Viatris Inc. · NASDAQ:VTRS
Viatris — Mylan — Merger or Acquisition (July 2014)
21 slides from Viatris's merger presentation, Jul 14, 2014
Slide 1: Mylan's Acquisition of Abbott's Non-U.S. Developed Markets Specialty and Branded Generics Business
Filed by Mylan Inc. 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 Inc. Commission File No.: 1-9114 Filed14, Mylan 9114 Abbott’s July byAcquisition 2014 Mylan Non-U.S. Inc.of Developed Pu
Slide 2: Legal Matters: Forward-Looking Statements
Legal Forward This of “project”, without completing operations, looking such parties’ being financial costs, the capacity fact proceedings their impacts unable information and 2SEC words retention Exchange that presentation intellectual differences website obtained customer Matters to ability limita
Slide 3: Legal Matters: Additional Information, Participants and Non-GAAP Measures
Legal Non-GAAP Additional In “Assets”) will OTHER PROPOSED proposed (when Participants of Annual participants This Non-Solicitation offer, 3requirements connection proxies include presentation communication solicitation Matters, they Meeting RELEVANT transaction by in Information are will in Financi
Slide 4: The Right Strategic Fit: Compelling Strategic and Financial Benefits
The Right Compelling Financial Enhances Brings Further Expands respiratory, Expected Mylan creates 4Positions expects differentiated significant diversifies commercial Mylan to Flexibility Next biologics) Strategic be to approximately Strategic for maintain additional Mylan’s next for and platform F
Slide 5: Complements Mylan's Growth Drivers and Expansion Plan
Complements EpiPen® Expansion PROTECT Operating EXECUTE Respiratory Complex Infectious Opportunity 5(1) StatedHealth 2018 Core Biologics Injectables AND ON products toMylan’s accelerate target; platform OUR care GROW Disease Auto-solutions GROWTH long-term Organic Business THE targetCORE Growth ofta
Slide 6: Abbott's High-Quality Business with Attractive Asset Footprint
Ahigh-quality Attractive Broad Abbott’s Strong Diverse 80% Includes Continued 623,800 Differentiated ofemployees Infrastructure presence 2013 Geographic portfolio novel specialty Portfolio growth sales manufacturing and across Asset including ofand potential concentrated hard-to-manufacture more Foo
Slide 7: Brings Attractive, Differentiated Branded Portfolio
Brings Vaccines Women’s Men’s ?Pregnancy ?Urology 5%?Other 7% 4% CNS ?Pain Meniere’s 17% Anti-Infective Hokunalin H. Dyspnea Pancreatic 72013A Pylori 30% 21% /&Pain Health Attractive, byfever assoc. Other infections /& Therapeutic disease (Arrhythmia) Exocrine ?Vaccine /Testosterone Infertility 16%
Slide 8: Further Diversifies Geographic and Product Profile
Further Geographic Rest 24% North 33% Product Mylan Specialty 67% Adds 8Provides of 60% Generics attractive Europe Today Rest Diversifies Profile entry / Profile OTCofMylan America 48% 85% into World Branded specialty/branded America Mylan’s OTC Generics +World Abbott Gx market 15% Business 16% Asse
Slide 9: Mylan Expects Adjusted EBITDA Growth and Optimized Margins
Mylanbillion ~$1.9 Expect 9Adjusted is brings flat approximately Right EBITDA revenue in greater Partner run-rate margins through strategic $600 torevenues Optimize expected million 2018 focus, through atthis in transaction experience toadjusted grow Asset enhanced from annualized close operating lo
Slide 10: Substantially Enhanced Financial Flexibility
Substantially ~$20B M&A pre borrowings 2014e-2018e(2) >30% CapEx R&D Principles Return Repay Share Continue While Assuming Long-term 10 acquisition repurchases repurchase Incremental maintaining debt Cash cash toand atargets acquire invest to 4:1 Capital Greater priorities stakeholders gross 2014e-2
Slide 11: Leveraging One Global Platform for Operational Excellence
Leveraging Potential Well Expertise Opportunity Expansive, One Driving 11 Mylan positioned Results to operating global, the distribute to leverage One to Through manage vertically-integrated across Mylan portfolio commercial Enhanced market this Platform across portfolio types Critical best customer
Slide 12: Doubles Non-U.S. Developed Markets Presence
Doubles Non-U.S. Top Total France Portugal Greece Switzerland/Austria All Canada Source: Expected Provides Abbott Japan CEE 5% Australia 12 Central 12% Existing Europe 14% 1.3x Assets’ 4.8x 2.6x Abbott Mylan’s 2.3x strong /to Markets 7% 19% and Italy approx. Japan Pro 1.8x Canada 2013A materials Eas
Slide 13: Enhances Critical Commercial Presence Across All Channels
Enhances Critical Significantly -(~2,000 Europe: Canada: Japan: Australia Abbott Salesforce 13 Abbott Complements =Mass sales assets ~1,300 ~140 ~560 ~100 /Commercial Presence NZ:enhances Across representatives Mylan/Pfizer Mylan bring and Mylan expands inan All =Selected Platform Mylan’s active =~6
Slide 14: Creates Enhanced Commercial Platform to Maximize EpiPen and Growth Drivers
Creates Maximize EpiPen Specialty/ Increases Strong (e.g. Avoids 14 generic commercial the ®Enhanced potential Respiratory Growth cost Advair®/Seretide, of Commercial future Drivers to capabilities enhance Biologics plannedperformance Platform and Combo, Other commercial specialty Complex biologics)
Slide 15: Transaction Overview: Terms, Multiples and Timing
Mylan Multiples Timing Approvals Terms Abbott Following Combined Transaction Expected $Million(1) Revenue (pre-operational Adj. (PF (1) 15 Through for EBITDA to to $200 $1,900 acquire closing receive close, company Multiple Overview subject 2018 million $ 800 600 efficiencies) 2.8x Abbott Abbott’s i
Slide 16: Transaction Structure and Pro Forma Ownership
(1) Transaction Abbott’s Abbott All-stock New Listed Led Headquartered Mylan 16 bypublic on N.V. Shareholders: CARVE current Pro non-U.S. deal NASDAQ company Structure Forma with in Mylan OUT Pittsburgh developed Abbott shares as Abbott: organized Mylan leadership MYL outstanding to Inc. ~21%(1) rec
Slide 17: Financially Compelling Transaction
(1) Financially Expected -In Potential Expect ROIC Opportunity 17Driven excess expected combined to Stated by for of to lower Compelling ability be $200 to significant accelerate approximately 2018 to Mylan’s revenues million exceed to target; maximize revenue Transaction tax target in 10%of targets
Slide 18: Substantial Future Financial Firepower
Substantial Future Combined Significant Strong Highly More At 18 close competitive Opportunities balance leverageable Mylan adjusted cash Financial sheet expects flows global EBITDA infrastructure at Firepower ~2.3x totax have structure of leverage significant approximately for strengthens at transa
Slide 19: Proven Track Record of Successfully Delivered Acquisitions
Proven Successfully Delivered Fully Repatriated Adjusted (1) (2) income not 19 For reflect integrated CY Track before diluted acquisition company 2008, manufacturing executed Record the global EPS adjusted preferred guidance. synergies growth carve-out operational EPS ~80% dividend (3) was intransac
Slide 20: New standards in health care
new standards in health care
Slide 21: Seeing is believing
M|Mylan Seeing is believing