| To be used in connection with earnings call on May 8, 2014 | 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 |
First Quarter 2014 Financial Results Conference Call
May 8, 2014
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Forward-looking Statements
This communication may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Canadian securities laws. These forward-looking statements include, but are not limited to, statements regarding Valeant Pharmaceuticals International, Inc.’s (“Valeant”) offer to acquire Allergan, Inc. (“Allergan”), business development activities, including the timing of closing pending transactions, clinical results and timing of development products, peak sales of products and its expected future performance (including expected results of operations and financial guidance), and the combined company’s future financial condition, operating 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. These statements are based upon the current expectations and beliefs of management 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 the company’s most recent annual or quarterly report filed with the Securities and Exchange Commission (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, which factors are incorporated herein by reference. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this communication are set forth in other reports or documents that we file from time to time with the SEC and 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 our 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;
our ability to sustain and grow revenues and cash flow from operations in our markets and to maintain and grow our customer base, 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 our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit markets;
our ability to comply with all covenants in our indentures and credit facilities, any violation of which, if not cured in a timely manner, could trigger a default of our other obligations under cross-default provisions; and
the risks and uncertainties detailed by Allergan with respect to its business as described in its 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. Valeant undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this communication or to reflect actual outcomes.
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More Information
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 has made for a business combination transaction with 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.
Non-GAAP Information
To supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), the company uses non-GAAP financial measures that exclude certain items, such as amortization of inventory step-up, amortization of alliance product assets & property, plant and equipment step up, stock-based compensation step-up, contingent consideration fair value adjustments, restructuring, acquisition-related and other costs, In-process research and development, impairments and other charges, (“IPR&D”), legal settlements outside the ordinary course of business, the impact of currency fluctuations, amortization including intangible asset impairments and other non-cash charges, amortization and write-down of deferred financing costs, debt discounts and ASC 470-20 (FSP APB 14-1) interest, loss on extinguishment of debt, (gain) loss on assets sold/held for sale/impairment, net, (gain) loss on investments, net, and adjusts tax expense to cash taxes. Management uses non-GAAP financial measures internally for strategic decision making, forecasting future results and evaluating current performance. By disclosing non-GAAP financial measures, management intends to provide investors with a meaningful, consistent comparison of the company’s core operating results and trends for the periods presented. Non-GAAP financial measures are not prepared in accordance with GAAP. Therefore, the information is not necessarily comparable to other companies and should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP. 2
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Agenda
1. First Quarter 2014 Results
2. Operations Update
3. Financial Update
4. Allergan Update
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Q1 2014 Results
Q1 2014 Y/Y%
Product Sales $1.85 B 78%
Total Revenue $1.89 B 77%
Cash EPS $1.76 35%
Adjusted Cash Flow from
Operations $636 M 84%
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Q1 2014 Organic Growth
Same Store Sales
Q1 2014 Ex Generics
Total U.S. 2% 12%
Total Developed 1% 10%
Total Emerging Markets 3% 3%
Total Company 1% 8%
Pro Forma
Total U.S. 3% 8%
Total Developed 3% 8%
Total Emerging Markets 4% 4%
Total Company 4% 7%
Note: Generics excluded are Zovirax Franchise, Retin-A Micro, Vanos, Wellbutrin XL (Canada)
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Bausch + Lomb Performance
Organic Growth
Q1 Since
Acquisition
Total U.S. 9% 14%
Total Developed Markets 9% 9%
Total Emerging Markets 17% 16%
Total Company 11% 10%
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Operational Highlights—Top Performing Business Units
Business Unit
Comments
Growth in promoted brands is 17% – driven by Elidel, Carac and Solodyn, and new
U.S. Dermatology launches
Continued strong growth of BioTrue Daily, coupled with an extremely successful soft
U.S. Contact Lens launch of Ultra
U.S. Ophthalmology Rx 14% pro forma growth driven by Besivance, Alrex and Bepreve
U.S. Neuro & Other Double digit organic growth in promoted brands – especially Xenazine, Wellbutrin XL,
and Syprine/Cuprimine
U.S. Consumer 13% growth in eye health OTC, driven by BioTrue MPS, Occuvite, Preservision and
Peroxiclear launch
Asia (ex. Japan) Double digit growth in nearly all markets
Western Europe All countries grew and exceeded budget
Brazil/Argentina Double digit growth fueled by contact lens and legacy Valeant products
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Business Development Update
Business development activities ahead of last year’s pace
Excluding Bausch + Lomb, we completed 24 transactions in 2013 for consideration of >$1.0 billion
For 1H 2014, we expect to sign or complete over 20 transactions for a total consideration of ~$900 million
Completed 10 transactions in Q1 2014—including acquisition of Solta Medical
Acquisition of PreCision Dermatology expected to close in Q2
Timing subject to final FTC review
Continue to actively explore business development opportunities in Q2
Have signed or expect to sign at least 10 transactions in Q2 for consideration of ~$200mm
Potential transactions focus on key target growth areas including the Middle East, Indonesia and South Africa
Also pursuing a number of small divestitures
Business development active in all regions with an attractive pipeline of prospects for the remainder of the year
Not impacted by current offer for Allergan
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Q1 2014 U.S. Launched Products
January
Purevision2 for Presbyopia – Daily contact lens
CeraVe Baby Line – line extension of fast-growing moisturizer franchise
Obagi360—Skincare kit for women in their 30’s
February
Ultra – new silicone hydrogel monthly contact lens
Bensal – treatment for inflammation and irritation associated with many common forms of dermatitis
enVista IOL inserter – further enhancements
Ossix Plus – dental membrane for implants
March
Luzu – Topical antifungal for athlete’s foot
Neotensil – topical product for under-eye bags
Peroxiclear – peroxide-based contact lens solution
Onset – dental analgesic with new Lidocaine formulation
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Update on Late Stage Eye Health Pipeline
Expect data for Phase 3 compounds
Brimonidine—Phase 3 successfully met all endpoints—Safety study enrolled and data expected Q3 2014; expect to file Q1 2015
Latanoprostene Bunod—1st Phase 3 trial data expected Q3 2014 and 2nd Phase 3 trial data expected Q4 2014
MIM-D3—Phase 3 top line data this month
Estimated peak sales $1.1—$2.4 billion
Source: Valeant management estimates
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Financial Update
Howard Schiller
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Financial Summary
Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014
Product Sales $1,039M $1,064M $1,506M $2,032M $1,851M
Ongoing Service/Alliance Revenue $29M $32M $35M $32M $35M
Total Revenue $1,068M $1,096M $1,542M $2,064M $1,886M
Cost of Goods Sold% (% of product sales) 22% 23% 27% 26% 26%
SG&A% (% of total revenue) 23% 22% 23% 22% 26%
R&D Expense $24M $24M $49M $60M $61M
Operating Margin (% of total revenue)
(excluding amortization) 52% 52% 47% 49% 45%
Cash EPS (Reported) $1.30 $1.34 $1.43 $2.15 $1.76
Adjusted Cash Flow from
Operations $345M $423M $408M $607M $636M
Fully Diluted Share Count 312 M 314 M 340 M 341 M 342 M
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Restructuring and Integration Update
Total restructuring and integration cash costs in Q1 were $139 million
$112 million for Bausch + Lomb
$10 million for Solta
$17 million for all other transactions
>$900 million in Bausch + Lomb synergies identified
>$650 million annualized run rate realized in Q1 14
>$900 million run rate expected to be achieved by Q4 14
Potential for additional synergies in manufacturing
Cost to achieve synergies will be ~60% annual run rate synergies driven by newly identified manufacturing synergies
Spent ~$390 million cash to date
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Update on Allergan Transaction
Meetings held with both Allergan and Valeant shareholders
New York, Boston, Baltimore, Los Angeles, San Francisco, Vancouver, South Florida
Transaction feedback has been overwhelmingly positive
Additional meetings scheduled or will be scheduled
Common Themes from Allergan shareholders
Combination makes tremendous strategic sense and will create significant long-term value for both sets of shareholders
Allergan R&D spend is too high and SG&A cost structure is excessive
Allergan team should enter discussions with the Valeant team in parallel with their outreach to third parties
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Update on Allergan Transaction
Expect to hear from Allergan Board / Management within next few weeks
We are ready to negotiate
In the interim, together with Pershing Square:
We are requesting a shareholder list and other information from Allergan, which Allergan is required to provide under Delaware law
We will commence a shareholder referendum that will determine whether shareholders are supportive of Allergan’s Board engaging in discussions with
Valeant in parallel with other efforts underway
At the appropriate time, we will pursue holding a special meeting to remove some / all of the Allergan Board members
We are strongly committed to this transaction
This combination will create an unrivaled platform for growth and value creation for both sets of shareholders
We will continue to execute our strategy of delivering strong organic growth coupled with growth through business development
While speed ensures the best possible value for Allergan shareholders, we are committed to completing this transaction
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First Quarter 2014 Financial Results Conference Call
May 8, 2014