Perrigo Company plc · NYSE:PRGO
Perrigo — Merger or Acquisition (March 2010)
13 slides from Perrigo's merger presentation, Mar 23, 2010
Slide 1: Perrigo to Acquire PBM Holdings
Perrigo to Acquire PBM Holdings March 23, 2010 Quality, Affordable Healthcare Products
Slide 2: Forward Looking Statements
Forward Looking Statements Certain statements in this presentation are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Company’s future
Slide 3: Transaction Rationale
Transaction Rationale • Consistent with our Strategic Plan - growth through adjacent categories; infant nutrition is the largest adjacent OTC product category for Perrigo • Growing, high-margin business with a comprehensive portfolio and proven ability to innovate • High barriers to entry – Manufact
Slide 4: PBM Overview
PBM Overview Background Current Statistics • Formed in 1997 by Paul B. Manning, based • 2009A Net Sales • $266.4 M upon an exclusive Supply Agreement with Wyeth • SKUs • ~370 • Purchased Wyeth manufacturing assets in • Formulations • 40 2005 • Retail Customers • > 55 • Headquartered in Gordonsville,
Slide 5: Strong Market Growth
Strong Market Growth • PBM sells store brand and branded products in the global children’s nutrition and infant formula market. • The global market for these products has expanded from an estimated $12 billion in 2003 to an estimated $23 billion in 2009. Global pediatric nutrition industry sales ($b
Slide 6: Quality – State-of-the-Art Manufacturing
Quality – State-of-the-Art Manufacturing • FDA-approved, ISO-9001:2000-certified, infant formula manufacturing facility in Georgia, Vermont. • 212,000 square foot facility • Certified for organic, kosher and halal formula production • Devoted primarily to powdered infant formula manufacturing • Acqu
Slide 7: Customer Service – High Value Comparable Products
Customer Service – High Value Comparable Products Hypo- Term Gentle Soy allger. Toddler Spit up Premature Organic Prebiotic Probiotic Mead Johnson None None Abbott Labs. None Nestle None None None None None PBM Estimated late 2010 Note: Nestle markets all their formulas as gentler on digestion Sourc
Slide 8: Innovation - Proven Ability to Innovate
Innovation - Proven Ability to Innovate • PBM’s world class R&D organization has introduced more than 90 new products and formulations since 1997 • Product offering has grown from 7 SKUs in FY1997 to ~370 SKUs today Product Overview • First to duplicate the exact nutritional label claims as the lead
Slide 9: Low Cost – Saving Consumers Money, Increasing Retailer Profits
Low Cost – Saving Consumers Money, Increasing Retailer Profits • PBM provides high-quality, national brand-equivalent products at competitive wholesale prices • Up to 50% savings to consumers • Up to 4x higher margins at retail Consumers Retailers $25 $25 $0.99 4% $20 Margin Consumers save up to $20
Slide 10: Transaction Details
Transaction Details • $808 million all cash offer §338(h)(10) tax savings – NPV of $150 million Implied transaction cost of $658 million • Financing Cash on hand Existing credit facilities New long-term senior debt • At a minimum, $0.10 accretive to GAAP EPS in fiscal 2011 ROIC accretive
Slide 11: Appendix
Appendix Quality, Affordable Healthcare Products
Slide 12: Table I: Reconciliation of Non-GAAP Measures
Table I Reconciliation of Non-GAAP Measures (dollars in thousands) Perrigo (unaudited) LTM 12/26/2009 Net cash from operating activities $ 381,858 Changes in operating assets and liabilities, net of asset and business acquisitions (86,453) Other non-cash expenses (30,428) Interest expense, net 25,86
Slide 13: Table I, Continued
Table I, Continued Reconciliation of Non-GAAP Measures Perrigo PBM (dollars in thousands) LTM LTM (unaudited) 12/26/2009 12/31/2009 Total Net cash from operating activities $ 381,858 $ 59,493 $ 441,351 Changes in operating assets and liabilities, net of asset and business acquisitions (86,453) (5,65