Mayne Pharma Group Ltd. · ASX:MYX
Mayne Pharma — Merger or Acquisition (February 2015)
34 slides from Mayne Pharma's merger presentation, Feb 10, 2015
Slide 1: Acquisition of Doryx and selected generic product transactions
For personal use only Acquisition of Doryx® and selected generic product transactions Mayne Pharma Group Limited 10 February 2015 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Slide 2: Important Notice and Disclaimer
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Important Notice and Disclaimer For personal use only The following notice and disclaimer applies to this presentation (Presentation) and you are therefore advised to read this carefully before reading or making any other use of this Presentation
Slide 3: Important Notice and Disclaimer (cont)
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Important Notice and Disclaimer (cont) For personal use only This Presentation is current as at the date on the cover page. The information in this Presentation, therefore, remains subject to change. In addition, this Presentation may contain stat
Slide 4: Executive Summary
Executive Summary Agreement to acquire Doryx® - spearheading Mayne Pharma’s US Specialty Brands Division - and restructuring of For personal use only two existing Mayne Pharma US generic products for a combined consideration of up to US$65.7m1 Acquisition of Agreement to acquire assets relating to D
Slide 5: Doryx acquisition overview
For personal use only Doryx® acquisition overview 5
Slide 6: Acquisition overview
Acquisition overview For personal use only ● Acquisition of Doryx® assets from 26 February 2015 comprising U.S. marketing rights, trademark, marketing materials and medical, clinical and technical data for US$50m − Additional US$8m in start-up costs and investment in working capital Deal summary ● A
Slide 7: Doryx competes in the attractive US acne market
Doryx® competes in the attractive US acne market For personal use only Doryx® TRx Volume by Specialty Doryx® is Doxycycline Hyclate, a delayed-release tablet Other, 4% incorporating Mayne Pharma’s drug delivery know-how and is Primary Care, indicated for adjunctive therapy in the management of sever
Slide 8: Doryx weekly prescriptions
For personal use only 0 10000 12000 2000 4000 6000 8000 Source: IMS Health 25-Jan-13 8-Feb-13 22-Feb-13 8-Mar-13 22-Mar-13 5-Apr-13 19-Apr-13 3-May-13 17-May-13 Ave TRx ~ 8,700 Doryx® weekly prescriptions 31-May-13 14-Jun-13 28-Jun-13 12-Jul-13 26-Jul-13 200mg Launch Doryx® 9-Aug-13 23-Aug-13 6-Sep-
Slide 9: US Specialty Brands Division: building from dermatology
For personal use only US Specialty Brands Division: building from dermatology 9
Slide 10: Introducing Mayne Pharma's US Specialty Brands Division
Introducing Mayne Pharma’s US Specialty Brands Division For personal use only Mayne Pharma US Operations Pharmaceuticals Contract Services US Generic Products US Specialty Brands Metrics Contract Services Description Develops, manufactures, markets Responsible for the marketing and Provides contract
Slide 11: Specialty Brands Division will initially focus on dermatology and expand over time
Specialty Brands Division will initially focus on dermatology and expand therapeutic focus over time For personal use only ● Mayne Pharma’s therapeutic platforms will be built from products that leverage the Company’s development and manufacturing capabilities Dermatology ● The commercial infrastruc
Slide 12: Expanded US leadership team built on strong industry experience
Expanded US leadership team built on strong industry experience For personal use only Stefan Cross President, Mayne Pharma USA Chris Schneider Andy McClenaghan John Ross US Generic Products Specialty Brands Metrics Contract Services ● Previously led Warner Chilcott’s US Commercial Operations ● At Wa
Slide 13: Sharing commercial services across the US product divisions
Sharing commercial services across the US product divisions For personal use only Specialty Brands Generic Products promoted branded products multisource generics 66-person dermatology field sales team Key account management Product management New product portfolio management New product portfolio m
Slide 14: Generic product transactions
For personal use only Generic product transactions 14
Slide 15: Overview of US generic product transactions
Overview of US generic product transactions Unique opportunity to maximise control and profit from these existing Mayne Pharma niche products For personal use only through combination of acquisition and restructuring of legacy arrangements Background Methamphetamine market (US$m) ● Methamphetamine a
Slide 16: Mayne Pharma financials
For personal use only Mayne Pharma financials 16
Slide 17: Trading update
Trading update For personal use only Preliminary 1H15 Results (A$m)1 Revenue 59.5 Revenue was down 15% on pcp and EBITDA was significantly lower Underlying EBITDA 14.4 - 14.7 Result reflects the reduction in revenue of US Doryx® as Reported EBITDA 13.2 - 13.6 foreshadowed during the first half R
Slide 18: Financial overview of acquisitions
Financial overview of acquisitions Acquisition of Doryx® For personal use only Acquisition price of US$50m and start up costs and working capital investment of US$8m (US$3.4m of one-off establishment costs for the Specialty Brands Division budgeted for 2H15) Across transition period (for approx.
Slide 19: Acquisition funding
For personal use only Acquisition funding 19
Slide 20: Acquisition funding
Acquisition funding For personal use only ~A$105m underwritten 1-for-3.45 pro-rata accelerated non-renounceable entitlement offer (Entitlement Offer)1 Institutional tranche (Institutional Entitlement Offer) expected to raise approximately A$60m Retail tranche (Retail Entitlement Offer) expecte
Slide 21: Sources and uses of funds
Sources and uses of funds For personal use only Sources & Uses (A$m)1 SOURCES USES Entitlement Offer 105 Acquisition of Doryx®, start up costs and working capital investment 74 2 Placement 10 Generic product transactions 19 Business and product development opportunities 17 Transaction costs 5 Total
Slide 22: Equity raising timetable
Equity raising timetable For personal use only Trading halt and announcement of acquisition and Entitlement Offer Tuesday 10 February 2015 Institutional Entitlement Offer opens Tuesday 10 February 2015 Institutional Entitlement Offer closes1 and bookbuild for Placement shares and institutional short
Slide 23: Key risks
For personal use only Key risks 23
Slide 24: Key risks
Key risks This section discusses some of the risks associated with an investment in Mayne Pharma. Mayne Pharma's business is subject to a number of risk factors both For personal use only specific to its business and of a general nature which may impact on its future performance and forecasts. Befor
Slide 25: Key risks (cont)
Key risks (cont) For personal use only Operational risks (continued) Product liability Mayne Pharma’s business exposes it to potential product liability risks that are inherent in the marketing and use of its products and as and uninsured such Mayne Pharma has secured insurance to cover various prod
Slide 26: Key risks (cont)
Key risks (cont) For personal use only Operational risks (continued) Relationships Mayne Pharma remains exposed to competitor pressures in retaining and attracting customers. The loss of a key customer, the inability with customers to renew contracts on similar terms, or the inability of the busines
Slide 27: Key risks (cont)
Key risks (cont) Acquisition risks For personal use only Completion of the Doryx® transaction is expected to be on or around 26 February 2015. If the acquisition does not complete for any Completion risk reason, Mayne Pharma will consider options in relation to the use of the funds raised under the
Slide 28: Key risks (cont)
Key risks (cont) Acquisition risks (continued) For personal use only Integration risk The acquisition involves the integration of the Doryx® business, which has previously operated independently to Mayne Pharma. As a result, there is a risk that the integration of Doryx® may be more complex than cur
Slide 29: Key risks (cont)
Key risks (cont) General risks For personal use only Share price The market price of Mayne Pharma Group shares will fluctuate due to various factors, many of which are non-specific to Mayne Pharma fluctuations Group, including recommendations by brokers and analysts, Australian and international gen
Slide 30: Key risks (cont)
Key risks (cont) General risks (continued) For personal use only Change in Mayne Pharma Group is subject to the usual business risk that there may be changes in accounting policies which impact Mayne Pharma accounting policy Group. Asset As a consequence of the global financial crisis, ASIC has spec
Slide 31: Foreign Selling Restrictions
Foreign Selling Restrictions International Offer Restrictions For personal use only This document does not constitute an offer of new fully paid ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. New Shares may not be offered or sold in any country outsi
Slide 32: Foreign Selling Restrictions (cont)
Foreign Selling Restrictions (cont) For personal use only Singapore This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other do
Slide 33: Foreign Selling Restrictions (cont)
Foreign Selling Restrictions (cont) For personal use only European Economic Area – Germany and Netherlands The information in this document has been prepared on the basis that all offers of New Shares will be made pursuant to an exemption under the Directive 2003/71/EC ("Prospectus Directive"), as a
Slide 34: Foreign Selling Restrictions (cont)
Foreign Selling Restrictions (cont) Ireland For personal use only The information in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filed with or approved by any Irish regulatory authority as the information has not been prepared in
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