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Valeant Pharmaceuticals International, Inc. Valeant’s Acquisition of Medicis: Creating a Global Leader in Dermatology September 4, 2012

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Page 1: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

Valeant Pharmaceuticals

International, Inc.

Valeant’s Acquisition of Medicis:

Creating a Global Leader in Dermatology

September 4, 2012

Page 2: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

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

Page 3: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

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

Page 4: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

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

Page 5: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

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

Page 6: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

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

Page 7: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

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

Page 8: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

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

Page 9: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

Highly Complementary Aesthetic Portfolio

8

Collagen Stimulator Dermal Filler Botulinum Toxin Physician dispensed

VA

LE

AN

T

ME

DI

CI

S

Page 10: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

Strong Late Stage Pipeline

9

Late Stage Pipeline

Aesthetics Dermatitis A. Keratosis Acne Anti-Fungal OTC

Novel Lifecycle Management

Page 11: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

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

Page 12: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

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

Page 13: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

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

Page 14: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

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

Page 15: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

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

Page 16: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

Q&A

Page 17: Valeant Pharmaceuticals International, Inc. › ~ › media › Files › V › Valeant-IR › ... · 2015-12-09 · Transaction Overview $44.00 per share all cash payable to Medicis

Valeant Pharmaceuticals

International, Inc.

Valeant’s Acquisition of Medicis:

Creating a Global Leader in Dermatology

September 4, 2012