Emergent Biosolutions Inc. · NYSE:EBS
Emergent Biosolutions — Merger or Acquisition (December 2013)
20 slides from Emergent Biosolutions's merger presentation, Dec 12, 2013
Slide 1: Emergent BioSolutions Planned Acquisition of Cangene Corporation
December 11, 2013 Emergent BioSolutions Planned Acquisition ofCangene Corporation Provided December 11, 2013 as part of an oral presentation and is qualified by the entire presentation. This presentation contains forward-looking statements, and actual results may vary materially. Emergent disclaims
Slide 2: Conference Call Speakers
PROPRIETARY AND CONFIDENTIAL * Conference Call Speakers EMERGENT BIOSOLUTIONSRobert BurrowsVice President Investor RelationsDaniel Abdun-NabiPresident and Chief Executive OfficerBarry LabingerExecutive Vice President and President Biosciences DivisionAdam HaveyExecutive Vice President and President
Slide 3: Conference Call Agenda
PROPRIETARY AND CONFIDENTIAL * Conference Call Agenda Benefits of the Transaction Abdun-NabiCangene Overview Labinger /Havey Transaction Overview KramerKey Takeaways Abdun-Nabi Q&A Emergent Acquisition of Cangene Provided December 11, 2013 as part of an oral presentation and is qualified by the enti
Slide 4: Forward-looking statements
PROPRIETARY AND CONFIDENTIAL This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact, including statements regarding the expected closing of the transaction, the potenti
Slide 5: Benefits of the Transaction
PROPRIETARY AND CONFIDENTIAL * Benefits of the TransactionDaniel Abdun-NabiPresident and Chief Executive Officer
Slide 6: Strategic, Operational and Financial Benefits
PROPRIETARY AND CONFIDENTIAL STRATEGICSolidifies leadership position in growing biodefense market with 3 additional US government procured therapeuticsAdvances Biosciences Division towards profitability through significant commercial product and service revenueBroadens manufacturing capabilities wit
Slide 7: Cangene Overview
PROPRIETARY AND CONFIDENTIAL * Cangene OverviewBarry LabingerExecutive Vice President and President Biosciences DivisionAdam HaveyExecutive Vice President and President Biodefense Division
Slide 8: Cangene is a Diversified Specialty Pharma Company with FY13 Revenue of ~$127M
PROPRIETARY AND CONFIDENTIAL * Cangene is a Diversified Specialty Pharma Company with FY13 Revenue of ~$127M* Cangene Overview Headquartered in Winnipeg, Manitoba, Canada>30 year history of commercial product sales>10 year track record of securing and executing on US government development and procu
Slide 9: Cangene Products and Services by Business
PROPRIETARY AND CONFIDENTIAL * Business Product/Service Indication(s) Status Biosciences Division Biosciences Division Biosciences Division Biosciences Division Specialty Therapeutics WinRho® SDF Treatment – Immune Thrombocytopenic Purpura (ITP)Treatment – Hemolytic Disease of the Newborn (HDN) Lice
Slide 10: Transaction Overview
PROPRIETARY AND CONFIDENTIAL * Transaction OverviewRobert KramerExecutive Vice President and Chief Financial Officer
Slide 11: All Cash Consideration Reflects Efficient Use of Balance Sheet
PROPRIETARY AND CONFIDENTIAL * All Cash Consideration ReflectsEfficient Use of Balance Sheet TRANSACTIONPurchase price of $222M all-cash for 100% of Cangene's outstanding common shares ($3.24 per share on a fully diluted basis)~$35M of cash expected to be in Cangene at closingFINANCINGCommitted debt
Slide 12: Transaction Contributes to Growth in Emergent's Financial Performance
PROPRIETARY AND CONFIDENTIAL * Transaction Contributes to Growth in Emergent's Financial Performance 2013Reaffirming full year 2013 GAAP guidance for total revenues of $300 to $310M and net income of $25 to $30MForecasting 2013 non-GAAP adjusted net income of $30 to $35M, excluding 2013 transaction-
Slide 13: Transaction Expected to Close in Q1 2014
PROPRIETARY AND CONFIDENTIAL * Approved by Boards of Directors of both companiesCangene to hold Special Meeting of Stockholders66²/3% of votes cast in favor of transaction required for approvalAgreements are in place with shareholders who control, directly or indirectly, approximately 61% of the out
Slide 14: Key Takeaways
PROPRIETARY AND CONFIDENTIAL * Key TakeawaysDaniel Abdun-NabiPresident and Chief Executive Officer
Slide 15: Transaction Represents a Major Step Towards Achievement of Growth Plan
PROPRIETARY AND CONFIDENTIAL * Transaction Represents a Major Step Towards Achievement Of Growth Plan LEVERAGES EMERGENT'S CORE COMPETENCIES Broadens leadership position in Biodefense Expands manufacturing capabilities Capitalizes on proven government partnering expertiseADVANCES EMERGENT TOWARDS GR
Slide 16: Key Takeaways: Pro-forma Emergent Divisions
PROPRIETARY AND CONFIDENTIAL * Key Takeaways * Pro-forma: Emergent TTM (09/30/13) revenue of ~$309M; Cangene FY13 (07/30/13) revenue of ~$127M Biosciences Division Biodefense Division Products 4 marketed specialty therapeuticsTargeting attractive hospital marketAddressing infectious diseases, hem/on
Slide 17: Q&A
PROPRIETARY AND CONFIDENTIAL * Q&ADaniel Abdun-NabiPresident and Chief Executive OfficerRobert KramerExecutive Vice President and Chief Financial OfficerBarry LabingerExecutive Vice President and President Biosciences DivisionAdam HaveyExecutive Vice President and President Biodefense DivisionMousta
Slide 18: Use of Non-GAAP Financial Measures
PROPRIETARY AND CONFIDENTIAL Use of Non-GAAP Financial MeasuresThis presentation contains a financial measure, adjusted net income, which is considered a "non-GAAP" financial measure under applicable Securities & Exchange Commission rules and regulations. This non-GAAP financial measure should be co
Slide 19: Reconciliation of 2013 Non-GAAP Adjusted Net Income to GAAP Net Income
PROPRIETARY AND CONFIDENTIAL Reconciliation of 2013 Non-GAAP Adjusted Net Income to 2013 GAAP Net IncomeThe slide entitled "Transaction Contributes to Emergent's Financial Performance" includes forward-looking information about the company's 2013 financial forecast, specifically 2013 non-GAAP adjust
Slide 20: Emergent BioSolutions Planned Acquisition of Cangene Corporation
December 11, 2013 Emergent BioSolutions Planned Acquisition ofCangene Corporation Advancing Emergent's Leadershipin Specialty Pharmaceuticals Provided December 11, 2013 as part of an oral presentation and is qualified by the entire presentation. This presentation contains forward-looking statements,
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