Filed by Valeant Pharmaceuticals International, Inc. (Commission File No. 001-14956) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Allergan, Inc.
Commission File No.: 001-10269
This presentation was prepared by Pershing Square Capital Management, L.P. (“Pershing Square”) and is the responsibility of Pershing Square. Valeant Pharmaceuticals International, Inc. (“Valeant”) has posted this on its website along with the powerpoint presentation prepared by Valeant as a convenience so that shareholders do not need to search in different places for the materials presented by Pershing Square and Valeant in the webcast of the April 22, 2014 event.
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The Outsider
Perspectives from Allergan’s Largest Shareholder
Pershing Square Capital Management, L.P.
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Disclaimer
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ADDITIONAL INFORMATION This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Valeant Pharmaceuticals International, Inc. (“Valeant”) has made for a business combination transaction with Allergan, Inc. (“Allergan”). In furtherance of this proposal and subject to future developments, Pershing Square Capital Management, L.P. (“Pershing Square”) and Valeant (and, if a negotiated transaction is agreed, Allergan) may file one or more registration statements, proxy statements or other documents with the U.S. Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement, registration statement, prospectus or other document Pershing Square, Valeant and/or Allergan may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF VALEANT AND ALLERGAN ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT, PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Allergan and/or Valeant, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Pershing Square and/or Valeant through the web site maintained by the SEC at http://www.sec.gov. Pershing Square, PS Management GP, LLC, PS Fund 1, LLC, William A. Ackman, William F. Doyle, Jordan H. Rubin, Ben Hakim, and Roy J. Katzovicz in the future may be deemed “participants” under SEC rules in any solicitation of Allergan shareholders in respect of a Valeant proposal for a business combination with Allergan. Pershing Square, PS Management GP, LLC and William A. Ackman may be deemed to beneficially own the equity securities of Allergan described in Pershing Square’s statement on Schedule 13D initially filed with the SEC on April 21, 2014 (the “Schedule 13D”), as it may be amended from time to time. Except as described in the Schedule 13D, none of the individuals listed above has a direct or indirect interest, by security holdings or otherwise, in Allergan or Valeant or the matters to be acted upon, if any, in connection with a potential Valeant-Allergan business combination. Information regarding the names and interests in Allergan and Valeant of Valeant and persons related to Valeant who may be deemed participants in any solicitation of Allergan or Valeant shareholders in respect of a Valeant proposal for a business combination with Allergan is available in the soliciting material in respect of Allergan filed with the SEC by Valeant on April 21, 2014. The additional definitive proxy soliciting material referred to in this paragraph can be obtained free of charge from the sources indicated above.
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Disclaimer
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DISCLAIMER The information in this presentation is for informational purposes only, and this presentation shall not constitute an offer to sell or a solicitation of an offer to purchase any security or investment product, nor does it constitute professional advice. This presentation and the information contained herein is not investment advice or a recommendation or solicitation to buy or sell any securities. All investments involve risk, including the loss of principal. Pershing Square recognizes that there may be confidential information in the possession of the companies discussed in this presentation that could lead these companies to disagree with Pershing Square’s conclusions. The information contained in this presentation is subject in all respects to the disclosure set forth in the reports filed by Allergan and Valeant with the SEC. Except where otherwise indicated, the information in this presentation speaks only as of the date of this presentation. Permission to quote third-party reports in this presentation has been neither sought nor obtained. This presentation is not all inclusive and may not contain all of the information that you require in order to evaluate Allergan and Valeant and the transactions described in this presentation. You should review Valeant’s and Allergan’s most recent annual and quarterly reports and other reports filed by Valeant and Allergan with the SEC. You should rely on your own independent analysis to assess the accuracy and completeness of all information contained herein. No representation, warranty or undertaking, expressed or implied, is or will be made and no responsibility or liability is or will be accepted by Pershing Square or its affiliates or associates, or any of their respective directors, officers, employees, agents, shareholders or advisors, as to, or in relation to, the accuracy or completeness of the information contained in the presentation, or any other information, errors therein or omissions therefrom. By presenting this information, none of Pershing Square or its affiliates or associates, or any of their respective directors, officers, employees, agents, shareholders or advisors, is providing investment, legal, tax, financial, accounting or other advice to you or to any other party. None of Pershing Square or its affiliates or associates, or any of their respective directors, officers, employees, agents, shareholders or advisors, is acting as an advisor or fiduciary in any respect in connection with providing this information. Funds managed by Pershing Square and its affiliates are invested in Allergan common stock and other securities. Pershing Square manages funds that are in the business of trading – buying and selling – securities and financial instruments. It is possible that there will be developments in the future that cause Pershing Square to change its position regarding Allergan, Valeant and the proposed Valeant-Allergan business combination. Pershing Square may buy, sell, cover or otherwise change the form of its investment in Allergan for any reason. Pershing Square hereby disclaims any duty to provide any updates or changes to the analyses contained here including, without limitation, the manner or type of any Pershing Square investment.
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Disclaimer
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Non-GAAP Financial Measures
This presentation includes certain non-GAAP financial measures, including but not limited to cash net income and EBIT (collectively, “non-GAAP financial measures”). These non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. Pershing Square believes that the presentation of these financial measures enhances an investor’s understanding of Valeant’s and Allergan’s financial performance. Pershing Square further believes that these financial measures are useful financial metrics to assess operating performance from period to period by excluding certain items that it believes are not representative of Valeant’s and Allergan’s respective core businesses. Pershing Square also believes that these financial measures provide investors with a useful tool for assessing the comparability between periods of Valeant’s and Allergan’s respective abilities to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures. Pershing Square believes these financial measures are commonly used by investors to evaluate companies’ performance. However, the use of these non-GAAP financial measures in this presentation may vary from that of other companies in Valeant’s and Allergan’s industry. These non-GAAP financial measures should not be considered as alternatives to performance measures derived in accordance with GAAP.
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Disclaimer
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Forward-looking Statements This presentation contains forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding Valeant’s offer to acquire Allergan, Valeant’s financing of the proposed transaction, Valeant’s or Allergan’s expected future value and performance (including expected results of operations and financial guidance), and the combined company’s future financial condition, operation results, strategy and plans. Forward-looking statements may be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “seek,” “ongoing,” “upside,” “increases” or “continue” and variations or similar expressions and include but are not limited to beliefs expressed regarding future performance. These statements are based upon the current expectations and beliefs of Pershing Square and are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results to differ materially from those described in the forward-looking statements. These assumptions, risks and uncertainties include, but are not limited to, assumptions, risks and uncertainties discussed in Valeant’s and/or Allergan’s most recent annual or quarterly reports filed with the SEC and the Canadian Securities Administrators (the “CSA”) and assumptions, risks and uncertainties relating to the proposed merger, as detailed from time to time in Valeant’s filings with the SEC and the CSA. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this presentation are set forth in other reports or documents that Valeant and/or Allergan file from time to time with the SEC or the CSA, and include, but are not limited to:
the ultimate outcome of any possible transaction between Valeant and Allergan, including the possibilities that Valeant will not pursue a transaction with Allergan and that Allergan will reject a transaction with Valeant;
if a transaction between Valeant and Allergan were to occur, the ultimate outcome and results of integrating the operations of Valeant and Allergan, the ultimate outcome of Valeant’s pricing and operating strategy applied to Allergan and the ultimate ability to realize synergies;
the effects of the business combination of Valeant and Allergan, including the combined company’s future financial condition, operating results, strategy and plans
the effects of governmental regulation on Valeant’s and Allergan’s business or potential business combination transaction;
ability to obtain regulatory approvals and meet other closing conditions to the transaction, including all necessary stockholder approvals, on a timely basis;
Valeant’s and Allergan’s ability to sustain and grow revenues and cash flow from operations in their respective markets and to maintain and grow their respective customer bases, the need for innovation and the related capital expenditures and the unpredictable economic conditions in the United States and other markets;
the impact of competition from other market participants;
the development and commercialization of new products;
the availability and access, in general, of funds to meet Valeant’s and Allergan’s debt obligations prior to or when they become due and to fund their operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets;
Valeant’s and Allergan’s ability to comply with all covenants in their respective indentures and credit facilities any violation of which, if not cured in a timely manner, could trigger a default of their respective other obligations under cross-default provisions; and
the risks and uncertainties detailed by Valeant and Allergan with respect to their respective businesses as described in their respective reports and documents filed with the SEC. All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. None of Pershing Square or any of its affiliates or associates, or any of their respective directors, officers, employees, agents, shareholders or advisors undertakes any obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect actual outcomes.
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Disclaimer
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Platform Value
In this presentation, we have attempted to value an asset of Val-gan, which we refer to as its “Platform Value”. Considerations in valuating this asset include management’s ability to (1) identify new acquisitions, (2) execute those acquisitions on reasonable terms, and (3) integrate them effectively.
There is always a risk that acquisitions may be too difficult to accomplish or otherwise be unsuccessful
We are not aware of any recognized authority for valuing Platform Value, but we believe that the market should assign value to Platform Value. It is possible that the market will not assign any Platform Value to Valeant or Val-gan. And if so, the estimates and projections of Platform Value we provide will be inapplicable.
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Introduction to Pershing Square
Pershing Square manages approximately $13 billion in capital
Concentrated, research-intensive, value investor
We seek to own high-quality businesses, often with a catalyst to unlock value
Pershing Square has a track record as an active, long-term, value-creating shareholder
oOur target holding period for our active investments is generally four to six years
Pershing Square owns a 9.7% stake in Allergan
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Pershing Square Investment Criteria
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Pershing Square likes businesses with the following qualities:
Durable products/brands
Predictable financial results
Superior long-term growth in free cash flow per share
Shareholder-friendly capital allocation
Representative Holdings
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We Have Not Previously Invested in a Pharmaceutical Company
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Patent cliffs for major products
Huge investments in high-risk, low-return R&D to replace off-patent drugs
Price pressure in many segments
Bloated overhead and cost structures
Value-destroying acquisitions
The traditional pharmaceutical company s products are not durable, and growth is not predictable
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Why Valeant is Unique
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Valeant is a specialty pharmaceutical company that fits our investment criteria
Durable products/brands
Predictable financial results
Superior long-term growth in free cash flow per share
Culture of cost discipline and operational excellence
Shareholder-friendly capital allocation
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0%500%1,000%1,500%2,000%2,500%3,000%3,500%Feb-08Aug-08Feb-09Aug-09Feb-10Aug-10Feb-11Aug-11Feb-12Aug-12Feb-13Aug-13Feb-14
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Valeant Total Shareholder Return
An investment in Valeant shares on the day Mike Pearson became CEO has appreciated 25x in six years including dividend reinvestment
2,544%
Valeant total shareholder return from 2/1/2008 to 4/21/2014
Valeant TSR Under Mike Pearson’s Leadership
2/1/08: Mike Pearson appointed CEO; Valeant share
6/20/10: Announced merger with Biovail
9/3/12: Announced acquisition of Medicis for $2.6bn
5/27/13: Announced acquisition of Bausch & Lomb for $8.7bn
Note: Chart shows the total shareholder return for an investment in Valeant Pharmaceuticals International, the entity that merged into Biovail Corporation on September 28, 2010. Subsequent to this transaction, Biovail Corporation changed its name to Valeant Pharmaceuticals International, Inc. Chart assumes that the special dividend of $16.77 paid to legacy Valeant shareholders at closing of the merger and the special dividend of $1.00 paid to new Valeant shareholders on December 22, 2010 were both immediately reinvested in new Valeant (fka Biovail) common stock.
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The Outsiders: Eight Unconventional CEOs and Their Radically Rational Blueprint for Success
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Warren Buffett, Berkshire Hathaway
Tom Murphy, Capital Cities
Dick Smith, General Cinema
Bill Anders, General Dynamics
Bill Stiritz, Ralston Purina
John Malone, TCI
Henry Singleton, Teledyne
Katharine Graham, The Washington Post
References are to The Outsiders by author William N. Thorndike, Jr., Harvard Business Review Press, October 2012.
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The Outsiders’ Principles remind us of Valeant
The CEOs chronicled in The Outsiders produced returns of over 20x the S&P 500 and over 7x their respective peer groups
“Capital allocation is a CEO s most important job”
“What counts in the long run is the increase in per-share value, not overall growth or size”
“Cash flow, not reported earnings, is what determines long-term value”
“Decentralized organizations release entrepreneurial energy and keep both costs and „rancor down”
“Independent thinking is essential to long-term success, and interactions with outside advisers (Wall Street, the press, etc.) can be distracting and time-consuming”
“Sometimes, the best investment opportunity is your own stock”
“With acquisitions, patience is a virtue… as is occasional boldness”
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Mike Pearson is an Outsider CEO
“These eight CEOs were not charismatic visionaries, nor were they drawn to grandiose strategic pronouncements. They were practical and agnostic in temperament, and they systematically tuned out the noise of conventional wisdom by fostering a certain simplicity of focus, a certain asperity in their cultures and their communications.”
“Each ran a highly decentralized organization; made at least one very large acquisition; developed unusual, cash flow-based metrics; and bought back a significant amount of stock. None paid meaningful dividends… All received the same combination of derision, wonder, and skepticism from their peers and the business press. All also enjoyed eye-popping, credulity-straining performance over very long tenures…”
-William N. Thorndike, Jr., The Outsiders
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The Outsiders: Eight Unconventional CEOs and Their Radically Rational Blueprint for Success
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Warren Buffett, Berkshire Hathaway
Tom Murphy, Capital Cities
Dick Smith, General Cinema
Bill Anders, General Dynamics
Bill Stiritz, Ralston Purina
John Malone, TCI
Henry Singleton, Teledyne
Katharine Graham, The Washington Post
Mike Pearson, Valeant
References are to The Outsiders by author William N. Thorndike, Jr., Harvard Business Review Press, October 2012.
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Presentation Summary
I.Why We Like Valeant s Business Model
II.Accounting Considerations
III.How We Evaluate the Transaction
IV.Summary
V.Appendix
I.Why We Like Valeant s Business Model
I.Why We Like Valeant s Business Model
II.Accounting Considerations
III.How We Evaluate the Transaction
Valuing “Val-gan”
Platform Value
Durable Products and Cash Flows
Growing Markets & Categories
R&D and Acquisition Strategy
Superior Operating Model
Organic Growth
Shareholder-Oriented Culture and Incentive Structure
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I. Why We Like Valeant’s Business Model
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Pershing Square Due Diligence on Valeant
In the four months since our initial contact with Valeant, we have performed significant due diligence on the company
Reviewed public company information for Valeant and Allergan
On February 9th, 2014 we executed a confidentiality agreement with Valeant, which allowed us to conduct substantial due diligence
In-person meeting with board of directors
Extensive management interviews
Selective local due diligence at the country level
Review of parent and regional business plans
Review of historical and projected organic growth by business unit and region
Review of business development pipeline
Review of R&D pipeline
Review of global tax structure
Review of bear thesis
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Highly decentralized
Local managers determine product mix, pricing & distribution strategy
Culture of cost efficiency
Management incentives aligned with shareholders
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Why We Like Valeant
Low % of products with patent cliffs
Low product concentration risk
Lower price and reimbursement risk
Durable Products and Cash Flows
High-growth categories
High-growth geographies
New products
Lower-risk, higher-return R&D
Platform for accretive acquisitions
Share buybacks
Growth
Shareholder-Friendly Capital Allocation
Management is focused on creating shareholder value
Superior Operating Model
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William F. Doyle
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Senior Advisor, Pershing Square Capital Management, L.P.
Massachusetts Institute of Technology; SB Engineering, 1984
Harvard Business School; MBA, 1992 – Section H with Bill Ackman
McKinsey & Company; 1992-1995 – Worked with Mike Pearson
oGlobal Healthcare Group
Johnson & Johnson; 1995-2000 – Retained Mike Pearson
oGroup Operating Committee, OTC Pharmaceutical & Medical Device Group
oV.P. for licensing & acquisitions and medical device R&D
oBoard of Directors, Johnson & Johnson Development Corp.
WFD Ventures LLC; 2002-present
oManaging Director
oVenture capital investments in medical device and specialty pharmaceutical sectors
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Durable Products and Cash Flows
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Patent Cliff Products
A patent provides a legal monopoly to the inventor of a drug or medical device for a limited period of time
During the period of patent exclusivity (usually 20 years from the filing of the patent application), superior profit margins are possible (and necessary to recoup the cost of developing the drug/device)
On the day the patent expires (the “patent cliff”), low-cost, generic products can enter the market. If generics enter, sales of more expensive, previously patented products usually decline substantially
Durable Products
Do not depend on the legal monopoly afforded by patents for their market position
Similar to consumer packaged goods
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“Patent Cliff” vs. “Durable” Drugs/Medical Devices
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Source: Valeant Presentations, April 22, 2014 and January 14, 2014 at JPMorgan Conference
0%10%20%30%40%50%60%70%80%90%100%
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The Vast Majority of Valeant’s Revenue is Durable
% of 2014E Revenue
Devices 21%
Over-the-Counter (“OTC”) 20%
Generics
18%
Prescription (“Rx”) 41%
Patent Cliff Rx 15%
Durable Products
85%
Durable healthcare products are more comparable to high-margin consumer products than to traditional, patented pharma products
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Prescription (“Rx”) revenues are expected to be 41% of total 2014 revenues
~60% of Rx revenues (~26% of total) are durable:
Already off-patent
oExample: Efudex
Too small to attract generic entrants
oExample: Tetrix
Difficult to manufacture
oExample: Retisert
Generics not physiologically equivalent
oExample: Wellbutrin XL
Strong brands with patient/doctor loyalty
oExample: Obagi Hydroquinone
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The Majority of Prescription Drug Revenue is Durable
Source: Company Presentation, April 22, 2014.
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Valeant has Low Product Concentration Risk
Unlike most traditional pharmaceutical companies, Valeant has a highly diversified product portfolio minimizing product concentration risk
Products 11—20 12%
Top 10 Products
18%
Rest of Portfolio
70%
Revenue Contribution by Products 2014E
The top 10 products of Merck and Pfizer represent ~50% of revenues
Source: Company presentation January 14, 2014 at JPMorgan Conference
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Valeant has Lower Price and Reimbursement Risk
Valeant’s products are predominantly cash-pay or reimbursed by private insurers
Cash / Private Payer
75%
Government Pay 25%
Revenue Contribution by Payer 2014E
Source: Company presentation January 14, 2014 at JPMorgan Conference
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Growing Markets & Categories
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Derm Rx / Pod, 19%Consumer, 14%Aesthetics / PDT, 13%Neurology, 12%Ophthamology Rx, 11%Surgical, 6%Generics, 6%Lens, 4%Dental, 4%Other, 12%
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Categories with Attractive Growth Drivers
Growing faster than global pharma market
Doctors or patients make product choices
Receptive to new products and line extensions
Cash-pay or reimbursed through private insurance
Valeant U.S. Category Mix (2014E)
Source: Valeant Internal Documents. Management Interviews
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International, Not Global
U.S./ Canada
Western Europe
Japan
Eastern Europe
Latin America
China
Emerging Asia
India
Patented Prescription
Durable Prescription
Over-the-Counter
Branded Generic
Generic
Devices
Valeant executes product mix, distribution, and promotional strategies to drive growth in attractive geographies
~30% of 2014 estimated sales are in emerging markets
Source: Company Presentation, April 22, 2014. Management interviews.
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Industry-Leading New Product Launch Program
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United States
19 planned product launches in 2014
Estimated new-product peak sales of $1.3bn to $2.3bn
Emerging Markets
More than 300 product launches planned in 2014
Source: Company Presentation, April 22, 2014.
8%9%6%11%13%12%9%10%7%0%2%4%6%8%10%12%14%201120122013Developed MarketsEmerging MarketsTotal Product Sales
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Durable Franchise with Attractive Growth
Organic growth has consistently been mid to high single-digit
Valeant’s pro-forma organic growth, excluding the impact of generic entry, highlights the ongoing growth potential of the durable business (~85% of total)
Pro-Forma Organic Growth
Excluding the impact of generic entry, FX adjusted
Source: 2011, 2012, 2013 Year End Earnings Press Release
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R&D and Acquisition Strategy
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Traditional Pharma R&D Model is Broken
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High-risk, low-return
The Traditional model
Large, fixed-cost R&D organization
Discovery Formulation Pre-clinical trials Scale-up Clinical trials
High-Risk
Only 4% of pre-clinical compounds become approved medications(1)
Low-Return
Total cost per drug $1.3bn, up 10x since 1975(2)
A 10- to 15-year investment to develop a novel drug(2)
4.8% industry average ROI on R&D investment(3)
(1)“Getting Pharmaceutical R&D Back on Target”; Mark E. Bunnage; Nature America, Inc.
(2)“The Pharmaceutical Industry and Global Health Facts and Figures 2012”; IFPMA.
(3)“Measuring the Return from Pharmaceutical Innovation in 2013”; Deloitte / Thomson Reuters.
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High Risk “Traditional” R&D Model
December 4, 2006 “End of Drug Trial Is a Big Loss for Pfizer”
“Roche Drops After Halting Cholesterol Drug Development”
May 7, 2012
“Elan, Wyeth tumble on Alzheimer’s study”
July 30, 2008
Market Cap Decline Day of Announcement -$21bn -$14bn -$5bn
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Source: Bloomberg Market Data
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Focused on lower-risk, higher-reward programs
Line extensions and re-formulations
New indications and strengths for existing drugs
New branded generics
Prescription to OTC switches
High-probability development programs (Phase IIIs)
No high-risk discovery R&D
No pre-set R&D spend as a percentage of revenue
Low, fixed-cost R&D Infrastructure
Outsource non-core R&D functions
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Valeant: Lower-Risk, Higher-Productivity R&D
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Line extensions and re-formulations
Example: Acanya
New indications and strengths for existing drugs
Example: Retin-A Micro .08%
New branded generics
Example: 300 new product launches expected in 2014
Prescription to OTC switches
Example: Bedoyecta
High-probability development programs (Phase IIIs)
Example: Luzu
Low-risk New Chemical Entities (NCE s)
Example: Jublia
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Track Record of R&D Productivity
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19 planned launches in 2014
Peak sales potential: $1.3—2.3 billion
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late-stage pipeline projects |
Peak sales potential: $1.4—3.4 billion
Valeant standalone estimated 2015 R&D spend: ~$200 million
~2% of revenue
Industry-leading productivity
Valeant’s superior R&D productivity is indicative of its investment discipline and cost-focused culture
Track Record of R&D Productivity
Source: Company public presentation April 22, 2014. Pershing Square estimate of 2015 R&D spending is based off of Valeant’s ~$200mm run-rate end of 2014 spending rate
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Valeant’s R&D Spending is Focused and Productive
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Valeant’s disciplined focus on lower-risk, higher-return R&D projects has led to an R&D ratio that is lower than peers
Valeant Model (2013)2
Traditional Pharma(1)
~50%
EBIT
~19%
~28%
R&D
EBIT
~3%
R&D
~22%
~75%
~29%
~77%
Gross Margin
SG&A
Gross Margin
SG&A
Targeted, high-return R&D is a driver of organic growth with an industry-leading number of product launches planned for 2014
1Traditional Pharma represents the average of Pfizer, Merck, Eli Lilly, and Bristol-Myers Squibb (2014 Est) based on Sanford Bernstein estimate. 2 Valeant 2013 Q4 Earnings Press Release
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Larger acquisitions of traditional pharma / device companies with bloated cost structures and unproductive R&D spending
Smaller, bolt-on acquisitions of products easily integrated into Valeant’s efficient, international distribution infrastructure
In-licenses from one-product companies
Acquisitions of sub-scale companies without adequate distribution
Declining products neglected by other companies that can return to growth with promotion
Effective acquisition and integration process
CEO Mike Pearson is personally involved in evaluation, negotiation and execution of transactions
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Core Competency in Licensing & Acquisitions
Valeant is a nimble acquirer of attractive businesses, large and small
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Licensing & Acquisition Track Record
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Licenses & Acquisitions
Management has completed 100+ acquisitions and licenses, investing $19bn+ since 2008
Acquisitions have been highly accretive
Collectively, since 2008, Valeant has earned a >20% unlevered return (before tax efficiencies) on its acquisitions
Valeant management expects the majority of the company’s future free cash flow will be allocated to its value-creating acquisition strategy
Source: Management interviews
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Superior Operating Model
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-William N. Thorndike, Jr., The Outsiders
“[Henry] Singleton [the CEO of Teledyne] believed in an extreme form of organizational decentralization with a wafer-thin corporate staff at headquarters and operational responsibility and authority concentrated in the general managers of the business units. This was very different from the approach of his peers, who typically had elaborate headquarters staffs replete with vice presidents and MBAs.”
“Singleton was an iconoclast and the idiosyncratic path he chose to follow caused much comment and consternation on Wall Street and in the business press. It turned out that he was right to ignore the skeptics.”
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Product mix, price, and distribution optimized for each region
Not all products in all markets
Partner locally where it makes sense
SG&A zero-based for products and region
No pre-set percentages of revenue for sales & marketing expense
Country / business unit managers compensation aligned with local business performance
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Highly Decentralized Operations
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“We will operate a low-cost operating model in all that we do. In essence, we will continue to apply a low-margin operating mindset to a high-margin business. We will take pride in our frugality, our ability to make quick decisions based on internal resources, our willingness to all wear different hats at different times.”
- Mike Pearson, 2010 Chairman s Letter
Valeant has a Culture of Cost Efficiency
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Small corporate function / extremely limited overhead
Manage strategy, capital allocation, legal and financial controls
Zero-base all SG&A categories
No pre-set percentages of revenue or annual budgets
Expect industry-leading employee productivity
Low gross-margin mindset in a high gross-margin business
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Culture of Cost Control and Productivity
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1Traditional Pharma represents the average of Pfizer, Merck, Eli Lilly, and Bristol-Myers Squibb (2014 Est) based off Sanford Bernstein estimate. 2 Valeant 2013 Q4 Earnings Press Release
Valeant’s Cost Structure is a Competitive Advantage
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The pharmaceutical industry s high gross margins have supported wasteful SG&A and R&D spending
Valeant has achieved one of the most competitive SG&A ratios in the industry, while continuing to grow organically
Valeant Model (2013)2
Traditional Pharma(1)
~50%
EBIT
~19%
~28%
R&D
EBIT
~3%
R&D
~22%
~75%
~29%
~77%
Gross Margin
SG&A
Gross Margin
SG&A
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Organic Growth
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Why Detailed Growth Disclosure is Important
Consider a company with the following growth characteristics
75% of revenue grew at 10%
25% of revenue grew at -30%
Consolidated revenue growth = 0%
Analysts would likely assign a multiple to the this business based on its 0% consolidated growth rate
The market does not do a good job valuing a business comprised of segments with materially different growth prospects
48
We believe valuing this business as a 0% grower is wrong
As the negative growth business shrinks, consolidated growth will increase to the growth rate of the growing business
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Organic Revenue Growth Disclosure
Valeant provides detailed organic growth transparency, reporting growth in four different ways to assist investors in valuing different components of the business
Valeant is the only major pharmaceutical company that discloses organic growth
Same Store
Pro-Forma For Acquisitions (Assumes acquired companies were purchased at the beginning of the prior reporting period)
1) Including the effect of generic entry
2) Excluding the effect of generic entry
3) Including the effect of generic entry
4) Excluding the effect of generic entry
49
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Durable portfolio growth rate
Organic Growth Measuring Underlying Growth at Valeant
50
As the portfolio subject to new generic competition winds down, reported corporate growth will approach the growth rate of the durable portfolio
Investors who do not adjust for the impact of new generic competition will underestimate the growth rate of the durable portfolio
Only ~7% of Valeant’s revenue (~1/2 of the total patent cliff revenue) will face new generic competition by 2016, and thereafter a relatively small percentage of the business is at risk in any year1
Reported corporate growth rate
Temporary effect of new generic competition
(1)Valeant Public Presentation January 14, 2014 at JPMorgan Conference
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Organic Growth
Measuring Underlying Growth
Organic growth, excluding the impact of new generic competition, has been consistently mid to high single-digit
Pro-Forma Organic Growth
Excluding the impact of generic entry, FX-adjusted
2013
2011 2012 2013 Q1 Q2 Q3 Q4
Developed Markets 8% 9% 6% 1% 3% 4% 10%
Emerging Markets 11% 13% 12% 11% 12% 13% 13%
Total Product Sales 9% 10% 7% 4% 6% 6% 11%
Note: 2011 and 2012 organic growth rates are not adjusted to exclude the impact of generic entry. The impact of generic entry was immaterial in 2011 and 2012. Growth rates for all periods are pro forma for acquisitions completed during the period but not for acquisitions completed in future periods (e.g. 2011 is not pro forma for 2013 acquisitions).
Source: 2011, 2012, Q1-Q4 2013 Valeant Earnings Press Release 51
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52
Shareholder-Oriented Performance Culture and Incentive Structure
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53
-William N. Thorndike, Jr., The Outsiders
“[T]he outsiders (who often had complicated balance sheets, active acquisition programs, and high debt levels) believed the key to long-term value creation was to optimize free cash flow, and this emphasis on cash informed all aspects of how they ran their companies – from the way they paid for acquisitions and managed their balance sheets to their accounting policies and compensation systems.”
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Capital Allocation at Valeant
54
Valeant’s capital allocation strategy reflects management’s focus on creating shareholder value
Acquisitions
Management has completed 100+ acquisitions and licenses, investing $19bn+ since 2008
These acquisitions have been highly accretive due to superior cost structure and operating model
Valeant management expects the majority of the company’s future free cash flow will be allocated to its value-creating acquisition strategy
Share Repurchases
Valeant has been an aggressive buyer of its stock
Between 2008 and 2012, Valeant repurchased $2.5bn of stock and convertible bonds
Source: Management Interviews
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Management Is Incentivized To Create Shareholder Value
Mike Pearson and his team own significant stock in Valeant, further aligning management with shareholders. Pearson owns ~10.6mm shares (or ~$1.3 billion) which he is restricted from selling until 2017
CEO Mike Pearson and his senior team have the potential to be richly rewarded for outstanding long-term share price performance
Annual Cash Incentive Compensation
Up to 200% of base salary possible if goals are achieved
Long-Term Incentive Compensation
50% time-vested stock options
50% performance share units; three-year annualized Total Shareholder Return (TSR) vesting
Source: Valeant 2014 Schedule 14A
Annualized TSR (IRR)
% of PSUs vesting
<15%0%15%100%30%200%45%300%60%400%
Michael Pearson & Howard Schiller
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Valeant’s Culture and Execution Reminds Us of 3G
3G Case Studies
ABI: $175bn market cap, 511% TSR last decade (20% p.a.)
BKW: bought in Oct. 2010, TEV from $4bn to $11bn in 3.5 years
HNZ: bought Feb. 2013, EBITDA margins are already up ~300-400bps to ~29%1
Efficient operators and capital allocators enjoy unique, enduring advantages within an industry
Superior capital allocation and operational efficiency allow Outsider CEOs to take advantage of opportunities others cannot profitably pursue
Revenue and market development opportunities
Investments for growth
Acquisitions
3G has achieved extraordinary success in various businesses by implementing a culture of efficiency, cost discipline, zero-based budgeting, and shareholder-oriented capital allocation
(1)Deutsche Bank estimate, April 8, 2014.
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II. Accounting Considerations
57
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-William N. Thorndike, Jr., The Outsiders
“In another departure from conventional wisdom, Singleton eschewed reported earnings, the key metric on Wall Street at the time, running his company instead to optimize free cash flow.”
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Understanding Valeant’s Financials
59
We believe GAAP accounting does a poor job tracking the economic performance of platform businesses like Valeant
To evaluate Valeant s business performance, we believe one first needs to translate GAAP earnings into economic earnings
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Source: 2011, 2012, 2013 Valeant Form 10-k.
Valeant’s GAAP Net Income Does Not Track Cash Flow
60
GAAP Net Income has not been a good proxy for Valeant’s free cash flow
2011
2012
2013
2011—2013
~$4.5bn Difference
$mm
GAAP Net Income
GAAP Cash From Operations
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Valeant’s Definition of Cash Net Income
GAAP Net Income
+ Inventory Step-Up Reversal (COGS)
+ Acquired In-Process R&D Impairment
+ Restructuring & Integration Acquisition Costs
+ Amortization of Intangible Assets
+ Asset Impairments
+ Change in Fair Value of Contingent Consideration
+ Debt Extinguishment Loss (Gain)
+ Non-Cash Interest Expenses
+ Non-Cash Taxes
+ Other (Acq.-Related Litigation Settlements, Gain/Loss on Sale)
Cash Net Income
Valeant does not add back stock-based compensation, depreciation, or ordinary-course legal expense
Source: Valeant Q4 2013 Earnings Press Release
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Reconciliation of Valeant 2013 GAAP Net Income to “Cash Net Income”
These adjustments are required to translate GAAP earnings to economic earnings
Source: Valeant Q4 2013 Earnings Press Release
GAAPNon-GAAPEarningsAdj.Cash EarningsTotal Revenue5,770—5,770 Cost of Goods Sold (Ex- Int. Ammo)1,905 (436) 1,469 % Gross Margin67%75%SG&A1,305 (22) 1,283 % of Sales23%22%R&D157—157 % of Sales3%3%Contingent Consideration FV Adj.(29) 29—Acquired In-Process R&D Impairment154 (154)—Restructuring & Acq. Costs551 (551)—Amortization of Intangible Assets1,902 (1,902)—Other Expense/(Income)234 (234)—Operating Income(410) 3,270 2,860 % of Sales-7%50%Interest Expense836 (89) 747 Other Income/(expense)(69) 66 (3) Pre-Tax Income(1,314) 3,425 2,111 Tax Provision/(Recovery)(451) 516 65 % Tax Rate34%3%Net Income (Loss)(864)$ 2,909$ 2,046$ Net Income Attributable to Noncontrolling Int.2—2 Net Income(866)$ 2,909$ 2,043$
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Cash Net Income Reconciliation: Major Adjustments
63
Four large adjustments comprise ~90% of Valeant’s pre-tax income adjustments
These non-cash charges are required by GAAP purchase accounting, but do not reflect a loss of economic value for Valeant
A one-time cash charge that economically should be capitalized as purchase consideration rather than expensed in the income statement
Source: Valeant Q4 2013 Earnings Press Release
Major Adjustments:AmountNon-Cash Expenses Amortization of Intangible Assets1,902$ Inventory Step-Up Reversal (COGS)436 Acquired In-Process R&D Impairment154 Cash Expenses Restructuring & Acq. Costs551$ Total “Major Adjustments“3,043$ Other Adjustments382 Total Operating Inc. Adjustments3,425$
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III. How We Evaluate the Transaction
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PS % of Volume11131217211516151814101819171516262318222317211912251318182750037303138343901,0002,0003,0004,0005,0006,0007,0008,0009,0000,000$105$110$115$120$125$130$135$140$145Feb-25Feb-26Feb-27Feb-28Mar-03Mar-04Mar-05Mar-06Mar-07Mar-10Mar-11Mar-12Mar-13Mar-14Mar-17Mar-18Mar-19Mar-20Mar-21Mar-24Mar-25Mar-26Mar-27Mar-28Mar-31Apr-01Apr-02Apr-03Apr-04Apr-07Apr-08Apr-09Apr-10Apr-11Apr-14Apr-15Apr-16Apr-17Apr-21Volu me (‘000 shares)Share Price (USD)Shares, Options, and Forwards Purchased by Pershing SquareVolumeShare Price
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Allergan s unaffected share price is $116.63, the closing price on April 10, the day before Pershing Square began its rapid accumulation program
Allergan share price and volume from 2/25/2014 to 4/21/2014
Allergan Unaffected Share Price
Note: Chart shows Allergan’s share price, volume, and the number of shares, delta-one options, and forwards purchased by Pershing Square from February 25, 2014, the day Pershing Square began its purchases, to April 21, 2014. Share price and volume data are as per Capital IQ.
Unaffected share price: $116.63
Apr. 9-10: No Pershing purchases
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Allergan Unaffected Share Price (Cont.)
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During the 31-day trading period from February 25th through April 8th, Pershing Square through its derivative counterparty accumulated a 4.99% economic stake1 in Allergan
During this period, Pershing Square s notional shares underlying its options accounted for ~17% of Allergan s average daily volume
Volume during this period averaged 2.8mm shares
After reaching a 4.99% economic stake on the morning of April 8th, Pershing Square stopped trading
On April 9th and 10th Pershing Square did not trade Allergan stock or derivatives
During this period, average volume in Allergan shares declined to 1.9mm
With Pershing Square out of the market, Allergan settled to its unaffected price of $116.63 on the close of trading April 10th
1Economic stake includes: Allergan common shares; 1% strike, deep in-the money Allergan call options; and Allergan forward contracts on common stock
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Pershing Square’s Rapid Accumulation Program
67
During these six trading days, volume averaged 6.6mm shares and Pershing Square s notional shares underlying its derivative contracts represented 35% of the average daily volume
During these six trading days, Pershing Square acquired 14.0mm deep in the money Allergan call options and Allergan forward contracts representing 4.7% of Allergan shares outstanding
Beginning on the morning of April 11th and lasting through the close of trading on April 21st, Pershing Square engaged in a rapid accumulation program
During the period of Pershing Square s rapid accumulation program, Allergan s stock price rose from an unaffected price of $116.63 to $142.00, a 22% increase
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The Transaction
68
Summary Terms:
Cash Component:
$15bn; $48.30 per share (based on fully diluted share count)
Barclays and RBC Capital Markets financing commitment for 100% of cash component
Stock Component:
Allergan shareholders will own ~43% of the pro-forma company
Exchange ratio: 0.83 Valeant shares for every 1 Allergan share
Pershing Square Will Elect To Receive 100% Stock
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Allergan Shareholders Will Participate in Ongoing Value Creation
69
The Transaction gives Allergan shareholders ~43% ownership of Val-gan
We believe the combination of Valeant and Allergan will create enormous shareholder value
Between now and the close of the Transaction, Allergan shareholders will participate in any increase in Valeant s share price
Over the short, intermediate, and long-term, we expect the Transaction will generate significant shareholder value
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Valuing Val-gan
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Sum of the Parts (SOTP) Valuation: Two Types of Cash Flow
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Durable Rx
Branded Generics
OTC
Durable Devices
Durable Products
Patent Cliff Products
Patent Cliff Rx
Products: ~74% (of 2014E Sales)
Valuation Methodology
Products: ~26% (of 2014E Sales)
Valuation Methodology
Discounted cash flow analysis
Multiple of after-tax profits
Source: Valeant Public Presentation April 22, 2014
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Val-gan’s Durable Portfolio
72
~74% of Val-gan s pro-forma 2014E sales will come from durable, growing cash flows
Total Portfolio
Durable Portfolio
Source: Valeant Public Presentation April 22, 2014
Patent Cliff26%Durable74%OTC17%Durable Rx30%Generics2%Branded Generics16%Durable Devices9%
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The estimated long-term growth rates set forth above are derived from, among other sources, Company management statements regarding estimated future revenue growth. Those statements are subject to numerous assumptions, risks and uncertainties that may change over time and could cause actual results to differ materially. Valeant Public Presentation April 22, 2014: Valeant believes Val-gan can achieve “[h]igh single-digit organic revenue growth for the foreseeable future” across the entire business, including both the cliff and durable portfolio.
2014E % of Est. Long-Term Growth Legacy Allergan DurableTotal Sales BaseHighBotox19.7%8%10%Facial Aesthetics4.9%10%12%Breast Aesthetics3.7%3%5%Other5.2%2%3%Sub-Total33.4%7%9%Legacy Valeant DurableUS 29.8%4%6%Emerging Markets22.0%8%12%Non-US Developed Markets14.8%2%4%Sub-Total66.6%5%8%Total100.0%6%8%
Durable Portfolio: Participation in Fast Growing Categories
Based on management estimates and our independent research and analysis, we estimate 6% to 8% long-term revenue growth. Our estimate is a slight discount to Valeant management estimates
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Durable Portfolio: Few Healthcare Trading Comparables
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Val-gan s durable business would have few peers among publicly traded pharmaceutical companies
Big Pharma
Few durable assets
High exposure to competitive, low-growth categories
Biotech
High product concentration
Large R&D investment
Specialty Pharmaceuticals
High product concentration
Few durable assets
Generic Pharmaceuticals
Focused on commodity categories
Low secular growth
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1RBC Capital Markets Analyst Report, January 6, 2014
2Based on the closing share prices and Bloomberg consensus EPS estimates as of April 21, 2014
3Valeant Public Presentation, April 22, 2014
4ISI Group Analyst Report, January 31, 2013
Durable Portfolio: Healthcare Trading Comparables
Only a handful of public healthcare companies have durability similar to Val-gan s product portfolio
Perrigo Co.
~78%1 durable – assumes its large biologic drug is a patent cliff asset
Major businesses: Private label OTC; hard-to-manufacture generics
Lower gross margin than Val-gan: 2014E Gross Margin = 42%1 vs. ~80%3
Trading multiple: 21x 2014 EPS2
Zoetis Inc.
>80%4 durable – ~80% of revenues are unpatented or existing patent does not provide market exclusivity; animal health pharmaceuticals face lower generic substitution risk than human pharma
Major business: Companion and livestock animal health pharmaceuticals
Trading multiple: 19x 2014 EPS2
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Durable Portfolio: Healthcare Transaction Comparables
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Several large portfolios of durable OTC products have been sold in the last ten years
Source: Capital IQ and Wall Street research. Net Income multiples represent multiples of tax-effected EBIT excluding synergies.
(1)Multiples adjusted downward for a hypothetical 25% control premium.
xForward Net IncomeAnnouncedPriceAdj. for 25%DateAssetBuyer($bn)ReportedPremium¹10/07/05Boots Healthcare Int’lReckitt Benckiser$3.426x20x06/26/06Pfizer Consumer HealthJohnson & Johnson16.636x29x12/10/07Adams RespiratoryReckitt Benckiser2.329x23x07/21/10SSL InternationalReckitt Benckiser4.225x20x11/15/12Schiff NutritionReckitt Benckiser1.526x21xAverage28x23x
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Durable Portfolio: Trading Comparables Outside of Healthcare
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We believe there are many similarities between the Global Beauty industry and Val-gan’s durable portfolio
High Gross Margins
Strong Organic Growth
Brand Loyalty
Product Diversity
Industry
Global Beauty
Merged Company’s Durable Pharma
5-7%
>70%1
1,000s of products
Efficacy Safety Brand Prestige
100s of products per company
>70%1
6-8%*
Efficacy Brand Prestige
Significant opportunity for low-risk, high-return innovation
(1)Based on the average calendar 2013 gross margin for L’Oreal, Estee-Lauder, and Beiersdorf of 71.6%.
*Erratum: Original presentation referred to “5-7%”
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Global Beauty – 2014 P/E
Note: All multiples are based on Bloomberg consensus estimates as of 4/21/2014.
The global beauty P/E average is 24x projected 2014 earnings
Durable Portfolio: Trading Comparables Outside of Healthcare 24x22x23x28xAverage
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20x22x19x29x28x21xOTC M&A Multiples -Adj. for ControlPremium¹Global BeautyTrading MultiplesPerrigo and ZoetisTrading Multiples
Durable Portfolio Comparables Range: 19x—29x 2014 EPS
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Comparables Range
(1)Multiples adjusted downward for a hypothetical 25% control premium.
There is no assurance that Val-gan s durable portfolio would trade within this range
If Val-gan s durable portfolio were valued similar to businesses that we believe to be comparable, then its resulting range of multiples could be as follows:
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Patent Cliff Portfolio
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We use a discounted cash flow analysis to value the cliff portfolio
No Life-Cycle Management
Assumes management is not able to extend patent exclusivity beyond the original expiration
Revenues after patent cliff are zero
Assumes that the merged company’s market share drops to zero immediately after the patent expires
Assumes the merged company will not enter the generic market
Costs are variable
Assumes the merged company is able to reduce SG&A and R&D costs proportionate to the revenue lost from patent cliffs
Assumptions:
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Patent Cliff Portfolio (Cont.)
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We use a discounted cash flow analysis to value the cliff portfolio
10% Discount Rate
Based on our analysis of Val-gan s patent cliff portfolio, we believe the portfolio has an average remaining life of ten years
We sensitize our DCF analysis to annual growth rates of 0% to 5% until the patent cliff, after which cash flows fall to zero
Methodology:
Assumption: We assume generic Restasis competition in 2024 based on Allergan’s recent patent filings.
See appendix for model
Years of Cash Flow Remaining10yrs10yrs10yrsAnnual Growth Until Patent Cliff0.0%2.5%5.0%DCF Value As a Multiple of 2014E Cash Flow6.1x6.8x7.4x
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Illustrative Valuation Excluding Platform Value
82
If Val-gan s durable portfolio were valued within the range of multiples of businesses that we believe to be comparable, and the cliff portfolio were valued on the DCF analysis presented, then Val-gan s multiple would be as follows:
2014 Earnings Multiple
% Earnings Contribution
Portfolio
There is no assurance that Val-gan would trade at these multiples
This analysis excludes Platform Value, the pipeline value of the merged company, revenue synergies, and life cycle management opportunities
Durable74%20.0x22.0x24.0xCliff26%6.1x6.8x7.4xBase Business100%16x18x20x
Assumption: We assume the durable and cliff portfolios have earnings contributions equal to their sales contribution
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Platform Value
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These companies stock prices have dramatically outperformed their competition because traditional multiple-of-earnings or cash-flow based valuations do not properly reflect Platform Value
Platform Businesses Can Be Incredibly Valuable
84
Businesses that execute value-enhancing acquisitions with shareholder-focused capital allocation deserve significant Platform Value
Liberty Media
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85
Jarden Has Been A Successful Platform
Note: Total shareholder returns are calculated per Bloomberg from June 25, 2001 to April 21, 2014 with all starting values indexed to 100%.
Since Martin Franklin joined Jarden in 2001, the company has achieved success as a consumer products platform, generating a ~33x total shareholder return to-date
Indexed total shareholder return
Indexed total shareholder return of Jarden from 6/25/2001 to 4/21/2014
0%500%1,000%1,500%2,000%2,500%3,000%3,500%4,000%Jun-01Jun-02Jun-03Jun-04Jun-05Jun-06Jun-07Jun-08Jun-09Jun-10Jun-11Jun-12Jun-13Jarden Corp.S&P 500S&P Mid Cap 400
3/27/02: Acquired Tilia for $160mm
2/7/03: Acquired Diamond Brands for $110mm
9/2/03: Acquired Leigh for $155mm
6/28/04: Acquired U.S. Playing Card for $240mm
1/24/05: Acquired American Household for $845mm
7/18/05: Acquired Holmes Group for $625mm
9/5/06: Acquired Pine Mountain for $150mm
4/6/07: Acquired Pure Fishing for $400mm
7/9/07: Acquired K2 for $1.2bn
4/1/10: Acquired MAPA for $500mm
10/3/13: Acquired Yankee Candle for $1.8bn
3,268%
198%
319%
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Jarden’s Platform Strategy
Franklin has successfully implemented The Outsiders principles at Jarden
Value-creating acquisition and capital allocation strategy
Maintains high standards for quality and valuation of acquired businesses
Focus on shareholder value creation not reported GAAP earnings
Intelligent use of debt and equity to finance acquisitions
Capital allocation and acquisitions are a core competency and a significant focus of senior management and the board
“Capital allocation is a CEO s most important job” – The Outsiders
“Decentralized organizations release entrepreneurial energy and keep both costs and „rancor down” – The Outsiders
Small corporate staff; business unit managers are given autonomy
Budgeting process and performance reviews ensure business units are setting and achieving strong goals
Compensation program rewards strong business unit performance
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Martin Franklin, Chairman of Jarden, co-founded PAH in 2013
In May 2013, PAH raised ~$881mm1 and began trading at a valuation close to this cash balance
Pershing Square invested $250mm2 in PAH and owns 27%3 of the company2
In October 2013, PAH announced the acquisition of MacDermid Inc., for $1.8bn cash and equity, a specialty chemical company with significant platform potential
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Martin Franklin’s Next Platform
Platform Specialty Products (NYSE: PAH)
(1)http://ir.platformspecialtyproducts.com/faq.cfm
(2)TR-1 Notification of Major Interest in Shares filed May 29, 2013 and Pershing Square investment information.
(3)Ownership calculated based on PAH shares outstanding as of April 10, 2014.
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$0$5$10$15$20$25May-13Jun-13Jul-13Aug-13Sep-13Oct-13Nov-13Dec-13Jan-14Feb-14Mar-14Apr-14
Platform Specialty Products (NYSE:PAH)
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PAH has increased in value by ~100% in the six months since the announcement of the MacDermid acquisition
PAH Share Price ($)
Source: Bloomberg.
*Erratum: Original presentation referred to “4/17/13”
10/10/13:
Announced acquisition of MacDermid for $1.8bn TEV
5/16/2013: Began trading near cash NAV
1/24/14: PAH listed on NYSE
4/17/14*:
Announced acquisition of Chemtura AgroSolutions for $1.0bn TEV
$20.26
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Platform Specialty Products (NYSE:PAH)
PAH s share price has nearly doubled in the six months since the MacDermid acquisition was announced
What are the possible explanations for this value creation
Did PAH purchase MacDermid at materially less than its fair value
PAH paid ~10x LTM EBITDA
The seller was a private equity firm with no urgency to sell
Did Investors begin to ascribe Platform Value to PAH
Investors recognize the Platform Value of PAH
PAH’s stock price move implies a 100% platform premium
OR
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Transaction and integration track record
How Can One Evaluate PAH’s Platform Value
90
Platform Value is a function of several factors:
PAH
Competitive advantages of the Platform Company
Target Opportunity
Operational efficiencies relative to competitors
Revenue synergy potential
Access to and cost of capital
Large relative size of the market opportunity
Competitiveness of acquisition market
High Platform Value:
Low Platform Value:
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Bad “Platforms”
There are numerous examples of acquisition-intensive companies that have not succeeded
These failures can be distinguished from the Outsider model in the following ways
They lacked a competitive advantage in cost structure or strategy
They overpaid for acquisitions to generate growth
They relied on overvalued equity as an acquisition currency
They failed to integrate and achieve cost synergies
They focused on growing reported GAAP earnings rather than economic earnings per share
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Conservatively underwrite attractive returns
Target 20% unlevered IRR, before tax synergies (est. 30% after-tax)
Target < 6-year payback
Pipeline value of acquisition target assigned zero value
Rapid integration with synergies at or exceeding budget
Have met or exceeded synergy budget on all announced acquisitions
Typically, ~80% of synergies achieved within first year
92
Valeant’s Acquisitions Have Created Value
We believe that Valeant’s track record of value-creating acquisitions is a sustainable competitive advantage that should be reflected in the company s market value
Source: Management interviews
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Valeant’s Proven Integration Track Record
“By the end of the fourth quarter [of 2011] we expect to achieve approximately $350 million synergy run rate for the Company.”
“…The second year after close, we expect to achieve at minimum $175 million in cost synergies.”
“We now expect to achieve greater than $300 million in run rate synergies by the end of the year [2013].”
“…We expect to realize annual run rate constant synergies of greater than $225 million.”
“We have now identified greater than $900 million in synergies”
“…We expect to achieve at least $800 million in annual cost savings.”
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Synergies Announced
Synergies Realized
Source: Company data
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Large Universe of Public and Private Targets
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Large universe of public targets for Val-gan with a market cap of at least $10 billion
58 pharmaceutical and medical device companies with a combined market cap of $3.2 trillion
Note: Market caps are as of 4/21/2014 per Capital IQ. Table excludes Valeant and Allergan.
Market CapMarket CapRankCompany Name($bn)RankCompany Name($bn)1Johnson & Johnson$282.819Celgene Corporation$58.42Roche Holding AG245.520Thermo Fisher Scientific47.63Novartis AG205.221Teva Pharmaceutical Industries43.04Pfizer Inc.197.022Baxter International39.65Merck & Co. Inc.167.723Actavis plc35.46Sanofi138.124Takeda Pharmaceutical Company34.87GlaxoSmithKline plc127.425Merck KGaA34.68Novo Nordisk A/S110.426Covidien plc31.89Gilead Sciences Inc.110.127CSL Ltd.30.310Bayer AG107.628Regeneron Pharmaceuticals30.211Amgen Inc.88.529Alexion Pharmaceuticals30.112Bristol-Myers Squibb83.730Stryker Corporation30.113AstraZeneca PLC80.231Shire plc29.014AbbVie Inc.78.932Forest Laboratories24.715Biogen Idec Inc.70.433Astellas Pharma24.716Eli Lilly and Company64.934Becton, Dickinson and Company22.017Abbott Laboratories59.735Sun Pharmaceutical Industries21.318Medtronic, Inc.59.036Essilor International SA21.0
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Large Universe of Public and Private Targets
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¹We estimate that total pharmaceutical and medical device industry sales are approximately $2tn. Valued at 3x sales, the total industry value is $6tn.
Market caps are as of 4/21/2014 per Capital IQ.
Large universe of public targets for Val-gan with a market cap of at least $10 billion
58 pharmaceutical and medical device companies with a combined market cap of $3.2 trillion
In addition, we estimate that there are ~$3 trillion of privately owned targets in the pharmaceutical and medical device industry¹
Market CapMarket CapRankCompany Name($bn)RankCompany Name($bn)37UCB SA$20.548Vertex Pharmaceuticals Inc.$15.538Perrigo Company plc19.449Otsuka Holdings Co., Ltd.15.439Agilent Technologies Inc.18.250Zoetis Inc.14.540Boston Scientific Corporation18.251Chugai Pharmaceutical Co. Ltd.13.441Illumina Inc.18.152Smith & Nephew plc13.042Mylan, Inc.18.053Aspen Pharmacare Holdings12.143St. Jude Medical Inc.17.854Daiichi Sankyo Company, Limited11.944Coloplast A/S16.355Eisai Co., Ltd.10.945Grifols, S.A.15.956CR Bard Inc.10.946Intuitive Surgical, Inc.15.857Actelion Ltd.10.847Zimmer Holdings, Inc.15.558Olympus Corporation10.0
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Transaction and integration track record
How Can One Evaluate Val-gan’s Platform Value
96
Val-gan s Platform Value is a function of several factors:
Val-gan
Competitive advantages of the Platform Company
Target Opportunity
Operational efficiencies relative to competitors
Revenue synergy potential
Access to and cost of capital
Large relative size of the market opportunity
Competitiveness of acquisition market
High Platform Value:
Low Platform Value:
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Stand AloneProFinancialsFormaSales$100 $100 Gross Profit$75 $75 % Margin75%75%SG&A30 22 % Margin30%22%R&D20 3 % Margin20%3%EBIT$25 $50 % Margin25%50%Taxes$8 $5 % Tax Rate30%10%Net Income$18 $45 Intrinsic Value:Earnings Multiple16x 16x Value$280 $720 % Acquisition Premium 25%% Restructuring Costs4%Purchase Price$363
Illustrative Valeant Transaction: 98% Value Creation, Unlevered
97
98% Value creation
Consistent with synergies achieved historically
Source: Company data. Management Interviews
Year 1, 12% Unlevered yield
$45 / $363 = 12%
$720 / $363 = 98%
(Pro Forma Net Income/Purchase Price)
(Pro-Forma Value/Purchase Price)
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Platform Valuation Illustration
98
Val-gan would only have to acquire ~$20bn of assets to justify a 26% platform premium
We believe the $6tn scale of the healthcare product market and Val-gan s extraordinary financial capacity could allow it to acquire substantially more assets than the table above illustrates
Assumes 100% increase in value of acquired assets1
Pro-Forma Market Cap Assumptions: Valeant pro-forma share count of ~600mm and a share price of $126.00 (closing price April 21, 2014)
1This illustrative example does not take into account present value analysis of the acquisition program
Assumes acquisitions are 100% cash. No equity consideration
Acquired Assets ($bn)$ 10bn$ 20bn$ 30bn$ 40bn Consideration: 100% cash, unlevered (a) Value Creation ($bn)10 20 30 40 (b) Pro-Forma Market Cap ($bn)78 78 78 78 At Current Valeant Share Price% Sharholder Value Creation: (a/b)13%26%38%51%
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99
We Believe Valeant’s Platform has Been Continually Undervalued
In 2008, investors could have purchased Valeant’s shares at ~0.5x 2014 EPS
P/E Multiple
Valeant’s Historical Share Price as a Multiple of 2014E Earnings (2/1/2008 to 4/21/2014)
Source: Bloomberg. Stock price adjusted assuming reinvestment of dividends.
0x2x4x6x8x10x12x14x16x18xFeb-08Aug-08Feb-09Aug-09Feb-10Aug-10Feb-11Aug-11Feb-12Aug-12Feb-13Aug-13Feb-14P/E Multiple of 2014E Earnings
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100
If Val-gan can grow organically at a high single-digit rate as Valeant management projects, and management can invest the company s free cash flow in new acquisition targets at historical rates of return, then we believe management can achieve its goal of 15%-20% annual EPS growth1
1Valeant Presentation April 22, 2014
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IV. Summary
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Cost Synergies
Organic Growth
Business Development
Standalone Allergan vs. Val-gan
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M&A
R&D Success
Cost Savings
Allergan “Standalone” Sources of Incremental Value
Transaction Sources of Value
Mixed track record
Valeant has achieved announced cost synergies in all announced transactions
Upside
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2014 Pro-Forma EPS11.08$ Earnings Multuple7.4xValeant* Stock Price82$ x (Exchange Ratio)0.83 + Stock Value68$ + Cash Value/Share48$ = Total Value (Stock + Cash)116$ % Change vs. Unaffected Price0%
7.4x
P/E Ratio:
Large Margin of Safety
103
Val-gan would need to trade at only 7.4x 2014 Pro-Forma Cash EPS1 in order for the Transaction value to exceed Allergan’s unaffected price
1Source: Valeant Presentation April 22, 2014 2014 Pro-Forma Cash EPS Mid-Point
*Erratum: Original presentation referred to “Venus”
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104
-John Templeton
“It is impossible to produce superior performance unless you do something different.”
Val-Gan
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V. Appendix
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Cash Net Income Reconciliation: Major Non-Cash Expense Adjustments
106
Valeant removes certain non-cash expenses to better match Net Income with recurring Free Cash Flow
Amortization of Intangible Assets ($1.9bn charge, 2013)
GAAP requires companies to amortize the accounting value of acquired assets
This amortization is purely a GAAP accounting convention and is unrelated to the economic value of the asset
Acquired In-Process R&D Impairments ($154mm charge, 2013)
These are impairments of pipeline assets that Valeant is required to capitalize under GAAP purchase accounting rules
These impairments do not impact the company’s free cash flow in the reporting period or management’s expectation of future free cash flow
Valeant underwrites all of its acquisitions assuming the value of the target’s pipeline is zero
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Cash Net Income Reconciliation: Major Non-Cash Expense Adjustments
107
Valeant removes certain non-cash expenses to better match Net Income with recurring Free Cash Flow
Inventory Step-Up ($436mm adjustment, 2013)
GAAP requires purchasers to write-up the value of an acquired company’s inventory to estimated fair value
For Valeant, this write-up is often large because Valeant tends to acquire very high gross margin companies
Large inventory write-ups significantly reduce the GAAP gross margin Valeant reports when the written-up inventory is sold
We believe that removing the effect of this write up provides a better measure of recurring gross profits
Non-Cash expenses Valeant does not remove
Unlike many companies that report Non-GAAP financials, Valeant does not add back Stock-Based Compensation
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Cash Net Income Reconciliation: Restructuring Costs ($551mm, 2013)
108
Valeant removes restructuring charges to better match Net Income with recurring Free Cash Flow
Valeant’s restructuring charges are cash and non-cash expenses incurred in connection with corporate restructurings
The vast majority of these restructurings relate to realizing synergies at newly acquired companies
We believe that if acquisitions were to stop today, restructuring charges would drop to zero
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Cash Net Income Reconciliation: Cash Taxes
109
Valeant’s cash tax rate in 2013 was 3% of Adjusted Pre-Tax Profits
We believe that Valeant, on a standalone basis, can continue to achieve a mid-single digit tax rate for the foreseeable future
Valeant’s adjusted tax rate is a more accurate measure of the company s annual cash tax expense
Valeant’s cash tax rate is sustainably low
For GAAP purposes, Valeant reports an effective tax rate of 34%
Adjusting this rate to reflect the cash taxes that Valeant actually pays is a more accurate measure of Valeant’s annual tax expense
Source: Management Interviews
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Undiscounted Cash Flows% AnnualCaseGrowthYear 1Year 2Year 3Year 4Year 5Year 6Year 7Year 8Year 9Year 10Low0.0%1.0 1.01.01.01.01.01.01.01.01.0Base2.5%1.0 1.01.11.11.11.11.21.21.21.2High5.0%1.0 1.11.11.21.21.31.31.41.51.6Discounted Cash Flows% AnnualCaseGrowthYear 1Year 2Year 3Year 4Year 5Year 6Year 7Year 8Year 9Year 10Total/SumLow0.0%0.9 0.8 0.8 0.7 0.6 0.6 0.5 0.5 0.4 0.4 6.1xBase2.5%0.9 0.8 0.8 0.7 0.7 0.6 0.6 0.6 0.5 0.5 6.8xHigh5.0%0.9 0.9 0.8 0.8 0.8 0.7 0.7 0.7 0.6 0.6 7.4xDiscount Rate10%
Patent Cliff Discounted Cash Flow Analysis
110
Discounted Cash Flow model detail
6.1x to 7.4x Year 1 Cash Flow
ADDITIONAL INFORMATION
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Valeant Pharmaceuticals International, Inc. (“Valeant”) has made for a business combination transaction with Allergan, Inc. (“Allergan”). In furtherance of this proposal and subject to future developments, Valeant and Pershing Square Capital Management, L.P. (“Pershing Square”) (and, if a negotiated transaction is agreed, Allergan) may file one or more registration statements, proxy statements or other documents with the U.S. Securities and Exchange Commission (the “SEC”). This communication is not a substitute for any proxy statement, registration statement, prospectus or other document Valeant, Pershing Square and/or Allergan may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF VALEANT AND ALLERGAN ARE URGED TO READ THE PROXY STATEMENT(s), REGISTRATION STATEMENT, PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of Allergan and/or Valeant, as applicable. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Valeant and/or Pershing Square through the web site maintained by the SEC at http://www.sec.gov.
Information regarding the names and interests in Allergan and Valeant of Valeant and persons related to Valeant who may be deemed participants in any solicitation of Allergan or Valeant shareholders in respect of a Valeant proposal for a business combination with Allergan is available in the additional definitive proxy soliciting material in respect of Allergan filed with the SEC by Valeant on April 21, 2014. Information regarding the names and interests in Allergan and Valeant of Pershing Square and persons related to Pershing Square who may be deemed participants in any solicitation of Allergan or Valeant shareholders in respect of a Valeant proposal for a business combination with Allergan is available in additional definitive proxy soliciting material in respect of Allergan filed with the SEC by Pershing Square. The additional definitive proxy soliciting material referred to in this paragraph can be obtained free of charge from the sources indicated above.