Bausch Health Companies Inc. · TSX:BHC
Bausch Health Companies — Valeant Pharmaceuticals International — Merger or Acquisition (June 2014)
19 slides from Bausch Health Companies's merger presentation, Jun 2, 2014
Slide 1: Revised Offer for Allergan
Revised June 2, 2014 Offer for Allergan
Slide 2: Forward-looking Statements
Forward-looking This are transactions, company’s “would,” variations cause in uncertainties results not with strategy including innovation commercialization through manner, the All these 1circumstances the not SEC. limited forward-looking Valeant; communication forward-looking actual company’s to li
Slide 3: Additional Information and Non-GAAP Information
More ADDITIONAL This to (“Pershing communication connection HOLDERS PROSPECTUS, THEY be by Valeant Information in definitive Non-GAAP To acquisition-related amortization extinguishment strategic comparison 2comparable amailed respect Valeant supplement proposal communication Information WILL proposa
Slide 4: Recent Conversations With Shareholders
Recent Pershing 10 Six 334 investors of the Conversations Square top 10 attended non-index With two Shareholders investors in-person representing meetings on ~29% Thursday HedgeLong-Only Fund and arbitrageurs’ meeting meeting
Slide 5: What Allergan Shareholders Said
WhatAllergan Shareholders 4that 6 of themanagement believe are Topextremely 10 that Allergan the was disappointed proposed Shareholders not willing merger with toSaid listen how is highly OnAllergan Thursday strategic has handled and creates the process enormous andshareholder how they have valueatt
Slide 6: What Allergan's Shareholders Wanted
What Allergan’s Shareholders 5closes Shareholders wanted Largest wanted $180 Shareholders oftovalue, understand without Saida On path assuming Thursday to completion an increase if Allergan in Valeant’s continues stock price to stand Shareholders in the way believe that Valeant’s stock price will in
Slide 7: Response to Allergan Shareholders' Feedback
On Friday Pershing $180.90 ~$600mm 6100% allfor Square’s Square stock morning, ofother immediate election, offered shareholders Response Pershing not to value contribute subject toSquare, contribution Allergan Pershing tosignificant acting proration, Shareholders’ Square in the committed, increasing
Slide 8: Revised Path Forward
Pershingpath Revised 7Overwhelming Square’s forward shareholder Responsesupport to Allergan for the Shareholders’ transaction removes Feedbackthe need for a referendum Today, Pershing Square is launching the Special Meeting solicitation process Valeant is preparing to launch an exchange offer
Slide 9: Special Meeting Timeline
Junebelieve July We 8Special 31st: 2nd: 30th Meeting –Preliminary Company the Julyearliest Timeline Date up 24th: to confirms 120 proxy Special datedays, allowing filed solicitation Meeting a with delay forSEC solicitation of shareholders isup compliant June to Nov. 12th andto 4th (1 –delivery prope
Slide 10: Special Meeting and Board Directorships
Special At §board “If, Court 9directorships, 223 the at (c) refuses of the Special Meeting Chancery provides timeto or Meeting, ofappoint tofilling in may, replace relevant shareholders upon any these the vacancy part: application new directors directors, can or chosen any vote of newly any sharehol
Slide 11: How Valeant's Revised Proposal Offers Substantial Value
How Valeant’s $72 Or, $14.97 What $0 2$12.6 10 14.97 $9.01= cash X ifofSome $72 Valeant’s standalone incash of =2014 earnings .83 1.38 revised Valeant ofLarge per cash xEPS x10.85 proposal share 10.85 AGN proposal per is Shareholders 2014 Guidance reinvested 2014 AGN $9.01 2014 offers: earnings offe
Slide 12: Pershing Square Equity Election Calculation
Demonstrates Valued Equity Valeant Cash Square Stock Ratio All-Stock Pershing 11 +of XConsideration $131 at .83 Per the =Square’s Valeant’s Equity =Share May X $108.90 Confidence 1.22659 29th +Per Stock election May Cash Calculation $72 Share closing =Election 30th =$160.94 in =isTotal $180.90 Excha
Slide 13: Pro Forma Blended Equity Value
Demonstrates If Equity Valeant Cash Square Stock $10.85 All-Stock Pro-Forma Blended 1Source Pershing 12 Valeant’s +XConsideration x$180 .83 Per =Unaffected 16.8 Square’s Equity Management =2014 stock Share X$149 Confidence p/e 1.22659 EPS trades = +Per Stock stock $72 $182 Cash 2014 Calculation =Sha
Slide 14: Accelerated Timeline Reduces Uncertainty
Rather than seeking Importantly, 13 an accelerated to delaytimeline the inevitable, also reduces Allergan’s uncertainty board should for Allergan negotiate employees, with Valeant customers, immediately and shareholders
Slide 15: Revised Cash Proposal Remains Open
Revised Cash 0.83 Remain Open Allows Pershing 14 Shares of toValeant $72.00 willing negotiation other Proposal Square ofalternatives, Valeant per tohas will offer add share on confidence take Contingent stock details more all i.e.stock cash of sale that the Value to and where VRX structure other rec
Slide 16: Financial Impact
Financial New Assumes Cash Net Total Current Ownership ~3.7x 15 Debt Valeant EPS netAllergan debt the Impact Accretion transaction Pro of ~$34 shareholders Forma relative billion Cash closed toat EPS tostandalone and closing; ownfull 44%synergies expected Valeant of combined realized net ~25%leverag
Slide 17: Value to Allergan Shareholders
Value Allergan Stand-alone $120.13 Valeant “See-through” Cash Pro If Total Premium 1. FactSet New Based Forma EPS value ofValeant Proposal to an on Standalone to Accretion Cash $122.05 per Allergan the unaffected unaffected1 Allergan value Allergan trades unaffected EPSper relative vs. as Share: of
Slide 18: Next Steps
Nextare Merger We Preparing Intend 17 will remain Steps to taking agreement continue commence contemporaneously make registration ready - Valeant steps required tocould to sit run talk exchange statement launch down our antitrust to be/ business signed listen with file exchange offer and filings pro
Slide 19: Revised Offer for Allergan
Revised June 2, 2014 Offer for Allergan
Valeant Pharmaceuticals International — Merger or Acquisition (June 2014) on 6ix