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Valeant Pharmaceuticals
International, Inc.
Valeant’s Acquisition of Medicis:
Creating a Global Leader in Dermatology
September 4, 2012
Forward-Looking Statements
This presentation contains forward-looking statements regarding, among other things, the proposed business
combination between Valeant and Medicis, Valeant's and Medicis' financial position, market position, product
development and business strategy, expected cost synergies, expected timing and benefits of the transaction, as well as
estimates of Valeant's future expenses and future earnings per share. Statements including words such as "believes,"
"expects," "anticipates," "intends," "estimates," "plan," "will," "may," "intend," "guidance" or similar expressions are
forward-looking statements. Because these statements reflect Valeant's or Medicis' current views, expectations and
beliefs concerning future events, these forward-looking statements involve risks and uncertainties.
Investors should note that many factors could affect the proposed business combination of the companies, future
financial results and could cause actual results to differ materially from those expressed in forward-looking statements
contained in this presentation. These factors include, but are not limited to: the risk that the acquisition will not close;
the risk that Valeant's business and/or Medicis' business will be adversely impacted during the pendency of the
acquisition; the risk that the operations of the two companies will not be integrated successfully; Valeant's and Medicis'
ability to successfully develop, commercialize and market new products; Valeant's and Medicis' ability to obtain
regulatory approval of any of their respective pipeline products; competition for the business of Valeant's and Medicis’
branded and generic products; market acceptance of Valeant's and Medicis' future products; government regulation of
the pharmaceutical industry; the outcome of any pending or future litigation or claims by third parties or the government;
the risk of changes in governmental regulations; the impact of economic conditions; the impact of competition and
pricing and other risks and uncertainties, including those detailed from time to time in the companies' periodic reports
filed with the Securities and Exchange Commission (SEC) and in the case of Valeant, the Canadian Securities
Administrators (“CSA”), including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on
Form 10-K, particularly the discussion under the caption "RISK FACTORS" in their annual reports on Form 10-K for the
year ended Dec. 31, 2011, which have been filed with the SEC and in the case of Valeant, the CSA. The forward-looking
statements in this presentation are qualified by these risk factors. These are factors that, individually or in the aggregate,
could cause the companies’ actual results to differ materially from expected and historical results. The companies
assume no obligation to publicly update any forward-looking statements, whether as a result of new information, future
developments or otherwise.
1
Transaction Overview
$44.00 per share all cash payable to Medicis stockholders
39% premium to closing price on Friday, August 31
31% premium to 3-month average price
Transaction value ~$2.6bn; expected to close in 1H13
Will deliver significant shareholder value
Annual run rate cost synergies of $225+mm expected to be achieved within 6 months of
closing
Highly accretive to Cash EPS following closing
Attractive IRR and cash payback
Will take leverage to ~4.2x net debt(1)/pro forma adjusted EBITDA(2)
Board and management committed to reducing leverage to below 4.0x within 12 months of
closing
Committed financing from J.P. Morgan for 100% of transaction value
(1) Net of $150 mm minimum cash
(2) Including estimated $225mm run rate synergies and giving pro forma effect to all Valeant acquisitions for full LTM period
2
Combination Creates A Global Leader in
Dermatology
Strengthens medical dermatology portfolio and brings critical mass in
aesthetic dermatology, creating a leading US and Global player in both markets
Ability to leverage strong Medicis reputation by adopting the Medicis name for combined
Dermatology and Aesthetics organizations
Builds leading dermatology and aesthetics sales forces across US and Canada by bringing
together top talent from both Medicis and Valeant
Combined commercial dermatology operations in Scottsdale, AZ with US corporate functions
primarily based in NJ
Research and Development to be located in Laval, QC, Scottsdale, AZ and Petaluma, CA
Highly complementary product portfolio and pipeline to drive growth
In dermatology, oral acne treatment SOLODYN® complements topical acne offerings
In aesthetics, RESTYLANE®, PERLANE® and DYSPORT® add complementary injectables
to our current SCULPTRA™ and PRO THERAPY MD™ offerings
Robust pipeline of near-term opportunities
3
U.S. Dermatology/Aesthetics Market Dynamics
Overall market
Large (~$12+bn) and growing market
Low big pharma presence
Fragmented competition/many small
players
Prescribers
Focused target list
Relationship-oriented/industry-friendly
Growing influence of physician
assistants/nurses
Coverage
Low government reimbursement
Increasing self-pay component
Normal managed care controls
Innovation
Primarily singles and doubles
Predominantly through formulation
innovation
4
Valeant Will Become Largest US Derm Company
5
$0 $200 $400 $600 $800 $1,000
Pedinol
Intendis/Bayer
Triax
Merz
Valeant
Allergan
Dermik
Ortho derm
Astellas
Warner Chilcott
Graceway
Nycomed
Medicis
GSK (Stiefel)
Galderma
2008 - Top 15 (US)
Note: based on gross sales
Source: Wolters Kluwer Health Integrated AWP Dollars for Rx Derm Products Only - May 2012
$0 $500 $1,000 $1,500 $2,000 $2,500 $3,000
Aqua
Promius
Onset
Intendis/Bayer
Merz
Astellas
Leo
Allergan
Warner Chilcott
GSK (Stiefel)
Sandoz/Novartis
Valeant
Galderma
Medicis
NewCo
2011 - Top 15 (US)
Valeant #11
Valeant PF #1
NewCo
Medicis
Valeant
Medicis
Valeant
Pro Forma Business Impact
6
2012 Forecast - Standalone 2012 Forecast – Pro Forma
51%
20%
29%
US Canada/Australia Emerging Markets
61% 16%
23%
US Canada/Australia Emerging Markets
Highly Complementary Dermatology Portfolio
7
Topical Acne Oral Acne Actinic Keratosis Dermatitis OTC Anti-Viral Anti-Fungal
Single Agent
Combination Agent
Imiquimod Product
5FU Product
Steroidal
Non-Steroidal
VA
LE
AN
T
ME
DI
CI
S
Highly Complementary Aesthetic Portfolio
8
Collagen Stimulator Dermal Filler Botulinum Toxin Physician dispensed
VA
LE
AN
T
ME
DI
CI
S
Strong Late Stage Pipeline
9
Late Stage Pipeline
Aesthetics Dermatitis A. Keratosis Acne Anti-Fungal OTC
Novel Lifecycle Management
Medicis Transaction Is Consistent with Valeant
Business Development Model
Niche market
Avoid big pharma
Cash pay / limited
government reimbursement
Durable assets
Low-risk, near-term R&D
and lifecycle management
10
Strategic Criteria Financial Criteria
Base Case
Conservative forecasts
36% tax rate
With cost synergies
U.S. and Canada only
No pipeline
Attractive IRR and
cash payback
Focused Integration Strategy to Drive Synergies
Retain Scottsdale, AZ location
for combined business
Continued use of Medicis name
Corporate support functions in
NJ
“Best of the best” selection
process for personnel to build
a stronger organization
11
$225+mm in annual
run rate cost
synergies expected to
be achieved within
6 months of closing
Successful Acquisition & Integration Track Record
Selected Transactions Include:
12
AcneFree and certain assets
from University Medical
Atlantis Pharma
Aton Pharma
Biovail/Valeant (MOE)
Coria Labs
Dermik
Dow Pharmaceutical Sciences
Elidel & Xerese (rights from Meda)
Eyetech, Inc.
GL Pharma
iNova Pharmaceuticals
OraPharma
Ortho Dermatologics Assets
Pedinol Pharmacal
Pelenova Biotecnologia
PharmaSwiss
Probiotica Laboratorios
Sanitas
Swiss Herbal Remedies Limited
Zovirax – U.S. & Canada
Ortho / Dermik Dermatology Precedent —
Rapid Synergy Realization
13
December 2011 Acquisitions
Total Dermik Total Pre- Total Post
VRX Derm & Ortho Synergy Synergy
Headcount 213 472 685 499
OpEx $84.5 M $151.3 M $235.8 M $125.1 M
Total Synergies of $110.7M Achieved in 1Q12
Balance Sheet Impact
Transaction value ~$2.6bn; expected to close in 1H13
Committed financing from J.P. Morgan for 100% of transaction value
Expect to finance transaction with combination of term loan and bonds
~4.2x Net Debt(1) / pro forma adjusted EBITDA (2)
Board and management committed to reduced leverage to below 4.0x
Expect to achieve within 12 months, while continuing to pursue small tuck-in acquisitions
(1)Net of $150 mm minimum cash
(2)Including estimated $225mm run rate synergies and giving pro forma effect to all Valeant acquisitions for full LTM period
14
Q&A
Valeant Pharmaceuticals
International, Inc.
Valeant’s Acquisition of Medicis:
Creating a Global Leader in Dermatology
September 4, 2012