands & Specialty Generics FY2012 Portfolio by Sales ($3.17B) Global Capabilities Quality, R&D, Manufacturing, Legal, Regulatory , Finance, HR, IT 8
Slide 9: Perrigo – Strong, Consistent Financial Performance
Quality Affordable Healthcare Products™ $1,727 $2,006 $2,268 $2,755 $3,173 13.8% 14.6% 18.0% 19.6% 21.6% $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 FY2008 FY2009 FY2010 FY2011 FY2012 Revenue, Cash Flow & Adjusted Operating Margin* Annual Revenue Operating Cash Flow Adjusted Operating Margin i
Slide 10: Elan Overview
Quality Affordable Healthcare Products™ 10 Elan Overview Founded in 1969, Elan is a publicly - traded biotechnology company (listed on New York and Irish Stock Exchanges) • Tysabri ® : royalty stream on the Multiple Sclerosis (MS) drug Tysabri ®, which was created by Elan and is commercialized by Bi
Slide 11: Elan – Multiple Sclerosis Market Dynamics
Quality Affordable Healthcare Products™ 11 Elan – Multiple Sclerosis Market Dynamics 2012 Tysabri ® Global net sales >$1.6B MS is a chronic autoimmune disease of the CNS that tends to progress over time Most common cause of non - traumatic disability in young adults ~400K - 500K patients in the U.S.
Slide 12: Tysabri (Natalizumab) – Blockbuster MS Treatment
Quality Affordable Healthcare Products™ 12 Tysabri ® ( Natalizumab ) – Blockbuster MS Treatment 2012 Tysabri ® Global net sales >$1.6B FDA approved for Relapsing forms of MS in the U.S. and Relapsing - Remitting MS in the E.U. Commercialized globally by Biogen Idec Compelling efficacy As of 12/31/20
Slide 13: Tysabri – Blockbuster MS Treatment and Royalty Details
Quality Affordable Healthcare Products™ 13 Tysabri ® ( Natalizumab ) – Blockbuster MS Treatment 2012 Tysabri ® Global net sales >$1.6B • 19% CAGR over the past four years* Strong top line growth • Current 12% royalty on global net sales • Steps up to 18% after May 1, 2014, up to $2 billion • 25% roy
Slide 14: Opportunities for Growth
Quality Affordable Healthcare Products™ 14 Opportunities for Growth Potential Tysabri ® additional indication: Secondary Progressive MS Potential Tysabri ® additional indication: 1st line indication for JC Virus negative ( - ) patients Opportunities for further expansion of Tysabri ® as approved for
Slide 15: Proposed Transaction Details
Quality Affordable Healthcare Products™ 15 Proposed Transaction Details “New Perrigo” acquires shares of Perrigo and Elan in exchange for shares and cash Each Elan share exchanged into right to receive U.S.$6.25 in cash and 0.07636 shares of New Perrigo Each Perrigo share exchanged into right to rec
Slide 16: Financing Strategy
Quality Affordable Healthcare Products™ 16 Financing Strategy Secured $4.35 billion in fully committed underwritten bridge financing commitments from Barclays Bank PLC and HSBC Bank USA, N.A. Plans to refinance the bridge borrowings through new debt issuances and the use of cash on hand Cash flow ge
Slide 17: Corporate Redomicile
Quality Affordable Healthcare Products™ 17 Corporate Redomicile Perrigo and Elan to be combined into “New Perrigo”, a new company based in Ireland Enacted under “Scheme of Arrangement” in accordance with Irish law Subject to approval of Irish High Court and shareholder vote • Proxy/Registration Stat
Slide 18: New Perrigo Corporate Capital Structure
Quality Affordable Healthcare Products™ 18 New Perrigo Corporate Capital Structure Combined company profile supportive of rapid deleveraging Broad, diversified offering to now include Tysabri ® royalty stream and strong cash flow profile Utilizing $1.9 billion in cash from Elan to repay bridge - loa
Slide 19: Compelling Value for Perrigo & Elan Shareholders
Quality Affordable Healthcare Products™ 19 Compelling Value for Perrigo & Elan Shareholders Details • Receive escalating royalty stream on Tysabri ® – a $1.6 billion blockbuster biologic drug with a 4 - year 19% CAGR • Access to a Phase II central nervous system product that is approaching a key mil
Slide 20: Questions / Appendix
Quality Affordable Healthcare Products™ Questions / Appendix 20
Slide 21: Table I Perrigo Company Reconciliation of Non-GAAP Measures
Quality Affordable Healthcare Products™ 21 Table I PERRIGO COMPANY RECONCILIATION OF NON-GAAP MEASURES (in thousands, except per share amounts) (unaudited) FY 2007* FY 2008* FY 2009* FY 2010* FY 2011* FY 2012* Consolidated Net sales 1,367,717$ 1,727,480$ 2,005,590$ 2,268,150$ 2,755,029$ 3,173,249$ R
Slide 22: Additional Disclosures
Quality Affordable Healthcare Products™ 22 Additional Disclosures This document should be read In conjunction with the full text of the Rule 2.5 Announcement issued by Perrigo and Elan on July 29, 2013. Appendix I o the Rule 2.5 Announcement contains the Conditions to the Implementation of the Schem