Jazz Pharmaceuticals Plc · NASDAQ:JAZZ
Jazz Pharmaceuticals — Merger or Acquisition (December 2013)
22 slides from Jazz Pharmaceuticals's merger presentation, Dec 19, 2013
Slide 1: Acquisition of Gentium Adds Defitelio, an EMA-approved orphan drug
Exhibit 99.2 Acquisition Adds Overview December Defitelio, Presentation 19, of 2013 Gentium an EMA-approved orphan drug
Slide 2: Forward-Looking Statements and Safe Harbor
Forward-Looking “Safe This Shares conditions, statements forward-looking risk company, difficult proposed achieve well marketed increasingly pharmaceutical including 2update that as presentation Harbor” any and other the to the transaction products, risks in including are conduct forward-looking the
Slide 3: Strategic Rationale
Strategic Rationale Jazz Pharmaceuticals” Innovation that performs
Slide 4: Executing Jazz Growth Strategy
Executing January Merger Azur June Orphan Acquired Agreement March JZP-386 Jazz Pharmaceuticals 4Founded Licensed 2005 Pharma 2003 with Medical 2012 Defitelio™ on with February Growth from Concert February Solvay Acquired Strategy 2007 Pharmaceuticals 2013 June Acquisition 2012 Expect EUSA of Gentiu
Slide 5: New Addition to our Commercial Portfolio: Defitelio
New Addition SLEEP 5HEMATOLOGY/ (defibrotide) Defitelio™ ONCOLOGYPAIN PSYCHIATRY to our Commercial Portfolio
Slide 6: Gentium Multinational Product Opportunity
Gentium Multinational Product Opportunity Unmet commercial Specialty—Concentrated Focus —Small —Complex, Exclusivity Shareholder •Value 6EU Marketing Rights First Leverages Orphan Complex Plan Expected = European •to Hematology/Oncology drug Need Attractive •in and finance Transaction designation Po
Slide 7: Gentium History and Product Focus
Gentium History Product Lead Como, Facts •(Como, 7GMP Focus NASDAQ Headquarters: GMP ~75 •= employees Italy Commercial plant Good on •Italy) • S.p.A. Founded Defitelio™ developing listed producing Manufacturing Como, Background ADSs: 1993 operations: (defibrotide) compounds Italy APIGENT sold Proces
Slide 8: Clinical Overview
Clinical Overview Jazz Pharmaceuticals” Innovation that performs
Slide 9: About Veno-Occlusive Disease (VOD)
About A caused conditioning -fibrosis, morbidity 100-day Studies VOD Already transplants1 national There 91toThought Endothelial Severe Coppell life-threatening patients is are Veno-Occlusive by have approximately widely treatment and mortality VOD no JA, and to chemotherapy viaultimately begin appr
Slide 10: Defibrotide Efficacy in Severe VOD: Phase III Results
Efficacy Defibrotide Phase Treatment (n=102)(n=32) p=0.0131* p=0.0341** *p On-going Interim Severe 50% (n=284) 30% 35% 40% 45% Complete 0% 5% 10% 15% 20% 25% Day ***Kaplan-Meier CR 21hemorrhage, VOD 10PG value n=24/102 rate +100 + 38% 24% 9% 48% 29% Richardson =III 100 VOD Analysis2 Veno-Occlusive i
Slide 11: Gentium Pipeline After Transaction
Clinical After Name JZP-386 SLEEP HEMATOLOGY/ONCOLOGY Defibrotide Leukotac Erwinaze Asparec ALL 11 =Gentium Indication Acute Development ALL Narcolepsy ALL—IV ALL Steroid Prevention Lymphoblastic Transaction in Preclinical AYA Refractory Admin Pipeline population of VOD Completed Phase aGvHD Leukemi
Slide 12: Commercial Opportunity
Commercial Opportunity Jazz Pharmaceuticals” Innovation that performs
Slide 13: Defibrotide Regulatory Status and Commercial Rights
About EU/ROW severe EMA’s countries Drug Defibrotide distribution Physician Existing Orphan U.S./AMERICAS Received Not Rights EU Food 13 Marketing =FDA status and European Defibrotide VOD; in COMP Drug relationships U.S./Americas approved—currently U.S. Drug familiarity for is partnerships launch St
Slide 14: Estimated HSCTs Worldwide by Region
Approximately Estimated 19,500 U.S. (12%) 7,600 ROW (31%) Sources: (57%) Transplantation. Marrow 14 35,200 EUTransplant (1) WWPassweg 62,300 HSCTs 2009;43:275-291. Research JR, Hematopoietic in et 2013, al.(CIBMTR) Bone by doi:10.1038/bmt.2009.7; Major Marrow Stem database, Region Cell Transplantati
Slide 15: Estimated VOD Patient Population Size
Estimated Size 30,000 35,000 35,2001-5 40,000 20,000 Population 5,000 6,3005 010,000 Transplants Defibrotide undergoing Sources: Transplantation. Transplant. 15Hematopoietic 25,000 3,6006 Pediatrics (1) VOD 15,000 2010;16(2):157-68 hematopoietic is (HSCT) Passweg approved Patient 2009;43:275-291. St
Slide 16: Financial Review
Financial Review Jazz Pharmaceuticals” Innovation that performs
Slide 17: Transaction Details and Financing
Transaction Offer revolver Financing—Committed —Expect Roadmap •Completion VWAP 17 Total Offer Plan Pro Share Entered Expect forma Details to consideration price =repurchases borrowings to finance Volume-Weighted into interest toclose leverage Summary •approximately of •Plan support 26% $57 with ten
Slide 18: Expected Financial Impact on 2014
Financial Total 2014E1 Defibrotide SG&A R&D Non-GAAP Adjusted Expected 21API 18Incremental Expected sales =Revenues $5—7M Active $15—17M effective to Impact $8M to sales Adjusted bePharmaceutical be impact accretive $50—60M dilutive of $42—52M tax Gentium to Operating EBITDA rate Jazz to onin non-GA
Slide 19: Expected Strategic and Financial Benefits
Expected Strategic Synergistic EPS 19 – augments fit Benefits with with and earnings anToattractive enhances Jazzgrowth financial ourprofile Hematology/Oncology profile Balance sheet remains business strong Leverages our corporate structure Grows and diversifies our revenue base Increases short-term
Slide 20: Additional Information on the Tender Offer
Additional The for subsidiary and Transmittal become Letter security Pharmaceuticals (iii) www.jazzpharmaceuticals.com In Solicitation/Recommendation reports information SEC 20 addition informational Gentium sending tender atofor http://www.sec.gov. available holders Transmittal other will Informati
Slide 21: Non-GAAP Financial Measures
Non-GAAP This from EBITDA proposed expense applicable. comparable necessary debt effort. estimated 21 expense presentation the The and proposed as business adjusted valuation amount Reconciliations GAAP Financial GAAP associated that contains will combination business EBITDA of measures net R&D ofsu
Slide 22: Jazz Pharmaceuticals Innovation that performs
Jazz Pharmaceuticals Innovation that performs
Jazz Pharmaceuticals — Merger or Acquisition (December 2013) on 6ix