Pfizer, Inc. · NYSE:PFE
Pfizer — Merger or Acquisition (November 2015)
22 slides from Pfizer's merger presentation, Nov 23, 2015
Slide 1: Pfizer and Allergan to Combine
Pfizer and Allergan to Combine Creating a New Global Biopharmaceutical Leader November 23, 2015
Slide 2: Information Related to This Communication
Information Related to This Communication NO OFFER OR SOLICITATION This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or ap
Slide 3: Forward-Looking Statements
Forward-Looking Statements Pfizer Cautionary Statement Regarding Forward-Looking Statements This communication contains certain forward-looking statements with respect to the proposed transaction between Pfizer and Allergan. These forward-looking statements can be identified by the fact that they do
Slide 4: Forward-Looking Statements
Forward-Looking Statements Allergan Cautionary Statement Regarding Forward-Looking Statements Statements contained in this communication that refer to Allergan’s anticipated future events, estimated or anticipated future results, or other non- historical facts are forward-looking statements that ref
Slide 5: Irish Takeover Rules and Non-GAAP Financial Information
Irish Takeover Rules and Non-GAAP Financial Information Applicability of the Irish Takeover Rules As the transaction constitutes a "reverse takeover transaction" for the purposes of the Irish Takeover Panel Act, 1997, Takeover Rules, 2013, (the "Irish Takeover Rules"), Allergan is no longer in an of
Slide 6: Creating a New Global Biopharmaceutical Leader
Creating a New Global Biopharmaceutical Leader Best-in-Class Businesses Enhances Growth Profile • Bolsters top-tier innovative biopharma • Strengthens top-line growth potential business with leadership positions in new therapeutic areas of growth • Deep pipeline of innovative therapies • Creates the
Slide 7: Pfizer has Been on a Consistent Path to Create Best-in-Class Innovative and Established Businesses
Pfizer has Been on a Consistent Path to Create Best-in-Class Innovative and Established Businesses 2010-2013 2013-2015 2015+ Focus on core Build two pharma Optimize our two 2015 pharma pharma business and businesses with businesses while fully utilizing unlock trapped value distinct capabilities ent
Slide 8: Allergan Accelerates Pfizer's Strategic Objectives
Allergan Accelerates Pfizer’s Strategic Objectives Strong innovative category leadership with Enhance Category Leadership durable flagship franchises built on exceptional customer connections Multiple drivers of innovative growth across Generate Sustainable Growth a broad mix of payer types Potentia
Slide 9: A Strong Foundation From Which to Build
A Strong Foundation From Which to Build 2015E Pro Forma • ~$48 billion1 • ~$16 billion2 Revenue Powerful Global • ~30,000 U.S. colleagues • ~10,000 U.S. colleagues3 Capabilities • ~65,000 ex-U.S. colleagues • ~5,000 ex-U.S. colleagues3 and Reach Enhanced • Oncology • Rare Diseases • Aesthetics & Der
Slide 10: Allergan is a Growth Pharma Leader
Allergan is a Growth Pharma Leader Characteristics that Define Our Exceptional Company Sustainable Growth Platform with Category Leadership Double digit branded sales growth1 Double Digit Product line depth and category leadership Innovative Revenue Growth2 Productive investment in R&D through focus
Slide 11: Allergan's World-Renowned Brands
Allergan’s World-Renowned Brands U.S. & Canada International Eye Care Neuroscience Aesthetics & Dermatology GI Women's Health Urology Anti-Infectives Other (including CV) 11
Slide 12: More Than 70 Mid-to-Late Stage Development Opportunities in Key Therapeutic Areas
More Than 70 Mid-to-Late Stage Development Opportunities in Key Therapeutic Areas Urology Anti-Infective Dual DARPin® AMD DARPin® AMD Tripligan (MMT) Ocular HTN & Glaucoma SER-120 Adult Nocturia Viberzi GI Dalbavancin ABSSSI Single Dose FPR2 Agonist Dry Eye Disease DARPin® SR AMD LiRIS Interstitial
Slide 13: Why Combination is Attractive for Allergan Stakeholders
Why Combination is Attractive for Allergan Stakeholders Accelerates strategy to move up the value chain and creates a new leader in innovative biopharmaceuticals Leverages long-term upside of enhanced combined innovative pipeline Ability to leverage Pfizer’s global scale to maximize value of Allerga
Slide 14: Transaction Overview
Transaction Overview Purchase • $160B transaction, based on 11.3 shares of the combined company for Price each Allergan share, implying a price of $363.63 per Allergan share1 Name and • Pfizer and Allergan will be combined under the existing Allergan entity Relative and the continuing company will b
Slide 15: Transaction Overview – continued
Transaction Overview – continued The Combination is at an Combined Company Implied Price of $363.63 per Allergan Share1 Renamed Pfizer plc2 Using Existing Irish Allergan TopCo 1 Allergan increases amount of its authorized Pfizer plc share capital, and… ~56%3 Pro Forma 2 Allergan effects an 11.3-for-
Slide 16: Transaction Overview – continued
Transaction Overview – continued • Global operational headquarters in New York Location • Maintain Allergan’s Irish domicile • Unanimously approved by both Boards • Pfizer plc’s Board is expected to have 15 directors, consisting of all of Pfizer’s 11 current directors and 4 current directors of Alle
Slide 17: Financial Highlights
Financial Highlights Enhanced Growth • Enhances top- and bottom-line growth profile of both innovative and established businesses Profile Synergy • More than $2B in expected peak annual operating synergies Capture • Full synergies are projected to be achieved over the first 3 years post-close Compel
Slide 18: Best-in-Class Innovative Business
Best-in-Class Innovative Business Expands Innovative Category Leadership With Strong Flagship Products Selected Oncology Vaccines Cardio Rare Disease Inflammation & Aesthetics & Eye Care Brands Metabolic Immunology Dermatology Pfizer + Allergan Projected to Generate Sustainable Innovative Growth Str
Slide 19: Top-Tier Growth Pharma Business Positioned for Sustained Long-Term Leadership
Top-Tier Growth Pharma Business Positioned for Sustained Long-Term Leadership 2016E – 2020E Consensus1 Expected Innovative Business Growth Innovative Business Revenue CAGR Sustained by Strong Pipeline High Single Digit Over 100 innovative mid-to-late stage programs in clinical development Mid Single
Slide 20: The World's Leading Established Products Business
The World’s Leading1 Established Products Business Pro Forma Scale and Complementary Capabilities Maximize the Combined Established Products Portfolio Combined Scale Combined Capabilities • Increased scale • Durable mature product franchises in key therapeutic areas including CV, neuroscience, pain,
Slide 21: Combined Proven Track Record of Successful Integration
Combined Proven Track Record of Successful Integration Long History of Successful Integration of Transformational Business Combinations Immediate focus on early integration planning Will identify best-of-the-best of both organizations Complementary corporate cultures will enable colleagues to build
Slide 22: Key Takeaways
Key Takeaways A Compelling Combination Best-in-Class Businesses Enhances Growth Profile Increases Financial Flexibility Preserves Future Optionality 22