Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Allergan plc | d679339d8k.htm |
| EX-99.1 - EX-99.1 - Allergan plc | d679339dex991.htm |
 Creating a New Model
in Specialty Pharmaceutical Leadership Exhibit 99.2 |
 Important Information
For Investors and Shareholders 2
This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities or a solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. In connection with the proposed
merger between Actavis and Forest, Actavis will file with the Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4 that will include a joint proxy
statement of Actavis and Forest that also constitutes a prospectus of Actavis.
The
definitive
joint
proxy
statement/prospectus
will
be
delivered
to
shareholders
of
Actavis
and
Forest.
INVESTORS
AND
SECURITY
HOLDERS
OF
ACTAVIS
AND
FOREST
ARE
URGED
TO
READ
THE
DEFINITIVE
JOINT
PROXY
STATEMENT/PROSPECTUS
AND
OTHER
DOCUMENTS
THAT
WILL
BE
FILED
WITH
THE
SEC
CAREFULLY
AND
IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies of the registration statement and
the definitive joint proxy statement/prospectus (when available) and other documents filed with
the SEC by Actavis and Forest through the website maintained
by
the
SEC
at
http://www.sec.gov.
Copies
of
the
documents
filed
with
the
SEC
by
Actavis
will
be
available
free
of
charge
on
Actavis’
internet
website
at
www.actavis.com
or
by
contacting
Actavis’
Investor
Relations
Department
at
(862)
261-
7488. Copies of the documents filed with the SEC by Forest will be available free of charge on
Forest’s internet website at www.frx.com or by contacting Forest’s Investor Relations
Department at (212) 224-6713. Participants in the Merger Solicitation
Actavis,
Forest,
their
respective
directors
and
certain
of
their
executive
officers
and
employees
may
be
considered
participants
in the solicitation of proxies in connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed participants in the solicitation of the
Actavis and Forest shareholders in connection with the proposed merger will be set forth in the
joint proxy statement/prospectus when it is filed with the SEC. Information about the directors
and executive officers of Forest is set forth in its proxy statement for its 2013 annual meeting of stockholders, which
was filed with the SEC on July 8, 2013 and certain of its Current Reports on Form 8-K. Information
about the directors and executive officers of Actavis is set forth in its proxy statement for
its 2013 annual meeting of stockholders, which was filed with the SEC on March 29, 2013 and
certain of its Current Reports on Form 8-K. Additional information regarding the participants in
the proxy solicitations and a description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the joint proxy statement/prospectus filed with the
above-referenced registration statement on Form S-4 and other relevant materials to be
filed with the SEC when they become available. |
 Actavis Cautionary
Statement Regarding Forward-Looking Statements 3
Statements contained in this communication that refer to Actavis’ estimated or anticipated
future results, including estimated synergies, or other non-historical facts are
forward-looking statements that reflect Actavis’ current perspective of existing trends and information as of the date of this
communication. Forward looking statements generally will be accompanied by words such as
“anticipate,” “believe,” “plan,” “could,” “should,”
“estimate,” “expect,” “forecast,” “outlook,”
“guidance,” “intend,” “may,” “might,” “will,” “possible,” “potential,” “predict,” “project,” or other similar words,
phrases or expressions. Such forward-looking statements include, but are not limited to,
statements about the benefits of the Forest acquisition, including future financial and
operating results, Actavis’ or Forest’s plans, objectives, expectations and intentions and the expected timing of
completion of the transaction. It is important to note that Actavis’ goals and expectations are
not predictions of actual performance. Actual results may differ materially from Actavis’
current expectations depending upon a number of factors affecting Actavis’ business, Forest’s business and risks
associated with acquisition transactions. These factors include, among others, the inherent
uncertainty associated with financial projections; restructuring in connection with, and
successful closing of, the Forest acquisition; subsequent integration of the Forest acquisition and the ability to
recognize the anticipated synergies and benefits of the Forest acquisition; the ability to obtain
required regulatory approvals for the transaction (including the approval of antitrust
authorities necessary to complete the acquisition), the timing of obtaining such approvals and the risk that such
approvals may result in the imposition of conditions that could adversely affect the combined company
or the expected benefits of the transaction; the ability to obtain the requisite Forest and
Actavis shareholder approvals; the risk that a condition to closing of the Forest acquisition may not be
satisfied on a timely basis or at all; the failure of the proposed transaction to close for any other
reason; risks relating to the value of the Actavis shares to be issued in the transaction; the
anticipated size of the markets and continued demand for Actavis’ and Forest’s products; the impact of
competitive products and pricing; access to available financing (including financing for the
acquisition or refinancing of Actavis or Forest debt) on a timely basis and on reasonable
terms; the risks of fluctuations in foreign currency exchange rates; the risks and uncertainties normally incident to
the pharmaceutical industry, including product liability claims and the availability of product
liability insurance on reasonable terms; the difficulty of predicting the timing or outcome of
pending or future litigation or government investigations; periodic dependence on a small number of products for
a material source of net revenue or income; variability of trade buying patterns; changes in
generally accepted accounting principles; risks that the carrying values of assets may be
negatively impacted by future events and circumstances; the timing and success of product launches; the difficulty
of predicting the timing or outcome of product development efforts and regulatory agency approvals or
actions, if any; market acceptance of and continued demand for Actavis’ and Forest’s
products; costs and efforts to defend or enforce intellectual property rights; difficulties or delays in
manufacturing; the availability and pricing of third party sourced products and materials; successful
compliance with governmental regulations applicable to Actavis’ and Forest’s
facilities, products and/or businesses; changes in the laws and regulations affecting, among other things, pricing
and reimbursement of pharmaceutical products; changes in tax laws or interpretations that could
increase Actavis’ consolidated tax liabilities; the loss of key senior management or
scientific staff; and such other risks and uncertainties detailed in Actavis’ periodic public filings with the Securities
and Exchange Commission, including but not limited to Actavis’ Annual Report on form 10-K
for the year ended December 31, 2012 and from time to time in Actavis’ other investor
communications. Except as expressly required by law, Actavis disclaims any intent or obligation to update or revise
these forward-looking statements. |
 Forest Cautionary Statement Regarding Forward-Looking Statements
4
This release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements include, but are not
limited to, statements about the benefits of the acquisition of Forest by Actavis, including
future financial and operating results, Forest’s or Actavis’ plans, objectives,
expectations and intentions and the expected timing of completion of the transaction. It is
important to note that Forest’s goals and expectations are not predictions of actual
performance. Actual results may differ materially from Forest’s current expectations depending
upon a number of factors affecting Forest’s business, Actavis’ business and risks associated
with acquisition transactions. These factors include, among others, the inherent uncertainty
associated with financial projections; restructuring in connection with, and successful closing
of, the acquisition; subsequent integration of the companies and the ability to recognize the
anticipated synergies and benefits of the acquisition; the ability to obtain required
regulatory approvals for the transaction (including the approval of antitrust authorities
necessary to complete the acquisition), the timing of obtaining such approvals and the risk
that such approvals may result in the imposition of conditions that could adversely affect the
combined company or the expected benefits of the transaction; the ability to obtain the
requisite Forest and Actavis shareholder approvals; the risk that a condition to closing of the
acquisition may not be satisfied on a timely basis or at all; the failure of the proposed transaction
to close for any other reason; risks relating to the value of the Actavis shares to be issued in
the transaction; access to available financing (including financing for the acquisition or
refinancing of Forest or Actavis debt) on a timely basis and on reasonable terms; the
difficulty of predicting FDA approvals, the acceptance and demand for new pharmaceutical
products, the impact of competitive products and pricing, the timely development and launch of
new products, and the risk factors listed from time to time in Forest Laboratories’ Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and any subsequent SEC
filings. Forest assumes no obligation to update forward-looking statements contained
in this release to reflect new information or future events or developments. |
 Presentation
Overview •
Transaction Overview
•
An Innovative New Model in Specialty Pharmaceutical
Leadership
•
Forest Overview
•
Summary
5 |
 Proposed Transaction
Terms •
Equity and Cash transaction valued at approximately $25 B
-
25% Premium to Forest closing price as of 2/14/2014
-
70/30 equity and cash split
-
$26.04 in cash + 0.3306 share of ACT/share of FRX
•
Pro Forma Forest ownership of ~35% shares of Actavis
•
Cash portion funded through existing cash and new debt
•
Anticipated to close by mid-year 2014 subject to:
-
Subject to approval of both Actavis and Forest shareholders
-
Customary conditions including legal and regulatory approval (HSR)
6 |
 Creating an Innovative
New Model in Specialty Pharmaceutical Leadership
Enhanced size and scale
Broad & diverse portfolio with multiple blockbuster
therapeutic franchises
Balanced portfolio of branded and generic pharmaceuticals
Exceptionally strong global commercial capabilities create
high value to customers
More than $1 billion investment in R&D driving strong
organic growth
Strong free cash flow generation
Efficient tax structure and solid balance sheet
Drive robust organic growth accelerated
by smart business development
7 |
 Balanced Revenue
Portfolio of North American Brand, North American Generic, International and Distribution
Based on 2014 proforma combined revenue
8 |
 Financially Compelling Combination
•
Approximately $15 billion annual revenue generation
—
Approximately 50/50 brand/generic
•
Expected double-digit accretion to non-GAAP earnings,
including synergies, in 2015 and 2016
•
Greater than $4 billion annual free cash flow in 2015
—
Expect to maintain investment grade credit ratings
•
Estimated ~$1 billion in annual pre-tax operational and tax
synergies within three years of transaction close
9
•
Strong cash flow drives rapid deleveraging to under 3.5x debt
to pro forma adjusted EBITDA by the end of 2014 |
 Broad & Diverse Portfolio with
Multiple Blockbuster Therapeutic Franchises
10 |
 Emerging and Sustainable Portfolios in New Categories
CARDIOVASCULAR
DERM
INFECTIOUS DISEASE
RESPIRATORY
Added from combination
11
CYSTIC FIBROSIS |
 Exceptionally Strong
Commercial Capabilities Create High Value to Customers
•
Enhanced profile: size, scale and product diversification
bring high value to customers
–
physicians, hospitals, health plans and distribution channels
12
•
World-class global commercial organization competing
across multiple market segments
–
Brands, generics, biosimilars, and OTCs
•
Better positioned with Forest’s strong primary care sales
force to drive increased sales of Actavis Specialty Brands
•
Strong global operations providing high-quality reliable
supply |
 Continued Strong
Investment in R&D with over $1 Billion Expected in Year One
•
Continued investment in strong pipeline assets across all
therapeutic categories
•
Continued strong investment in generic R&D to maintain
strong global pipeline
-
Continue to invest in differentiated products including respiratory,
injectables and ophthalmics for all markets
-
Continued focus on important FTF assets in the US
-
Continued commitment to the development of biosimilars
•
Forest will add more than a half dozen near-
and mid-term
R&D products to Actavis’
robust development portfolio.
-
Five products at the NDA stage of development, including treatments for
Alzheimer’s disease, cardiovascular disease, infectious disease, as well
as Schizophrenia and bipolar disorders and, and treatments for COPD
13 |
 Combined Specialty Brands Pipeline
Actavis
Biologic
Forest
Colvir
Albaconazole
VVC
Esmya®-Fibroids
(US)
Diafert™
WC3011
E2 Vaginal Cream
Metronidazole 1.3%
Vaginal Gel
E4/Progestin OC
Levosert™
Contraception
Progestin Only Patch
Amg/Act
Herceptin®
WC3043
Udenafil ED
WC3055
Udenafil BPH
Rapaflo®
NextGen
WC3035
Sarecycline
WC2055
Doxycycline NextGen
Oxybutynin
Hyperhidrosis
Albaconazole
Onychomycosis
WC3079
Delzicol®
NextGen
WC3046
Delzicol®
800mg
Cariprazine
(Bipolar Depression)
Cebranopadol
(Pain Management)
TRV027
(Acute Heart Failure)
TUDORZA®-formoterol
(COPD)
Ceftazidime-avibactam
(Infectious Disease)
BYSTOLIC®-valsartan
(Hypertension)
NAMENDA XR®-donepezil
(Alzheimer's Disease)
Cariprazine (CRL)
(Schizophrenia, BP Mania)
Amg/Act
Avastin®
rFSH
VIIBRYD®
(GAD)
NOTE: Additional important
products in preclinical
development including
biosimilars to Rituxin
®
and
Erbitux
®
through Actavis
collaboration with Amgen
14 |
 Overview
15 |
 BUSINESS
development
DRUG
Marketed Drugs
NDA
EXECUTION
AN
EXCEPTIONAL
COMPANY
ENGINE
commercial
Specialty pharmaceutical company focused on large primary care and subspecialty
markets
Key strategy building blockbuster therapeutic line calls to create economies and
relevance
16
Forest –
Overview and Strategy
development |
 Recent Strategic Initiatives Have Rejuvenated Forest
Commenced Project Rejuvenate to achieve $500 M in cost reductions
Acquired Saphris for $240 M
Leveraged balance sheet with $1.2 B in first ever bond offering
in December and $1.8 B offering
in January for Aptalis acquisition Achieved NAMENDA XR
®
Coverage at 9 of Top 10 Part D Plans
Launched FETZIMA™
for Depression
Filed NAMENDA
®
Pediatric Written Request (PWR)
Completed $2.9 B acquisition of Aptalis
Notified FDA of intent to discontinue NAMENDA
®
, Focus on NAMENDA
17
XR
® |
 Forest Has Strong Drug Development Capabilities and is
Focused on Commercial Execution
•
Next 9 strategy executed well
•
7 regulatory approvals since 2009
•
History of first cycle approvals
•
New products contributed 44% of sales and grew 59% year-
over-year in most recent quarter
18 |
 Recent Acquisition of Aptalis
•
Aptalis is an excellent strategic fit
Diversifies Forest offerings in key therapeutic areas
GI franchise in
the
US
complements
Linzess
business
CF franchise in Europe complements Colobreathe business
Significantly improves Forest profitability in Canada
•
Aptalis products are growing and expected to contribute ~$700 M to
Forest sales
•
Forest expects to realize significant synergies
–
$125 million in pre-tax synergies
•
Deal closed January 31, 2014
19
•
Deal is immediately & highly accretive to Forest non-GAAP EPS
|
 Summary of a
Transformational Combination 20 |
 ~$1 Billion in Annual
Synergies •
~$1 Billion Pre-Tax Operational and Tax Synergies
•
Majority of the synergies are expected to take place in first 12
months following close
–
Total synergies realized in first 3 years after acquisition
close
•
Excludes any manufacturing and revenue synergies
•
Tax synergies approximately 10% of total
•
Pro forma combined tax rate is expected to be slightly below
16% for 2015
21 |
 Next Steps
•
Successful Completion of Transaction Requires:
–
Approval by shareholders of both companies
–
Regulatory review and approval including Hart-Scott-
Rodino review
22
•
Anticipated close mid-year 2014
•
Management teams from both companies to immediately
begin pre-integration activities to maximize potential at close
|
 23 |