Viatris Inc. · NASDAQ:VTRS
Viatris — Mylan — Merger or Acquisition (June 2016)
25 slides from Viatris's merger presentation, Jun 24, 2016
Slide 1: Mylan Acquisition of Meda & 2015 Financial Results
Mylan Acquisition of Meda & 2015 Financial Results June 24, 2016 Filed by Mylan N.V. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Meda AB
Slide 2: Forward Looking Statements
FORWARD LOOKING STATEMENTS 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 “Meda Transaction”), Mylan’s relat
Slide 3: Additional Information
ADDITIONAL INFORMATION In connection with the Offer, the Offer Document has been filed with the SFSA and published. In addition, Mylan has filed certain materials with the SEC, including, among other materials, the Registration Statement. The EU Prospectus has been filed with the AFM and published.
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 FY Financial Results 3 1 4 Q&A Meda Transaction Mylan Overview
Slide 6: Mylan's Proven Track Record as an Acquirer
Mylan’s Proven Track Record as an Acquirer $0.80 $1.30 $1.61 $2.04 $2.59 $2.89 $3.56 $4.30 Generics and specialty pharmaceutical business Non-US developed markets specialty and branded generics business 2007 2010 2013 2015 2008-2015 adjusted diluted EPS Growth = 27% CAGR* Adjusted Diluted EPS in ($)
Slide 7: 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 8: 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 9: 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 10: 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 11: 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 12: 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 13: 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 14: 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 15: il/Mylan
il/Mylan is be belevng
Slide 16: Reconciliations
Non-GAAP Reconciliations Year Ended December 31 2015 2014 GAAP third party net sales from Europe $2,205.6 $1,476.8 Add: Acquisition related customer incentive 17.100000000000001 0 Adjusted third party net sales from Europe $2,222.6999999999998 $1,476.8 GAAP Generics segment third party net sales $8,
Slide 17: Reconciliations
Non-GAAP Reconciliations 2015 2014 GAAP cost of sales 5,213.2 $ 4,191.6 $ Deduct: Purchase accounting related amortization (885.5) (403.6) Acquisition related costs (98.5) (68.6) Restructuring & other special items (36.3) (45.1) Adjusted cost of sales 4,192.9 $ 3,674.3 $ Adjusted gross profit (a) 5,
Slide 18: Reconciliations
Non-GAAP Reconciliations Year Ended December 31, 2015 2014 GAAP SG&A $2,180.6999999999998 $1,625.7 Deduct: Acquisition related costs -,227.4 -65.900000000000006 Restructuring & other special items -48.3 -66.900000000000006 Adjusted SG&A $1,905 $1,492.9 Adjusted SG&A as % of adjusted total revenues 0
Slide 19: Reconciliations
Non-GAAP Reconciliations GAAP net earnings attributable to Mylan N.V. and GAAP diluted EPS 847.6 $ 1.70 $ 929.4 $ 2.34 $ Purchase accounting related amortization (primarily included in cost of sales) (a) 900.9 419.0 Litigation settlements, net (97.4) 47.9 Interest expense, primarily amortization of
Slide 20: Reconciliations
Non-GAAP Reconciliations (Unaudited; in millions, except per share amounts) U.S. GAAP net earnings attributable to Mylan N.V. and U.S. GAAP diluted EPS 624 $ 1.58 $ 641 $ 1.52 $ 537 $ 1.22 $ Purchase accounting related amortization (primarily included in cost of sales) (a) 371 391 365 Litigation set
Slide 21: Reconciliations
Non-GAAP Reconciliations (Unaudited; in millions, except per share amounts) GAAP net earnings attributable to Mylan N.V. and U.S. GAAP diluted EPS 224 $ 0.68 $ 94 $ 0.30 $ (335) $ (1.10) $ Purchase accounting related amortization (primarily included in cost of sales) 309 283 489 Goodwill impairment
Slide 22: Reconciliations
Non-GAAP Reconciliations 2015 2014 Actual Constant Currency (1) Generics (adjusted): Third party net sales North America 3,895.6 $ 3,361.2 $ 16% 16% Europe (adjusted) (2) 2,222.7 1,476.8 51% 67% Rest of World 2,056.6 1,621.3 27% 38% Adjusted total third party net sales (2) 8,174.9 6,459.3 27% 33% Ot
Slide 23: Reconciliations
Non-GAAP Reconciliations 2015 2014 GAAP net cash provided by operating activities 2,008 $ 1,015 $ (Deduct) / Add: (Receipt) / payment of litigation settlements (113) 96 Financing Fees 137 24 Acquisition related costs 191 64 R&D expense 12 21 Income tax items (22) (13) Other 4 3 Adjusted cash provide
Slide 24: Reconciliation of Non-GAAP Metrics
Reconciliation of Non-GAAP Metrics To calculate adjusted diluted EPS, Mylan starts with GAAP diluted earnings per share and adjusts for various items, including acquisition related amortization; litigation settlements, net; non-cash accretion of contingent consideration liability; certain R&D milest
Slide 25: il/Mylan
il/Mylan is be belevng