Attached files
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EX-2.1 - AGREEMENT AND PLAN OF MERGER, DATED AS OF SEPTEMBER 2, 2012 - MEDICIS PHARMACEUTICAL CORP | d406255dex21.htm |
EX-99.1 - JOINT PRESS RELEASE - MEDICIS PHARMACEUTICAL CORP | d406255dex991.htm |
EX-10.1 - SETTLEMENT AGREEMENT, DATED AS OF SEPTEMBER 2, 2012 - MEDICIS PHARMACEUTICAL CORP | d406255dex101.htm |
8-K - FORM 8-K - MEDICIS PHARMACEUTICAL CORP | d406255d8k.htm |
Communication Plan
Privileged & Confidential
Exhibit 99.2
9/3/2012 |
Who is Valeant?
Privileged & Confidential
9/3/2012 |
Valeant Overview
Focused, multinational specialty pharma company
$2.4B in 2011 revenue and ~7,000 employees
Headquartered in Montreal, Canada (NYSE/TSX: VRX)
International footprint
Specialty Pharma (U.S., Canada, Australia, New Zealand)
Branded Generics
Central and Eastern Europe; Latin America; South
East Asia and South Africa
Diversified revenue base
Over 500 products
Limited generic risk
Minimal exposure to US healthcare reform
Leveraged R&D Model with promising pipeline
Ezogabine/retigabine
Dermatology
IDP-108, lifecycle management
Branded generics/ various OTC line extensions
Experienced, high quality management team, with established track
record for delivering results
9/3/2012
Privileged & Confidential |
Highly Complementary Dermatology Portfolio
Topical Acne
Oral Acne
Actinic Keratosis
Dermatitis
OTC
Anti-Viral
Anti-Fungal
9/3/2012
Privileged & Confidential
Single Agent
Imiquimod Product
5FU Product
Non-Steroidal
Steroidal
Combination Agent |
Complementary Aesthetic Portfolio
Collagen Stimulator
Dermal Filler
Botulinium Toxin
Physician dispensed
Privileged & Confidential
9/3/2012 |
Comprehensive Late Stage Pipeline
Medicis
Novel
LCM
9/3/2012
Privileged & Confidential
Late Stage Pipeline
Aesthetics
Dermatitis
A. Keratosis
Acne
Anti-Fungal
OTC |
9/3/2012
Privileged & Confidential
Valeant Pipeline |
Valeant-Financial Information
Privileged & Confidential
9/3/2012 |
Talking Points by
Audience
Privileged & Confidential
9/3/2012 |
Audiences
Employees
Headquarters
Commercial team
Investors
Physicians
Alliance Partners
Vendors
Privileged & Confidential
9/3/2012 |
Employee Talking Points JS & CCOM
Terms of the transaction signed on Sunday September 2nd
VRX to Merge with Medicis for $44 per share
The combination of our two highly complementary
product portfolios under the Medicis name will allow us
to accelerate our efforts to drive sales, establish best-in-class
commercial and R&D operations, and serve the consumers who use
our products as well as the physicians who recommend, administer, and prescribe them.
Combined commercial operations will be located in Scottsdale, AZ
R&D will be in Scottsdale and Petaluma (No. California)
Corporate functions will be located in NJ
Will take time to optimize talent of both organizations; anticipated
synergies from both sides Combination creates a global leader in
dermatology What will happens next
..
Jonah
to
host
Town
Hall
Meeting
9am
Tuesday
September
4
th
at
Hyatt
Gainey
Mike
Pearson,
CEO
Valeant
to
host
Town
Hall
Meeting
11am
Wednesday
September
5
th
at
Hyatt
Gainey
The companies will soon thereafter begin the integration planning
process It
is
anticipated
that
closing
will
happen
in
the
1
st
half
of
2013
Until closing we will continue to operate as independent entities and must
remain focused on executing our business objectives
Reminder to equity holders of Unvested Value and commitment to pay
bonuses for 12 after Closing All severance
questions should be referred to Human Resources 9/3/2012
Privileged & Confidential |
Employee Talking Points Field Sales
VRX to Merge with Medicis for $44 per share
The combination of our two highly complementary product portfolios under the
Medicis name will allow us to accelerate our efforts
to
drive
sales,
establish
best-in-class
commercial
and
R&D
operations,
and
serve
the
consumers
who
use
our
products
as
well as the physicians who recommend, administer, and prescribe them.
Combined commercial operations will be located in Scottsdale, AZ
R&D will be in Scottsdale and Petaluma (No. California)
Corporate functions will be located in NJ
Will take time to optimize talent of both organizations; anticipated
synergies from both sides Combination creates a global leader in
dermatology Talking points for communication with physicians (see
attachment) What will happens next
..
Jonah
and
Mike
Pearson,
CEO
Valeant
to
host
Town
Hall
Meeting
for
the
field
at
1pm
Wednesday
September
5
via
video
The companies will soon thereafter begin the integration planning
process It is anticipated that closing will happen in the
1 half of 2013 Until closing we will continue to operate
as independent entities and must remain focused on executing our business objectives
It is anticipated that closing will happen in the 1 half of
2013 Until closing we will continue to operate as independent
entities and must remain focused on executing our business objectives
We cant let this distract us and need to operate in a manner
consistent with an organization that will be a leader in dermatology for years to come.
Reminder to equity holders of Unvested Value and Enhancements to Q4 &
Q1 Plans after Closing Privileged & Confidential
9/3/2012
Terms of the transaction signed on Sunday September 2nd
th
st
st |
9/3/2012
Privileged & Confidential
Jonahs Voicemail Script
Good morning. This is Jonah Shacknai, Chairman and CEO and I have some
important news to share with you. Just minutes ago, Medicis announced the signing of a
merger agreement where Valeant Pharmaceuticals would acquire Medicis,
creating a combined company that will be a global leader in dermatology. This transaction
has the support of the boards of directors of Medicis and Valeant.
For those of you less familiar with Valeant, they are a $15 billion
multinational specialty pharmaceutical company with approximately 7,000 employees that develops
and
markets
over
500
products
worldwide.
I
encourage
you
to
learn
more
about
Valeant
by
visiting
the
companys
website
at
www.valeant.com.
It is my understanding that after closing, it is Valeants intent to
combine its dermatology assets with Medicis under the Medicis name with the commercial operations
located
in
Scottsdale
AZ,
the
R&D
functions
located
primarily
in
Scottsdale
AZ
and
Petaluma
CA
and
the
corporate
functions
located
in
NJ.
After
closing,
this
combination
of
our
two
highly
complementary
product
portfolios
under
the
Medicis
name
will
allow
us
to
accelerate
our
efforts
to
drive
sales,
establish
best-in-class
commercial and R&D operations and serve the consumers who use our
products as well as the physicians who recommend, administer and prescribe them. For
additional
information
regarding
this
transaction,
please
review
our
joint
press
release
issued
today.
This mornings announcement was just the first step of the process. In
the very near future we will be embarking on the integration planning process, which will involve
many
of
you.
The
transaction
must
obtain
the
approval
of
Medicis
stockholders
and
clearance
from
various
regulatory
agencies.
At
this
point
in
time;
we
are
anticipating
the
closing
of
this
transaction
during
the
first
half
of
2013.
Between
now
and
closing,
we
will
continue
to
operate
as
independent
entities
and
must
remain
focused on executing our business objectives.
This merger is an acknowledgement of the tremendous accomplishments that
together we have achieved in building Medicis over the years. I want to thank you for
your efforts in helping make Medicis the successful company it is today and
will continue to be in the future. Your continued contributions will be critical to assuring
the success of the combined company.
My CCOM colleagues and I will do our very best to answer any questions you
may have regarding this transaction, understanding that we may not have all the
answers at this time. I will be hosting several meetings over the next
few days to try and address your questions. I will be in touch with
you again soon. Thank you,
Jonah |
Investors
Talking points for IR teams
Terms of the transaction signed on Sunday September 2nd
VRX to Merge with Medicis for $44 per share
The combination of our two highly complementary product portfolios under
the Medicis name will allow us to accelerate our efforts to drive
sales, establish best-in-class commercial and R&D
operations, and serve the consumers who use our products as well
as the physicians who
recommend, administer, and prescribe them.
Combined commercial operations will be located in Scottsdale, AZ
R&D will be in Scottsdale and Petaluma (No. California)
Corporate functions will be located in NJ
Will take time to optimize talent of both organizations; anticipated
synergies from both sides
Combination creates a global leader in dermatology
Integration planning to begin in the very near future
Anticipated
closing
in
1
st
half
2013
VRX
Financing
through
secured
bridge
loan
provided
by
JPM
(refer
to
VRX
for
details)
Privileged & Confidential
9/3/2012 |
Physicians
Talking points for the commercial team
VRX to Merge with Medicis
Combined commercial operations, as Medicis, will be located in Scottsdale,
AZ This combination of two highly complementary product portfolios
under the Medicis
name
will
allow
us
to
better
serve
medical
and
aesthetic
dermatology
HCPs
Combination creates a global leader in dermatology
Medicis commercial team to continue to serve the specialties
Marketing & consumer programs will continue as planned
It
is
anticipated
that
closing
will
happen
in
the
1
st
half
of
2013
Until closing we will continue to operate as independent entities and should
be business as usual
All orders should be processed through existing channels
Contact or refer to IR for any other questions or comments
9/3/2012
Privileged & Confidential |
Alliance Partners
Terms of the transaction signed on Sunday September 2nd
VRX to Merge with Medicis for $44 per share
Combined commercial operations will be located in Scottsdale, AZ
R&D will be in Scottsdale and Petaluma (No. California)
Corporate functions will be located in NJ
Will take time to optimize talent of both organizations; anticipated
synergies from both sides
Combination creates a global leader in dermatology
Integration planning to begin immediately
It
is
anticipated
that
closing
will
happen
in
the
1
st
half
of
2013
Until closing we will continue to operate as independent entities and
should be business as usual
Contact or refer to IR for any other questions or comments
9/3/2012
Privileged & Confidential |
Vendors
9/3/2012
Privileged & Confidential
Dear XXXX,
Medicis announced on September 3, 2012 its intent to combine with Valeant
Pharmaceuticals International, Inc.
(Valeant). As currently contemplated by the parties,
the combined commercial operations, as Medicis, will be located in
Scottsdale, AZ. After closing, the combined entity will be one
of the largest dermatology company in the world. We would
anticipate closing this merger during the first half of 2013 upon
acceptance of the necessary regulatory approvals. Until such
time, we will continue to operate as independent entities and would
expect business as usual as we begin the integration
planning process leading up to the final closing date.
Please contact me if you have any additional questions.
Sincerely yours,
The respective Medicis business lead |
Medicis Pharmaceutical Corporation
Talking Points for CCOM Members, IR and Conversations w/ 3rd Parties | ||
Topic
|
Response
| |
Alternative Deal Options |
We are under contract and cannot discuss alternative transactions. I would be happy to put you in touch with the Office of Chief Legal Officer to answer any more questions you may have on this topic. | |
Terms of
the Transaction Document |
We believe the terms of the transaction documents are standard and customary. The documents themselves [will be/have been] filed with the SEC and [will be/are] publicly available. | |
Antitrust Concerns | We feel comfortable that the regulatory authorities will ultimately approve this deal and feel comfortable with the regulatory protections we have in the merger agreement. | |
Break-up Fee | Break-up fees are typical for these transactions, and we believe the amount and structure of the break-fee is standard and appropriate for this deal. | |
Details and Information Regarding the Process |
We will be filing a preliminary proxy to solicit the vote of our shareholders within two to three weeks, and the details of the negotiation and process will be contained in that filing. We will not comment on the details of our process other than to refer you to that filing. |
EMAIL TO FIELD SALES REPRESENTATIVES FROM THE OFFICE OF CHIEF LEGAL OFFICER
This email is in follow up to the press release and the voicemail message that were issued yesterday announcing that Valeant has agreed to acquire Medicis. Please note that until such time that the transaction is closed which is anticipated to be during the first half of 2013, Valeant does not own Medicis and the companies may not take any joint actions in interacting with customers and suppliers. We will continue to operate as two independent entities with independent sales teams. When the transaction is closed, you will be formally notified and will receive further instructions.
In the meantime, you must not discuss, or otherwise provide any written, electronic, or verbal information about Valeant or any of its products, including their safety, efficacy, price, availability, conditions of approval, use, or any other attributes, with anyone outside of Medicis. You may not disseminate product labeling such as package inserts, or PIs. Please be aware that you will need to receive training before discussing the products with any external party. These requirements apply to Company personnel in both the United States and Canada.
Should you receive inquiries concerning Valeant or its products before the completion of this transaction, it is mandatory that you handle such inquiries as follows, until further written notice:
| All media and investor inquiries should be directed to Investor Relations. |
| Any other inquiries about the product should be directed to Valeant. |
Given that you may receive questions from customers about this transaction, in order to comply with the ground rules set forth above, the following scripts, as appropriate may be utilized for customer interactions. Please note that this is the only approved information that may be communicated in any form, and all media inquiries should be directed to Investor Relations.
FOR ALL DERMATOLOGY AND AESTHETICS REPRESENTATIVES IN THE U.S. AND CANADA:
Doctor, thank you for your interest in the acquisition of Medicis by Valeant Pharmaceuticals. This is an exciting time for Medics. As the transaction is not final, I cannot discuss anything related to Valeant or its products at this time. If you have any questions about this transaction, please direct them to Medicis. If you have any questions regarding Valeant products, please direct them to Valeant. After the transaction is closed, I will receive training, and then I will be able to have a full discussion regarding the portfolio of dermatology or aesthetic products offered by the combined entity. Additionally, all orders until closing should be placed through existing channels.
If you have any questions or receive any inquiries that seem out of the ordinary, please contact the Office of Chief Legal Officer.
Thank you for your attention to this very important matter.
Office of Chief Legal Officer
Additional Information About the Acquisition and Where to Find It
A meeting of the stockholders of the Company will be announced soon to obtain stockholder approval of the proposed transaction. The Company intends to file with the Securities and Exchange Commission (the SEC) a proxy statement and other relevant documents in connection with the proposed transaction. The definitive proxy statement will be sent or given to the stockholders of the Company and will contain important information about the proposed transaction and related matters. The Companys stockholders are urged to read the definitive proxy statement and other relevant materials when they become available because they will contain important information about the Company, Valeant and the proposed transaction. Investors may obtain a free copy of these materials (when they are available) and other documents filed by the Company with the SEC at the SECs website at www.sec.gov, at the Companys website at www.medicis.com or by sending a written request to Medicis at 7720 North Dobson Road, Scottsdale, Arizona 85256, Attention: Chief Legal Officer.
Participants in the Solicitation
The Company and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from the stockholders of the Company in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Medicis stockholders in connection with the proposed transaction, and any interest they have in the proposed transaction, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is included in the Companys Annual Report on Form 10-K filed with the SEC on February 28, 2012 and the proxy statement for the Companys 2012 Annual Meeting of Stockholders filed with the SEC on April 4, 2012.
Forward-Looking Statements
This filing may include predictions, estimates and other information that may be considered forward-looking statements, including, without limitation, statements relating to the completion of this transaction. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors, including: (1) the Company may be unable to obtain stockholder approval as required for the transaction; (2) conditions to the closing of the transaction may not be satisfied; (3) the transaction may involve unexpected costs, liabilities or delays; (4) the business of the Company may suffer as a result of uncertainty surrounding the transaction; (5) the outcome of any legal proceedings related to the transaction; (6) the Company may be adversely affected by other economic, business, and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; (8) the ability to recognize benefits of the transaction; (9) risks that the transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction; and (10) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. If the transaction is consummated, our stockholders will cease to have any equity interest in the Company and will have no right to participate in its earnings and future growth. Additional factors that may affect the future results of the Company are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2011 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, which are available on the SECs website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.