Slide 1: Tender Offer to Acquire 100% of Vifor Pharma Ltd
CSL Limited Tender Offer to Acquire 100% of Vifor Pharma Ltd 14 December, 2021 Paul Perreault Joy Linton CEO and MD CFO NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Slide 2: Important Notices
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES. This investor presentation (Presentation) is dated 14 December 2021 and has been prepared and authorised by CSL Limited (ABN 99 051 588 348) (CSL). By accepting this Presentation, you represent and warrant that you are entitled to receive this Pr
Slide 3: Important Notices
Any such statements, opinions and estimates in this Presentation speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward-looking statements are p
Slide 4: Important Notices
In connection with the Placement, one or more institutional investors may elect to acquire an economic interest in the New Shares (Economic Interest), instead of subscribing for or acquiring the legal or beneficial interest in those securities. A Joint Lead Manager (or its affiliates) may, for its o
Slide 5: Transaction Highlights
Transaction Highlights Expands CSL’s leadership across an attractive portfolio focused on Renal Disease and Iron Deficiency Complements CSL’s existing therapeutic focus areas and high quality pipeline CSL’s global reach, R&D capabilities and resources augment the delivery of Vifor Pharma’s products
Slide 6: Transaction Summary
Transaction Summary Tender Offer to acquire 100% of Vifor Pharma • CSL and Vifor Pharma today announced that they have entered into a definitive agreement under which CSL has agreed to launch an all-cash public Tender Offer (Tender Offer) to acquire all publicly held Vifor Pharma shares for US$179.2
Slide 7: Compelling Strategic Rationale
Compelling Strategic Rationale Strengthens CSL’s Value Driven Strategy 1 Vifor Pharma adds a durable and growing business with leadership positions across complementary and adjacent franchises, delivering greater benefit to patients. Builds a Significant Renal Franchise 2 Partner of choice in growin
Slide 8: Vifor Pharma Overview
1 Vifor Pharma Overview 8 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Slide 9: Overview of Vifor Pharma
Overview of Vifor Pharma Net Sales Breakdown by Products CHF Millions, % Leader in attractive therapeutic areas across Other Ferinject 19% Nephrology, Dialysis and Iron Deficiency with a focus on 36% product innovation Veltassa 7% LTM Jun-21 Scalable global pharmaceutical platform with CHF 1,719
Slide 10: Attractive Product Portfolio
Attractive Product Portfolio Nephrology Dialysis Iron Launching the next generation of therapies Driving value through joint company Accelerated post COVID growth through HF, addressing kidney disease progression with Fresenius and beyond PBM and geographic expansion 2 1 In Market 3 4 5 Vadadustat6
Slide 11: Global Leadership in Nephrology Empowered by Unique Partnership with Fresenius Medical Care
Global Leadership in Nephrology Empowered by Unique Partnership with Fresenius Medical Care STRONG IRON AND PHARMA EXPERTISE GLOBAL LEADERSHIP IN NEPHROLOGY 55% THROUGH: • Clinical development Stake • Manufacturing, regulatory and market access Close collaboration Better sourcing experiences on glob
Slide 12: Excellent Track Record Across New Product Sourcing, Development and Launch
Excellent Track Record Across New Product Sourcing, Development and Launch Launch 2016 2 Vadadustat7 Revenue 5 6 Sparsentan9 Launch 2015 Creation of VFMCRP Up to four product launches expected in 2022 / 23: Korsuva™ 6, Tavneos™ 2, Rayaldee® 5 and Vadadustat7 in 2010 Launch 2018 SNF-472 INS-3001 Init
Slide 13: Strong Portfolio of Pre-Commercial Products with Up to Four Launches Expected in 2022 / 23
Strong Portfolio of Pre-Commercial Products with Up to Four Launches Expected in 2022 / 23 Indication Differentiation Geography Status • Moderate to severe CKD-associated • Only approved therapy for CKD- FQ3 2022: Planned US pruritis (CKD-aP) in patients 1 aP and first-in-class peripherally Global e
Slide 14: Novel Pipeline of Primarily Mid-to-Late Stage Assets
Novel Pipeline of Primarily Mid-to-Late Stage Assets Indication Mechanism of Action Key Milestones • Focal segmental glomerulosclerosis • First-in-class, orally active dual Sparsentan1 (FSGS) and IgA nephropathy (IGAN) antagonist of endothelin and • FY22: Potential submission of combined • Potential
Slide 15: History of Driving Growth and Value Through Strategic Partnerships
History of Driving Growth and Value Through Strategic Partnerships Strategic Commercial 1 2 JV in Nephrology 3 Product Partnerships Partnerships Enhancing Commercial Presence Leadership in Nephrology Expanding the Product Portfolio Local Partners Joint Company Focus on In-Licensing • Shared investme
Slide 16: Strategic Rationale
2 Strategic Rationale 16 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Slide 17: Compelling Strategic Rationale
Compelling Strategic Rationale Strengthens CSL’s Value Driven Strategy 1 Vifor Pharma adds a durable and growing business with leadership positions across complementary and adjacent franchises, delivering greater benefit to patients. Builds a Significant Renal Franchise 2 Partner of choice in growin
Slide 18: Strengthens CSL's Value Driven Strategy
1 Strengthens CSL’s Value Driven Strategy Combined CSL + Vifor Pharma Revenue (FY21)1 Veltassa 1% Other Three Leading Segments ESA 4% 5% Ferinject 5% Immunoglobulins 35% Sequirus 14% Revenue US$12.3B Other 3% Geographically Diverse Presence Albumin 9% Specialty Haemophilia 14% 9% 18 Note: CHF conver
Slide 19: Builds a Significant Renal Franchise
2 Builds a Significant Renal Franchise Combined CSL and Vifor Pharma is a partner of choice in a growing renal market Estimated Renal Market Size1 ~$25bn+ ~$25bn+ US$ Billions ~$13bn+ ~$13bn+ 2020 2020 2026 2026 1. Source: Evaluate Pharma, Marketwatch, Center for Disease Control and Prevention, Natu
Slide 20: Renal Disease Represents a Large Growing Opportunity
2 Renal Disease Represents a Large Growing Opportunity Chronic Kidney Disease (CKD) is a leading cause of The need for dialysis is growing mortality and morbidity around the world • ~2 million patients worldwide receive dialysis, growing • The prevalence of CKD has increased steadily annually at 5–7
Slide 21: Complementary Portfolio Fit and Access to New Adjacencies
3 Complementary Portfolio Fit and Access to New Adjacencies CSL Therapeutic Areas CSL & Vifor Shared Disease Areas Vifor Adjacent Disease Areas Anti-Neutrophil Cytoplasmic Autoantibody (ANCA) vasculitis Immunology Hidradenitis Suppurativa (HS) Complement-Mediated Diseases Hematology Sickle Cell Dise
Slide 22: CSL's Rich Pipeline Aligns With Vifor's Renal Framework
3 CSL’s Rich Pipeline Aligns With Vifor’s Renal Framework CKD Complications AKI (Ischemia – Reperfusion) Dialysis 1 INS-3001 Vadadustat Multiple Potential SNF-472 2 assets (Preclinical & Clinical) 3 Vadadustat4 5 3 1 CSL964 CSL964 Sparsentan6 GvHD treatment GvHD prevention (Phase 3) (Phase 3) ND-CKD
Slide 23: Deep and Diverse Combined Pipeline
3 Deep and Diverse Combined Pipeline REGISTRATION/ PHASE I PHASE II PHASE III POST-REGISTRATION HIZENTRA® Garadacimab HAEGARDA® AUDENZ™ CSL324 (SCIg) 20% Liquid (Anti-FXIIa mAb) (C1-esterase inhibitor) (Adjuvanted Influenza (G-CSFR Antagonist mAb) HS SSc HAE) HAE Vaccine) Garadacimab EtranaDez AFLUR
Slide 24: Materially Enhances Scale and Free Cash Flow
4 Materially Enhances Scale and Free Cash Flow FY21 Revenue FY21 Free Cash Flow2 US$ Billions1 US$ Billions1 +19% +20% $12.3 $2.4 $2.3 $12.3 $10.3 $2.0 $2.0 $2.0 $2.0 $2.0 $2.0 $0.4 $0.4 $0.4 $0.4 $10.3 $10.3 $10.3 $2.0 $2.0 CSL’s Global Scale, R&D Capabilities and Financial Resources Enable the Pro
Slide 25: Compelling Financial Profile
5 Compelling Financial Profile Balance Sheet Flexibility Strong EPS Accretion Retained • Expected to be low-to-mid teens NPATA per • Pro forma FY21 net debt / EBITDA of share accretive in the first full year of CSL approximately 2.65x with clear de-leveraging ownership1, including full run rate cost
Slide 26: Transaction Funding
3 Transaction Funding 26 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Slide 27: Transaction Funding
Transaction Funding Transaction Funding Details Tender Offer • The Tender Offer represents an aggregate equity value for Vifor Pharma of US$11.7 billion / A$16.4 billion • The Transaction is to be funded via: ̶ A Placement of A$6.3 billion (US$4.5 billion) ̶ A fully committed debt bridge facility of
Slide 28: Equity Raising Details
Equity Raising Details Placement and Share Purchase Plan Key Details • A fully underwritten institutional placement to eligible institutional investors to raise approximately A$6.3 billion (US$4.5 billion) (Placement) Offer Structure • A non-underwritten share purchase plan (SPP) targeting to raise
Slide 29: Equity Raising Timetable
Equity Raising Timetable Placement and Share Purchase Plan Timetable Event Date 1 , 2 Record date for SPP 7:00pm (AEDT), Monday, 13 December 2021 Trading halt lodged Prior to market open, Tuesday, 14 December 2021 Announcement of the Placement and SPP, Placement bookbuild opens After market close, T
Slide 30: Transaction Highlights
Transaction Highlights Expands CSL’s leadership across an attractive portfolio focused on Renal Disease and Iron Deficiency Complements CSL’s existing therapeutic focus areas and high quality pipeline CSL’s global reach, R&D capabilities and resources augment the delivery of Vifor Pharma’s products
Slide 31: Appendix A: Supporting Financial Information
A Appendix A: Supporting Financial Information 31 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Slide 32: Pro Forma Balance Sheet
Pro Forma Balance Sheet US$ Millions CSL Vifor Pharma Acquisition Pro Forma 30 June 2021 Reported Reported Adjustments1 30 June 2021 ASSETS Cash and cash equivalents 1,808.8 679.4 (1,990.5) 497.7 Inventory 3,780.6 431.2 354.8 4,566.6 PP&E 6,434.3 268.5 6,702.8 Intangibles 2,669.7 2,655.5 8,266.8 13,
Slide 33: Appendix B: Key Risks
B Appendix B: Key Risks 33 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Slide 34: Key Risks
Key Risks This section describes the key business risks of investing in CSL together with the risks relating to participation in the Placement and the SPP (the Offer) that may affect the value of CSL shares. It does not describe all the risks of an investment. Before investing in CSL, you should be
Slide 35: Key Risks (cont'd)
Key Risks (cont’d) If the Transaction completes, CSL will be exposed to the risks associated with owning and operating Vifor Pharma and CSL may become directly or indirectly liable for any liabilities that Vifor Pharma has incurred in the past, including liabilities which are contingent, of an uncer
Slide 36: Key Risks (cont'd)
Key Risks (cont’d) 1.10 (b) Product liability litigation Vifor Pharma International, along with American Regent, Inc., Luitpold Pharmaceuticals, Inc., and various Daiichi Sankyo entities, is a defendant to approximately 122 substantially similar individual product liability lawsuits filed in Pennsyl
Slide 37: Key Risks (cont'd)
Key Risks (cont’d) 2. Key Business Risks (cont’d) CSL has debt obligations and relies on access to debt and equity financing to conduct its business. There is a risk that CSL may not be able to access equity or debt capital markets to support its business objectives, or successfully refinance this i
Slide 38: Key Risks (cont'd)
Key Risks (cont’d) 2. Key Business Risks (cont’d) CSL's manufacturing facilities are subject to regulations in many jurisdictions, including periodic inspections by regulatory authorities. The consequences of adverse findings following inspections can be serious, such as the temporary shutdown of su
Slide 39: Key Risks (cont'd)
Key Risks (cont’d) 2. Key Business Risks (cont’d) CSL has many products in the pre-clinical and clinical stages of development. Clinical trials are expensive, time consuming and difficult to design and implement. If CSL conducts clinical trials, even if the results are favourable the clinical trials
Slide 40: Key Risks (cont'd)
Key Risks (cont’d) 2. Key Business Risks (cont’d) A sustained increase in competition from existing competitors or new entrants to CSL's traditional markets, or industry-wide shifts in demand for CSL's products, may result in a material failure to grow, or a loss of market share or revenue in some m
Slide 41: Key Risks (cont'd)
Key Risks (cont’d) 2. Key Business Risks (cont’d) Pharmaceutical manufacturing and related activities (including but not limited to laboratory activities and plant and equipment maintenance) carry inherent risks such as those associated with chemicals, waste and 2.21 Environmental, health machinery
Slide 42: Key Risks (cont'd)
Key Risks (cont’d) 3. Offer and General Risks (cont’d) The market price of CSL's shares may also be subject to specific factors that contribute specifically to the volatility of the shares of biotechnology and pharmaceutical companies, which include: • the efficacy and safety of CSL's various produc
Slide 43: Appendix C: Summary of Underwriting Agreement
C Appendix C: Summary of Underwriting Agreement 43 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Slide 44: Underwriting Agreement Summary
Underwriting Agreement Summary CSL has entered into an underwriting agreement with the joint lead managers and underwriters (together, the Joint Lead Managers) in respect of the Placement dated 14 December 2021 (Underwriting Agreement), pursuant to which the Joint Lead Managers have agreed to fully
Slide 45: Underwriting Agreement Summary (cont'd)
Underwriting Agreement Summary (cont’d) • the ASX makes any official statement to any person, or indicates to the Company or the Joint Lead Managers in writing (whether or not by way of an official statement) that CSL Shares will be suspended from quotation or CSL will be removed from the official l
Slide 46: Appendix D: International Offer Restrictions
D Appendix D: International Offer Restrictions 46 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Slide 47: International Offer Restrictions
International Offer Restrictions This document does not constitute an offer of New Shares in CSL in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and the New Shares may not be offered or sold, in any country outside Australia excep
Slide 48: International Offer Restrictions (cont'd)
International Offer Restrictions (cont’d) European Union This document has not been, and will not be, registered with or approved by any securities regulator in the European Union. Accordingly, this document may not be made available, nor may the New Shares be offered for sale, in the European Union
Slide 49: International Offer Restrictions (cont'd)
International Offer Restrictions (cont’d) Norway This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007 no. 75. Accordingly, this document shall not be deemed to constitute an offer to the public in No
Slide 50: International Offer Restrictions (cont'd)
International Offer Restrictions (cont’d) United Kingdom Neither this document nor any other document relating to the Offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Marke
Slide 51: Appendix E: Definition of Key Terms
E Appendix E: Definition of Key Terms 51 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Slide 52: Key Terms
Key Terms Term Definition Term Definition $, US$ or USD US Dollars Free Cash Flow Cash Flow from Operating Activities Less Net Capex A$ or AUD Australian Dollars FSGS Focal Segmental Glomerulosclerosis ANCA Anti-Neutrophil Cytoplasmic Autoantibody FY Financial Year AEDT Australian Eastern Daylight T
Slide 53: Vifor Pharma Product Summary: Nephrology
Vifor Pharma Product Summary 1 Long-acting erythropoiesis-stimulating agent (ESA) treating 5 Injection for the treatment of moderate-to-severe pruritus associated with chronic symptomatic anaemia associated with chronic kidney disease kidney disease in adults undergoing hemodialysis Dialysis 2 Curre