Torreya Overview
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Torreya Overview February 2020 Securities offered in the United States are offered through Torreya Capital LLC, Member FINRA/SIPC. In Europe such services are offered through Torreya Partners (Europe) LLP, which is authorized and regulated by the UK Financial Conduct Authority. Torreya is a Global Healthcare Investment Banking Firm We are known for: Representative Transaction Work • Deep Relationships Mergers & Acquisitions Acquisition of Sale to Option to be acquired Sale of Majority We have strong personal generics business of Sale to by Stake to relationships across the pharmaceutical and healthcare sectors. $1.05 billion $658 million $215 million June 2017 June 2014 November 2019 January 2019 January 2020 • Operating Perspective Generic Pharma Specialty Pharma Bioproduction Specialty Pharma Biotech Many of our senior Licensing, colleagues come from Asset Sales Sale of industry and bring decades and JVs Sale of FXR program to Intrathecal business to License of NOV03 in Navicixizumab License North America to to China JV with of experience.. • Deal Excellence Up to $306 million Up to $470 million $203 million $50 Million Torreya is known as a firm January 2015 March 2017 December 2019 January 2020 December 2018 that gets tough deals done. Asset Sale / Biotech Divestiture / Sp Pharm License / Biotech License / Biotech JV / Specialty Pharma Our team is skilled in highly Debt, Royalty structured transactions. Sales and PE Royalty-backed Recapitalization and Buy acquisition financing • Recaps Sale of Majority Stake to Credit Facility from Sale of Majority Stake to Healthcare Focus of Nextwave from for undisclosed Our healthcare focus spans spec pharma pharma, biotech, $125 million $125 million $70 million $100 million bioproduction, pharma April 2019 September 2018 October 2019 February 2019 February 2016 services, physician services PE Recap / Generics Debt / Spec Pharma Debt / Services PE Recap / CRO Royalty / Spec Pharm and HCIT. TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 1 We are a Leader in the Areas We Serve Mergers & Pharma Divestitures Capital Acquisitions and Joint Ventures Markets Licensing Torreya • Top 3 in number of • #1 global advisor in • Over $1.5 billion • #1 financial advisor Highlights pharma M&A deals pharmaceutical raised for clients worldwide in pharma • 50% of volume asset-level since 2007 licensing deals is cross-border transactions • Top 3 advisor on • #1 financial advisor in • • High share in Active in structuring royalty monetizations regional pharma therapeutics, generics, joint ventures • #2 agent worldwide in licensing deals API and bioproduction pharma for directly • #1 financial advisor in • Highly active in private placed debt licensing and M&A in equity targeted deals China Specific • Corporate sales • Commercial-stage • Private equity recaps • Pre-commercial Services • Acquisitions asset sales • Debt financings • Commercial-stage • Divestitures • Asset-level acquisitions • Royalty monetizations • Regional licensing • Structured transactions • Joint Ventures • Proprietary economic • Fairness opinions valuation model TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 2 Torreya is a Top Pharma-Focused Advisory Firm Torreya has been the #1 financial advisor globally in pharmaceutical industry M&A / licensing by deal count in the last three years. Average deal size around $110mm. Top 25 Investment Banking Firms in Pharmaceutical Industry M&A and Licensing Transactions Jan 1, 2017 to Jan 8, 2020 by Deal Count and Total Value (Includes Announced and Closed Transactions) Total Value Deals Rank Bank Deal Count ($mm) Average Deal Size ($mm) 1 Torreya 46 $5,007 $110 2 Centerview 29 $66,990 $2,310 3 MTS Health Partners 24 $8,645 $360 4 JP Morgan 23 $125,646 $5,463 4 Jefferies 23 $16,971 $738 6 Rothschild 22 $12,674 $576 7 Morgan Stanley 20 $112,887 $5,644 8 Lazard 19 $41,807 $2,200 9 Goldman Sachs 18 $89,625 $4,979 9 Bank of America 18 $72,577 $4,032 11 Credit Suisse 15 $34,049 $2,270 12 Evercore 14 $163,914 $11,708 13 Citigroup 11 $89,537 $8,140 14 PJT Partners 10 $58,029 $5,803 14 SVB Leerink 10 $1,350 $135 16 RBC 9 $1,978 $220 16 Piper Jaffray 9 $1,710 $190 16 Stifel 9 $630 $70 19 Guggenheim 8 $29,974 $3,747 20 Barclays 7 $6,691 $956 20 Perella Weinberg 7 $4,363 $623 20 Moelis 7 $3,925 $561 23 Deutsche Bank 6 $12,629 $2,105 23 Cowen 6 $7,041 $1,174 Transactions are included in the pharmaceutical sector, the OTC sector and pharmaceutical manufacturing. Only transactions larger than $10mm included. When multiple advisors are present the deal credit is divided by the number of groups present to apportion deal value. Contingent payments are discounted by 75%. TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 3 Torreya: Global Presence With 40+ Persons Focused on the Healthcare Sector • Life Sciences advisory in Moscow North America, Europe London and Asia New York Beijing Seoul • Focused on strategic Tokyo Shanghai transaction work Riyadh Mexico City • M+A: Corporate & Hong Kong Mumbai asset-level • Royalty monetizations • Licensing Rio de Janeiro • Acquisition financing TORREYA • Recapitalizations AFFILIATE RELATIONSHIP* • 28 people based in New York • We cover Latin America, South Africa and • 8 people based in London parts of Asia through affiliate relationships • 5 people based in Mumbai • 3 people cover Japan and China in partnership • 1 person in Tokyo with local advisory firms * Key affiliate partners are Kybora in Africa and MidEast; Novus Capital in Russia; Natixis in China and Korea; Panarea in Latin America; and GCA in Japan. TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 4 Delivering Results Great outcomes for clients from our engagements Excellent Torreya Sawai was valuation helped Tris looking to achieved in a bring in an enter the US investor with Company sale to gene therapy Debt Recapitalization and Acquisition of generics production Acquisition of NextWave an optimal generics business of market. sellside. Pharmaceuticals from capital Torreya structure to introduced a buy back Supported by PE buyer private seller Essex Woodlands emerges with Nextwave who agreed $125 million $1.05 billion a highly from Pfizer. to join forces November 2019 sought asset. September 2018 June 2017 with Sawai. Seller achieved Avenue After deciding a significant needed to to exit multiple in a fund a Phase 3 intrathecals, recap led by Option Agreement to be trial. Cipla paid Sale of Mallinckrodt Sale of Majority Stake to General Acquired by for the trial & Intrathecal business to experienced Atlantic. committed to generic entry Rubicon has buy the on its largest used Torreya company if it product. through $215 million was Torreya $125 million several deals ($35mm upfront) successful. $203 million helped find a April 2019 now. November 2018 March 2017 great buyer. TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 5 Recent Transaction Advisory Roles Torreya has advised on 28 deals Since January 2019 Pharmaceutical M&A, Asset Sales and Licensing Sale of Majority to License of Navicixizumab Sale of Pediatric to Cross-licensing with Sale of Majority Stake to Business to Generic ANDA Sales to three different parties $30 million Up to $306 million $32 million $125 million Pending January 2020 October 2019 April 2019 March 2019 April 2019 Pharmaceutical Services (Bio Production, Small Molecule Manufacturing and CROs) Company Sale to Sale of 49% Stake to Sale of BE Vaccines to Sale of Majority Stake to Company Sale to Plant Sale to Supported by Essex Woodlands Undisclosed $32.5 million Undisclosed January 2020 November 2019 August 2019 July 2019 March 2019 February 2019 TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 6 Recent Transaction Advisory Roles Torreya has advised on 28 deals Since January 2019 Regional Partnering Ferracru License for China Buprenorphine / Naloxone Joint Venture in China License of NOV03 to License of Nefecon® in License of Gemcabene in License for China to involving Respiratory In US and Canada to Greater China to China to Products with $11.5mm $17.5mm (plus $41mm in milestones) Up to $121 million (plus $105mm in milestones) $50 million January 2020 December 2019 June 2019 July 2019 February 2019 December 2018 Capital Markets Credit Facility from Debt Financing with Credit Facility from Debt Recapitalization Credit Facility from Term Loan from from $20 million $40 million $70 million $125 million $40 million June 2019 April 2019 March 2019 January 2019 September 2018 June 2018 TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 7 Torreya is the Only Pharma Focused Investment Bank that is Competitive in All Major Regions Top Five Investment Banking Firms in Pharmaceutical Industry M&A and Licensing Transactions by Region Jan 1, 2017 to January 8, 2020 by Deal Count, Includes Announced and Closed Transactions. China Europe India DEAL DEAL DEAL RANK FIRM COUNT RANK FIRM COUNT RANK FIRM COUNT 1 Torreya 8 1 Rothschild 19 1 Torreya 10 1 China Intl 3 1 Torreya 19 2 Jefferies 4 3 Centerview 3 3 JP Morgan 11 3 SVB Leerink 2 3 Credit Suisse 2 3 Bank of America 11 4 SPARK Advisors 1 3 Piper Jaffray 2 5 Goldman Sachs 10 4 Centerview 1 Japan North America DEAL DEAL RANK FIRM COUNT RANK FIRM COUNT 1 Evercore 4 1 Torreya 31 1 JP Morgan 4 2 Centerview 26 1 MTS Health 4 3 MTS Health 23 4 Torreya 3 4 JP Morgan 16 4 Goldman Sachs 3 4 Bank of America 16 Source: CapIQ/Torreya. Notes: Deal was counted in a region if a party on either side was in a region. Transactions are included in the pharmaceutical sector, the OTC sector and pharmaceutical manufacturing. Only transactions larger than $10mm included. When multiple advisors are present the deal credit is divided by the number of groups present to apportion deal value. Contingent payments are discounted by 75%. TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 8 Torreya Combines Industry Experience and Investment Banking Expertise Industry Investment Banking TORREYA | CAPABILITIES OVERVIEW: FEBRUARY 2020 9 Torreya Team Tom Babich Nicola Benatti Tom Bird Allison Bobzin John Bradley Head of Capital Markets, NY Associate, Capital Markets, NY Co-Head of US Transactions Office Manager, NY Managing Director Peter Garrambone,Jr.