Viatris Inc. · NASDAQ:VTRS
Viatris — Mylan — Merger or Acquisition (May 2015)
45 slides from Viatris's merger presentation, May 5, 2015
Slide 1: Teva and Mylan
Filed by Teva Pharmaceutical Industries Ltd. (Commission File No. 001-16174) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mylan N.V. Commission File No.: 333-199861 Teva and Mylan Combination
Slide 2: Safe Harbor Statement
2 Safe Harbor Statement This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management’s current beliefs and expectations and involve a number of assumptions, known and unknown risks and uncertainties t
Slide 3: Additional Information
3 Additional Information This communication is for informational purposes only and does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Teva has made for a business combination transaction with Mylan. In furtherance of
Slide 4: Agenda
4 Agenda 1 Teva Reiterates Commitment to Acquisition of Mylan 2 Teva’s Proposal Provides Premium Value for Mylan and Its Prospects 3 Antitrust is Not a Barrier to Completion 4 Teva and Mylan’s Obviously Strong Strategic and Cultural Fit 5 Proven Leadership Team Committed to Creating Value for All St
Slide 5: Teva is Committed to an Acquisition of Mylan
5 Teva is Committed to an Acquisition of Mylan OurBoardof Directorsandmanagementteamhaveunanimously approvedandare fully supportiveof this transaction We continueto prefera friendly,negotiatedtransactionandwelcomethe opportunityto discuss any andall aspectsof our proposalwith the Mylan Board Thecomb
Slide 6: Proposed Transaction Overview
6 Proposed Transaction Overview $82.00 per share Proposed Price and Approximately 50% cash / 50% stock Consideration Implies a total equity value of approximately $43 billion Significant 48.3% premium to the unaffected Mylan stock price of $55.31 on March 10, 2015, after which there Premium was wide
Slide 7: Facts About Teva and Its Offer for Mylan
7 Facts About Teva and Its Offer for Mylan Teva’s proposal represents a 48.3% premium to the unaffected Mylan stock price Offer is at a Offer price is above all external, objective benchmarks for Mylan’s stock price, Premium Value including every sell-side analyst estimate on Wall Street Creates sig
Slide 8: Facts About Teva and Its Offer for Mylan (Cont’d)
8 Facts About Teva and Its Offer for Mylan (Cont’d) Well-respectedandestablishedleadershipteam,stronglydeliveredon the Teva Has a Strong transformation of Teva starting in 2014 Leadership Team Truly global team, highly diverse and rich in experience in generics, specialty and other relevant industri
Slide 9: Agenda
9 Agenda 1 Teva Reiterates Commitment to Acquisition of Mylan 2 Teva’s Proposal Provides Premium Value for Mylan and Its Prospects 3 Antitrust is Not a Barrier to Completion 4 Teva and Mylan’s Obviously Strong Strategic and Cultural Fit 5 Proven Leadership Team Committed to Creating Value for All St
Slide 10: Value Creating Proposal for Teva & Mylan Stakeholders
10 Value Creating Proposal for Teva & Mylan Stakeholders Industry-leading company, well-positioned to transform the global generics space Significantly expanded and more efficient global footprint, including leadership positions and strengthened operations, sales and R&D platforms in attractive mark
Slide 11: Superior Alternative to a Mylan / Perrigo Combination or Standalone Mylan
Superior Alternative to a Mylan / Perrigo Combination 11 or Standalone Mylan Teva’s Proposal Mylan Standalone Mylan’s Proposal for Perrigo A clear industry leader No premium Paying a premium rather than receiving one Significant synergies No upfront liquidity No upfront liquidity Strong strategic an
Slide 12: Significant Premium to Current and Historic Valuation
12 Significant Premium to Current and Historic Valuation 48.3% premiumto the unaffected Mylan stock price of $55.31 on March 10, 2015, after which there was widespread speculation of a transaction between Teva and Mylan Mylan LTM Price Performance $ per share 3/10/15 48% Premium $80 Proposed Price p
Slide 13: Offer Price Comparison
13 Offer Price Comparison Price per Share Offer Premium Unaffected as of March 10, 2015 $55.31 48.3% (1) Price of equity issued to Abbott $57.33 43.0% 2018 “extraordinary achievement” stock price target in Mylan special (2) performance-based management incentive program of $73.33 Teva’s offer far ex
Slide 14: Significant Premium to Research Analyst Price Targets
14 Significant Premium to Research Analyst Price Targets Analyst Price Targets as of March 10, 2015 (Unaffected Price) Mylan Price as of 3/10/2015 $55.31 Analyst 1 $69.00 Analyst 2 $68.00 Analyst 3 $67.00 Analyst 4 $67.00 Analyst 5 $66.00 Analyst 6 $66.00 Analyst 7 $65.00 Analyst 8 $65.00 Analyst 9
Slide 15: Agenda
15 Agenda 1 Teva Reiterates Commitment to Acquisition of Mylan 2 Teva’s Proposal Provides Premium Value for Mylan and Its Prospects 3 Antitrust is Not a Barrier to Completion 4 Teva and Mylan’s Obviously Strong Strategic and Cultural Fit 5 Proven Leadership Team Committed to Creating Value for All S
Slide 16: Antitrust is Not a Barrier to Completion
16 Antitrust is Not a Barrier to Completion Teva filed for U.S. HSR antitrust clearance on April 21, and that same week initiated the pre-merger notification process with the European Commission; Teva will make and secure other regulatory filings as appropriate Tevaexpectsto secureall necessaryantit
Slide 17: Agenda
17 Agenda 1 Teva Reiterates Commitment to Acquisition of Mylan 2 Teva’s Proposal Provides Premium Value for Mylan and Its Prospects 3 Antitrust is Not a Barrier to Completion 4 Teva and Mylan’s Obviously Strong Strategic and Cultural Fit 5 Proven Leadership Team Committed to Creating Value for All S
Slide 18: Combination Advances Teva’s Strategy
18 Combination Advances Teva’s Strategy Positions combination as a fully-integrated leading generics and specialty pharmaceutical company Enhances scale, resources and capabilities to drive significant value across the business Advances our goal of being the most competitive manufacturer Opportunity
Slide 19: Teva and Mylan’s Businesses are Highly Complementary
19 Teva and Mylan’s Businesses are Highly Complementary Teva(1) Mylan(2) Business units: Generics, Specialty, OTC Business units: Generics, Specialty Specialty TAs: CNS, pain, respiratory Specialty TAs: respiratory / allergy Operates in 100 markets Operates in 145 markets 43,000 employees 30,000 emp
Slide 20: The Strength of the Combined Company
20 The Strength of the Combined Company Combined Company Long-Term Impact 2016E 2018E Significantly expanded and more efficient global Revenue >$30 billion ~$33 billion footprint Opportunities for substantial achievable cost synergies EBITDA >$10 billion ~$13 billion and tax savings are estimated to
Slide 21: Significantly Expands Global Footprint in Key Markets of Focus
Significantly Expands Global Footprint in Key Markets 21 of Focus Netherlands European and specialty business headquarters for Teva Almost 1,000 Teva employees in management, R&D and production positions India Six Teva manufacturing sites Thousands of Teva employees Markets of Focus Teva Joint Mylan
Slide 22: Creates the Most Efficient, Flexible and Competitive Pharmaceutical Platform
Creates the Most Efficient, Flexible and 22 Competitive Pharmaceutical Platform Industry-Leading Infrastructure Global Manufacturing Facilities (1) Strengthened operations, sales and R&D platforms around the world Robust, industry-leading sales infrastructure and deep customer and provider relations
Slide 23: Combination and Recent Industry Trends
23 Combination and Recent Industry Trends U.S. Generics Increasingly Fragmented Market Share of the Top Three U.S. Generics Players Top 3 Top 3 43% 35% Other 57% Other 65% 2009 2013 Recent Channel Consolidation 2007 Today Key Global Wholesaler Retailer PBM Wholesaler Retailer PBM Distributors The ma
Slide 24: Teva’s History of Integrating Large, Global and Diverse Organizations
Teva’s History of Integrating Large, Global and Diverse 24 Organizations Over its history, Teva has integrated large, global and diverse organizations from an operational, geographic and cultural perspective Its leadership team: Creates value by achieving financial synergy goals Preserves each organ
Slide 25: Agenda
25 Agenda 1 Teva Reiterates Commitment to Acquisition of Mylan 2 Teva’s Proposal Provides Premium Value for Mylan and Its Prospects 3 Antitrust is Not a Barrier to Completion 4 Teva and Mylan’s Obviously Strong Strategic and Cultural Fit 5 Proven Leadership Team Committed to Creating Value for All S
Slide 26: Proven Leadership Team
26 Proven Leadership Team Well-respectedand establishedleadershipteam,stronglydeliveredon the transformationof Tevastartingin 2014 Management Truly global team, highly diverse and rich in experience in generics, specialty and other relevant industries Committed to cost control, restraint and pay-for
Slide 27: Teva Management Team
27 Teva Management Team Executive Name Position Prior Affiliations Officer Since President & CEO, Adama Agricultural Solutions Erez Vigodman President & CEO 2014 President & CEO, Strauss Group Group EVP, Corporate Group CEO, McCann Erickson Israel, IPG Iris Beck-Codner Marketing Excellence and 2014
Slide 28: Teva Board of Directors
28 Teva Board of Directors Years in Name Director Since Current / Prior Affiliations Healthcare Teva Group President G – lobal Branded Products Prof. Yitzhak Peterburg 2012 36 Director General of Clalit Health Services (Chairman) CEO, Cellcom Communications Ltd. Director, McKinsey Roger Abravanel 20
Slide 29: Agenda
29 Agenda 1 Teva Reiterates Commitment to Acquisition of Mylan 2 Teva’s Proposal Provides Premium Value for Mylan and Its Prospects 3 Antitrust is Not a Barrier to Completion 4 Teva and Mylan’s Obviously Strong Strategic and Cultural Fit 5 Proven Leadership Team Committed to Creating Value for All S
Slide 30: Significant Achievements on All 2014 “Must Wins”
30 Significant Achievements on All 2014 “Must Wins” Teva is well on its way to create a new future for the company by targeting a unique space in the industry, building on its strong capabilities in generics and specialty and the intersection between the two Mylan proposal aligns with this strategy
Slide 31: Solidified Base Manifested in Strong Performance in 2014 and Q1 2015
Solidified Base Manifested in Strong Performance in 31 2014 and Q1 2015… 2013 2014 % YoY 2015E Q1 2015 % QoQ Revenues $20,314 $20,272 - $19.0B-19.4B $4,982 - $m Operating $5,198 $5,732 $1,533 Income +10% $5.7B-5.9B +11% 25.6% 28.3% 30.8% $m EPS $5.01 $5.07 +1% $5.05-5.35 $1.36 +11% $ per share Cash
Slide 32: …And in Delivering Superior Total Stockholder Return
32 …And in Delivering Superior Total Stockholder Return Total Stockholder Return Since Erez Vigodman was Announced as President & CEO 56% 28% 18% Teva has a long track record of creating superior value for its stockholders, including a total stockholder return of over 1,600% over the last two decade
Slide 33: Teva’s Robust and Integrated Core Assets
33 Teva’s Robust and Integrated Core Assets Generics Specialty Global scale and local Integrated Assets Focused on established areas of capabilities have translated into strength Integrated and innovative consistent leadership R&D – Depth of understanding of Improved operating profitability disease
Slide 34: Clear Pathway to EPS Growth
Clear Pathway to EPS Growth Teva’s – Four Levers of 34 Growth Generics Cost Reduction Existing Specialty Specialty Pipeline ILLUSTRATIVE EPS ($) Deliver on Promise in the Specialty Pipeline 4 5.00 Manage the Life Cycle of Key 3 Specialty Products 2 Execute Cost Reduction Program Profitable 1 Growth
Slide 35: Continued Profitable Growth and Improvement in Generics
1 Continued Profitable Growth and Improvement 35in Generics Continue to improve Execution of growth Clear strategy operating profitability market strategy for OTC More focus on key markets Sales force effectiveness and portfolio management in key markets 50% 45.2% 43.5% 43.3% 46% 41.3% 40% 30% 27% 2
Slide 36: Strong Track Record of Driving Cost Savings
36 2 Strong Track Record of Driving Cost Savings ($ in millions, rounded) 2014-2016 2014A 2015E 2016E With 2013 Cumulative Gross Cost (1,000) (650) (400) (2,050) (2,450) Savings Reinvestment in 400 100 200 700 1,600 Additional Activities Net Spend (600) (500) (250) (1,350) (850) Reduction
Slide 37: Improving the Specialty Products Portfolio: Maintaining the COPAXONE® Franchise
3 Improving the Specialty Products Portfolio: 37 Maintaining the COPAXONE® Franchise Successful Launches Successful launch in the U.S. of COPAXONE® 40mg, which has already achieved a 67% conversion rate – Clearly highlights the patient need and demand for this improved product offering Successful an
Slide 38: Maintaining Other Specialty Products in 2015
38 3 Maintaining Other Specialty Products in 2015 License to commercialize Eagle’s Bendamustine Rapid Infusion Product (February 2015) – AllowsTevato enhancethe TREANDA® (bendamustinehydrochloride)franchise,a major revenuecontributor, by commercializinga new andimproved rapid infusion formulation FD
Slide 39: Building a Promising Pipeline
39 4 Building a Promising Pipeline Phase I Phase II Phase III Registration TV-46763 (abuse deterrent) Laquinimod Laquinimod CEP-33237 ER Hydrocodone Pain Multiple sclerosis (progressive Multiple sclerosis (relapsing (abuse det.) U.S.Pain - TV-46139 (abuse deterrent) forms) remitting) COPAXONE® 40mg
Slide 40: Delivering on the Promise of the Pipeline: Multiple Product Launches in 2014 and 2015
40 4 Delivering on the Promise of the Pipeline: Multiple Product Launches in 2014 and 2015 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Hydrocodone ER AD SelectEuropeanmarkets,Mexico,TurkeyandAustralia (1) 40 mg/ml Cumulative estimated sales from new specialty product launches of ~$200 million in 2014 and ~
Slide 41: Accelerating Business Development to Drive Growth
41 Accelerating Business Development to Drive Growth Auspex Labrys Biologics Acquired the emerging leader in Acquisition included TEV-48125, a movement disorders cornerstone drug for leadership in migraine prevention Strengthened Teva’s leadership position – Expanding TEV-48125 into other in the cor
Slide 42: Agenda
42 Agenda 1 Teva Reiterates Commitment to Acquisition of Mylan 2 Teva’s Proposal Provides Premium Value for Mylan and Its Prospects 3 Antitrust is Not a Barrier to Completion 4 Teva and Mylan’s Obviously Strong Strategic and Cultural Fit 5 Proven Leadership Team Committed to Creating Value for All S
Slide 43: Teva & Mylan: Value Creation For All Stakeholders
43 Teva & Mylan: Value Creation For All Stakeholders Stakeholder Value Creation Patients Providing many more people around the world with affordable and more accessible treatments Customers Creating the most efficient, flexible and competitive global platform with industry-leading go-to-market capab
Slide 44: Teva is Prepared to Engage
44 Teva is Prepared to Engage TheTevaBoardandmanagementteamarecommittedto consummating a transactionas soon as possible – We are prepared to devote all necessary resources to completing the proposed transaction – We are ready and willing to meet with Mylan and its advisors immediately Significant up
Slide 45: Thank You
45 Thank You