Elan Corp. · TSE:6099
Elan — Merger or Acquisition (July 2013)
22 slides from Elan's merger presentation, Jul 29, 2013
Slide 1: Perrigo Company to Acquire Elan to Create Premier Global Healthcare Company
Quality Affordable Healthcare Products™ Perrigo Company to Acquire Elan to Create Premier Global Healthcare Company Exhibit 99.2
Slide 2: Important Information
Important This sale, Perrigo addition, STATEMENT IMPORTANT Holdco, website Perrigo, Agreement. 2013, on its was of or statement/prospectus 2Quality stockholders, otherwise, Quarterly 5 filed June document issuance, itsand Affordable at Elan, Perrigo Report awith 2013. Information www.perrigo.com www
Slide 3: Perrigo Forward Looking Statements
Perrigo This business, Statements ‘intends’, are involve future associated contemplated complete reasonable demand Perrigo’s SEC 3Quality not document and circumstances the Forward Affordable known for in periodic strategy the ‘aims’, with exclusive terms; that other Perrigo’s, transactions byinclud
Slide 4: Elan Forward Looking Statements
Elan This could on future 4Quality Form presentation Forward cause events Affordable 20-F actual or –and Looking otherwise. contains our results Healthcare Forms Statements toforward-looking differ 6-K Products™ filed materially with,statements or from furnished those about described to, the Elan’s
Slide 5: Statements required by the Irish Takeover Rules
Statements The immediate in Barclays, and matters Your Citigroup Prudential with will Davy providing Morgan acting agents described Ondra affiliates their 5Quality this no Perrigo they such clients attention and as document LLP, will one described Affordable Stanley and financial be which in Global
Slide 6: Acquisition Summary
Acquisition Perrigo Combines Creates Furthers Diversifies 1Financially 6Quality + 1 is to Affordable at industry-leading platform least acquire two business compelling Summary great 3 for Elan Healthcare and companies international instrengthens global a cash Products™ healthcare toand create expans
Slide 7: Compelling Value for Elan and Perrigo Shareholders
Details Receive Access domicile Compelling Elan in Quality 7*Tysabri FY08 shareholders to Affordable escalating to After isa 21.6% marketed Phase Value value tax will II for in operational royalty Healthcare central FY12 and Perrigo Elan receive distributed stream shareholders Market nervous shareho
Slide 8: Perrigo Capabilities
PerrigoCapabilities FY2012 CHC Nutritionals Rx Focused API Percent Global Quality, 8Qualityleader –Affordable of R&D, Portfolio on Portfolio Total complex inManufacturing, Revenue: Revenue:~ store generic by of Healthcare and Sales Leading brand extended vertically ~($3.17B) 7% OTC infant 57% 16% 20
Slide 9: Perrigo Strong, Consistent Financial Performance
Perrigo Revenue, in FY2008 $100 $200 $300 $400 $600 $700 21.6% $3,173 19.6% $2,755 18.0% $2,268 14.6% $2,006 13.8% $1,727 $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 Annual Operating 4Adjusted Quality 9*see Year millions attached Adjusted Revenue Operating –Revenue Affordable FY2009 Operating
Slide 10: Elan Overview
Founded Elan’s Tysabri®: Pipeline: Minority Elan Quality 10 Overview is current headquartered Affordable in ELND005 Investments: royalty 1969, business Elan stream Healthcare neuropsychiatric in NewBridge, is portfolio Dublin, on a publicly-traded theProducts™ Multiple Ireland primarily Prothena, pr
Slide 11: Elan MS Market Dynamics
Elan MS Most ~400K-500K WW ~$16.4B 2012 11 11% $1,564M 12% $1,632M 17% $2,434M 21% $2,912M 29% $4,027M 1% $159M 9% $1,195M Quality (1) is–MS Tysabri® Global common aElan Multiple Affordable chronic in market estimates 2017 MS patients cause Global Sclerosis autoimmune was Market: (~3.5% Healthcare o
Slide 12: Tysabri Commercialized Globally by Biogen Idec
Tysabri® 2012 FDA Commercialized Compelling As Safety Quality 12 ofapproved Tysabri® 12/31/2012, (REMS) Affordable (Natalizumab) efficacy for Global and globally ~72,500 Relapsing Healthcare biologic net–by sales Blockbuster patients Biogen profile forms Products™ >$1.6B on of raises Idec MS Tysabri
Slide 13: Tysabri Royalty Highly Valuable
2012 royalty 19% Tysabri® Current Steps 25% Highly Strong *Company Quality 13 CAGR Tysabri® up top patent valuable Affordable 12% toroyalty (Natalizumab) line estimates 18% over on royalty protection growth Global net and after agreement the Healthcare sales unique on past using May net global –abov
Slide 14: Potential Growth Opportunities
PotentialAffordable Opportunities ELND005 Quality 14 Tysabri® neuropsychiatric for further Growth additional Healthcare expansion program indication: Products™ ofinTysabri® Phase Secondary 1st line II and as indication approved Progressive Janssenfor Al forJC collaboration MS allVirus geographies ne
Slide 15: Proposed Transaction Details
Proposed “New Each Elan Net Perrigo Expected Quality 15 ofshares Elan Perrigo Perrigo” Elan’s shareholders Affordable Transaction closing share valued share balance acquires exchanged byat exchanged Healthcare the to $16.50 sheet Details own shares endcash, into ~71% of represents into Products™ of
Slide 16: Financing Secured; Plans to Delever
Financing Secured Plans Cash Quality 16 flow toAffordable refinance $4.35 Strategy generation billion the Healthcare profile in bridge fullyborrowings allows committed Products™ for delevering through underwritten new to ~2.2X debt bridge issuances within financing 18-24 andcommitments the months us
Slide 17: Corporate Structure and Approvals
Corporate Enacted Subject Typical Proxy/Registration End New Quality Elan Perrigo 17 Structure Shareholders Perrigo and Shareholders Affordable U.S. to under Redomicile approval Elan merger Shares “Scheme to Statement; Healthcare be of 71% 29% process Irish combined of Arrangement” High forMajority
Slide 18: Combined Company Capital Structure
Combined Utilizing Broad, At New *~$3.25B that Quality 18Of close, when total Perrigo diversified Affordable New $1.9 $16.50/share multiplied company Corporate shares billion Perrigo offering Healthcare outstanding profile by inexpected consideration, Capital cash Elan’s tosupportive from now Produc
Slide 19: Compelling Value for Elan and Perrigo Shareholders
Details Access Receive Opportunity After Tax Compelling Elan Perrigo Market Quality 19 rate shareholders taxto leadership FY08 adjusted Affordable escalating U.S.$1.9 tooperational amigrate Phase Value value to–enhance FY12 operating billion will II for position royalty Healthcare tocentral synergie
Slide 20: Questions / Appendix
Quality Affordable Questions 20 / Appendix Healthcare Products™
Slide 21: Reconciliation of Non-GAAP Financial Measures
Table RECONCILIATION (in FY Consolidated Reported Acquisition-related Deal-related Impairment Inventory Investment Loss Restructuring Net Earnings Write-offs Adjusted Quality 21 thousands, 2007* sales charge on I PERRIGO Affordable asset associated gross selling general operating income $1,367,717 s
Slide 22: Additional Implementation Disclosures
Additional Implementation Appendix made The (www.elan.com). Acquisition nominees, companies been This Any Shareholders Pursuant Quality 22 release, response document prepared inAffordable the toIII trustees involved Disclosures Rule Rule are publication to and in indoes should has not the of relatio