Introduction to Rothschild Healthcare

November 2014

Contents

Sections 1 Introduction to Rothschild 2 2 Rothschild Healthcare 6 3 Selected recent case studies 9 4 Rothschild Life Sciences credentials 20

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1. Introduction to Rothschild 1. Introduction to Rothschild

1.1 Introduction to Rothschild International investment bank providing robust, objective advice

How we operate and why we are different from our competitors Rothschild’s objectivity, its global network, Focused on  Nothing gets in the way of our impartial advice for each and every client 1 and its clients  We sell nothing but our best advice and execution capabilities commitment to a relationship-driven approach,  Senior bankers lead every assignment from start to finish combine to create  We advise on more deals than any other advisor, including many of the most complex or transformational in the world 2 Expert advice value for our  All Rothschild clients benefit from our collective intellectual capital, specialist sector and product expertise and wealth of clients; building experience value through stability, integrity, and creativity  We combine global scale with deep local networks  With c.900 advisors on the ground around the world, we are well placed to help clients, wherever their business takes Informed 3 them “It takes a great deal  Given our significant deal volume (250+ deals in 2013) we have unparalleled insight into the market of boldness and a great deal of caution to make a great fortune; and when  As a family controlled business, we are unconstrained by short-term thinking and quarterly reporting you have got it, it Long term 4  We can take a long term view to deliver each client’s interests requires ten times as much wit to keep it.” N M Rothschild (1777-1836)  We know that long-lasting relationships depend on the quality of our advice; we care about our clients’ success as much as they do Trusted & 5  The scale of our business means that we are not dependent on the outcome of any one transaction independent  We are only as good as our last assignment  This has been true for more than 200 years

3 1. Introduction to Rothschild

We field c.900 advisory bankers in 40 countries

Facing Page 4 Transaction split

21% 32% Europe

10% 600 bankers

US & Canada 17% 20% 120 bankers Stockholm Copenhagen Leeds Moscow Asia < $100m $100m – $250m Manchester Frankfurt Birmingham Warsaw London Prague Kiev 90 bankers $250m – $500m $500m – $1bn Paris Budapest Toronto Milan Bucharest Barcelona Sofia > $1bn New York Istanbul Washington Beijing Lisbon Madrid Seoul Announced deals (Jan 1 to Dec 31 2013) Los Angeles Athens Tokyo Tel Aviv Shanghai Source ThomsonOne Houston Dubai Doha Hanoi Hong Kong Mexico City Abu Dhabi Mumbai Manila Track Record Middle East & Africa Kuala Lumpur Singapore Latin America 30 bankers Rank by Jakarta Australia number ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 20 bankers 40 bankers Europe 1 1 1 1 1 1 Sao Paulo Johannesburg UK 1 2 1 1 1 1 Santiago Sydney Melbourne Auckland France 1 1 1 1 1 1 Wellington

Italy 4 4 3 2 5 5 Rothschild offices, JVs and alliances Germany 4 4 1 1 1 1

Worldwide 7 7 5 3 3 3 Source Thomson Reuters, Dealogic . . . more than any other advisory house

1. Introduction to Rothschild

1.2 Introduction to Rothschild

Industry recognition Industry leading… … offering a full package of advice… … leading to long term clients

. 2011-2014 Best Restructuring Adviser . 2014 Best Adviser for Private Equity # Global M&A US$bn No.

Unrivalled track record, consistently > 12 years 1 Goldman Sachs 622.2 329 advising on more deals than any 2 Morgan Stanley 503.6 274 M&A other adviser in our core markets 3 Rothschild 146.9 252 . 2014 UK Small Deal of the Year . 2014 France and Benelux Deal of the 4 J.P. Morgan 524.1 235 Year 5 Lazard 218.1 235 + . 2014 Mediterranean Deal of the Year . 2014 IPO of the year – Foxtons Group 6 BAML 397.0 218 With teams on the ground in key > 17 years

7 Citi 370.7 205 markets around the world, we have . 2014 Public Markets Deal of the Year - 8 Credit Suisse 317.5 203 an unparalleled global footprint and £1.2bn flotation of AO

. 2014 Non-Traditional Deal of the Year – 9 Barclays 430.7 190 Equity deeper resources than any other The University of Manchester’s £300m 10 Deutsche Bank 337.3 175 adviser bond issue Sources Rothschild, Thomson Reuters (3 Jan 2014) Notes + > 19 years . 2014 Americas M&A Deal of the Year - Announced deals by number (1 Jan to 31 Dec 2013) Sprint Nextel’s disposal of a 78% stake The most experienced independent to Softbank # European M&A US$bn No. . 2014 Americas Restructuring of the Year debt advisory practice in the world - American Airlines’ exit from Chapter 11

& merger with US Airways 1 Rothschild 74.8 169 Debt with an unsurpassed volume of deals 2 Lazard 59.2 120 and expertise across markets. > 30 years . 2014 Mining Deal of the Year and 3 Goldman Sachs 137.8 112 Finalist, Deal of the Year Overall – 4 BNP Paribas 65.1 93 + Antofagasta and Marubeni’s project 5 Morgan Stanley 133.5 83 financing of Antucoya 6 Deutsche Bank 90.8 79 Regularly placed at the top of the 7 J.P. Morgan 110.9 71 restructuring league tables in terms . 2014 award for Client Service Quality to 8 Barclays 68.1 71 Ultra High Net Worth clients of number of deals > 100 years 9 Citi 73.0 68

10 BAML 78.8 61 Restructuring Sources Rothschild, Thomson Reuters (3 Jan 2014) Notes Announced deals by number (1 Jan to 31 Dec 2013)

4 1. Introduction to Rothschild

1.3 Top global advisor

2013 Global M&A US$bn No Selected transactions 1 Goldman Sachs 622.2 329 Lafarge Volkswagen Level 3 Communications Alstom Alibaba Santander 2 Morgan Stanley 503.6 274 3 Rothschild 146.9 252

4 Lazard 218.1 235 US$6.6bn voluntary €42bn merger between c.€3.1bn buy -out offer to US$7.3bn acquisition of tw Equity advisor JP Morgan 524.1 235 Financial advisor to exchange tender offer by Lafarge and Holcim minorities in the context of telecom on U.S. listed IPO Alstom on a €12.35bn Santander 6 BoA/ML 397.0 218 the domination and profit proposed acquisition of its and loss transfer Energy Activities by 7 Citi 370.7 205 agreement with MAN General Electric Current Current Current Current Current Current 8 Credit Suisse 317.5 203 9 Barclays 430.7 190 Westfield Discovery Nestlé Essilor Atlantia Salini 10 Deutsche Bank 337.3 175 Communications Completed deals by number (1 Jan to 31 Dec 2013) Adviser on the separation Source Thomson Reuters 01 Jan 2014 Acquisition of a 51% of its US$18bn controlling interest in international business and €6.0bn disposal to L’Oréal $1.9bn acquisition of a €25bn merger with € 1.7bn merger with Eurosport from TF1 simultaneous A$29bn of an 8.0% stake in 51% stake in Transitions Gemina Impregilo S.p.A

merger of its Australian/NZ L’Oréal in exchange for Optical and of 100% of Advice on c.US$1.2bn business with Westfield 50% stake of Galderma Intercast from PPG strategic alliance with TF1 Retail Trust and €3.4bn in cash Industries 2014 2014 2014 2014 2013 2013

2012 Global M&A US$bn No KPN American Airlines Joh. A. Benckiser Bankia Comverse Leucadia National Corporation 1 Goldman Sachs 717.6 428 2 Morgan Stanley 548.1 389 3 Rothschild 212.2 303 €8.6bn sale of E-Plus by Advising American $9.8 billion acquisition of Fairness opinion to the Rothschild advised $3.8bn merger with 4 JP Morgan 444.3 285 KPN to Telefonica Airlines on its $26bn D.E. Master Blenders Board of Directors on the Comverse Technology on Jefferies Group Germany and Telefonica merger with 1753 by Joh. A. Benckiser €10.7bn capital increase $1.9bn merger with Verint 5 Barclays 470.7 274 S.A. US Airways and Systems $3.3bn exit financing 6 Credit Suisse 400.6 271 2013 2013 2013 2013 2013 2013 7 Citi 426.9 252 8 Deutsche Bank 378.8 245 Vinci Concessions Sprint Nextel Intel Corporation Oi RobertBosch Volkswagen 9 BoA/ML 351.7 224 10 UBS 213.8 184 Announced deals by number (1 Jan to 31 Dec 2012) €3.1bn acquisition of a $22bn sale of a 78% stake Strategic advisor $15bn shareholding $1.2bn acquisition of SPX Financial advisor in the Source Thomson Reuters 2 Jan 2013 95% stake in ANA to SoftBank and regarding various reorganization Service Solutions context of its stake Aeroportos de Portugal evaluation of unsolicited situations being reviewed increase in MAN SE from Dish proposal by the Board 56% to 75%

2013 2013 2013 2012 2012 2012

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2. Rothschild Healthcare 2. Rothschild Healthcare

2.1 A leading Healthcare M&A advisor worldwide Rothschild Healthcare was #1 in Europe and #2 globally in 2013

Strong deal flow Leading advisor for Healthcare Selected recent deals across the board

Global Meda Almirall Sauflon # US$bn No. High deal volume Healthcare M&A Pharmaceuticals Ltd. 1 Goldman Sachs 75.5 37  Over 25 deals announced worldwide in 2013 and over 20 announced 2014 YTD

2 Rothschild 7.4 27  We do more deals in Europe than any of our competitors consistently ─ c.300 deals in €2.3bn acquisition of Almirall’s US$2.1bn plus 3 Morgan Stanley 39.3 26 the last 8 years Advised on the sale of Rottapharm | Madaus royalties respiratory Sauflon to the Cooper 4 J.P. Morgan 38.1 26 transaction with Companies for $1.2bn AstraZeneca 5 BAML 54.1 21 2014 2014 2014 6 Jefferies 9.8 21 Strong track record across the board 7 Credit Suisse 17.8 19 Actavis, Inc. Vectura MediWound 8 Citi 17.5 18  Rothschild has been active in a number of recent transactions in the Life Science sector either from a sell or buy-side perspective 9 Barclays 10.1 17

10 Deutsche Bank 20.1 14 Advised on disposal of €130m acquisition of Advised on $81 million

Actavis’ Western Activaero IPO on the Nasdaq Ranked by no. of completed deals 2013 European commercial Source Thompson Reuters 2014 operations Unparalleled execution ability 2014 2014 2014  Track record of execution and transaction completion  Reputation for, and experience of, handling complex cross border deals Abbott Nestle Medreich European  Sell side and defence are at the core of our expertise # US$bn No. Healthcare M&A Acquisition of LLC Garden €6.0bn disposal by Nestlé 1 Rothschild 6.0 22 Sale of Medreich to Meiji Access to all of the key market players Hills, the parent company to L'Oréal of a 8.0% stake 2 BNP Paribas 2.2 6 of OJSC Veropharm for in L'Oréal in exchange for Seika Pharma for $631m 50% of Galderma and US$290m 3 Goldman Sachs 12.0 5  Sector expertise, global coverage, local execution €3.4bn in cash 4 Credit Suisse 2.6 5 2014 2014  A core team of 27 specialists in London 2014 5 Citi 8.9 4 – Significant resources ─ largest team in Europe CBPE Capital Apotex / Chiesi / Zambon 6 Deutsche Bank 6.9 4 Syntaxin 7 J.P. Morgan 10.6 3

8 Perella Weinberg 4.4 2 Highly active with excellent insight into healthcare M&A trends 9 Centerview Partners 3.1 2 Disposal to Ipsen for consideration of €28m up £180m disposal of Disposal of Doc Generici Rosemont to Charterhouse Capital 10 Credit Agricole 2.3 2  Currently advising on a number of healthcare transactions worldwide front and €130m of potential development and Pharmaceuticals to the Partners Ranked by no. of completed deals 2013  Our volume allows us to pick up the key trends commercial milestones Perrigo Company Source Thompson Reuters 2014 2013 2013 2013

7 2. Rothschild Healthcare

A global network of over 70 bankers with 27 specialists in London

UK Spain France Germany Italy Russia Facing Page 8 Dominic Hollamby Manuel Menduina Olivier Pécoux Martin Suter Nicola Paini James Friel Hedley Goldberg Laurent Buiatti Stefan Meine Stefano Beschi Giovanni Salvetti Stefano Beschi Thierry Latran Francesco Bertocchini Pierre Bouygues Julian Hudson Cyrille Harfouche Isambard Corbett Robert Rozemulder Karim Mattar ChinaChina Carlos Santos Jennifer Yu Dimitrios Iroidis Kelvin Chau Sebastian Koeroemi Eddie Zhou Chris Whittaker Miles Davies Thibault Poirier Rodrigo A. de Toledo Japan Ashley Southcott Keiichi Mitake Kai Roettgers Jerome Finck Yon Jan Low Ryo Eto Jay Manchi Milosz Tutak Luke Poloniecki US Alexandre Fauron India Jim Lawrence Hishaam Junaideen Robert Bicknese Josh Johnson Sanjay Bhandarkar Geoffrey Blythe Thomas Bryan Anup Kapadia Matthew Sperling Ruben Moses Subhakanta Bal Nicholas Barnes Dipesh Mahtani Robert Berger Ravi Shah

Lora Grigorova Singapore Turkey Brazil Rohit Elhence Dr. Yılmaz Argüden Canada Luiz Muniz Teck Tan Luc Hanon Gustavo Saito David Drinkwater Bariscan Atakan Leticia Villa-Forte David Savard Faik Tuna Yagci Andre Carpinetti Marc Aytac Australia CEE Greece Colin Richardson South Africa William Wells Israel Sam Prentice Jacek Chwedoruk Nassos Zambaras Doron Gurevitz Paul Bondi Marcus Wyborn Anna Wiland Dimitrios Iroidis 2. Rothschild Healthcare

2.2 Rothschild Healthcare Large, dedicated and experienced Healthcare team in London

Dominic Hollamby Hedley Goldberg Stefano Beschi Julian Hudson

Global Head of Healthcare Managing Director Managing Director Managing Director

Isambard Corbett Karim Mattar Carlos Santos

Director Director Director

Sebastian Koeroemi Chris Whittaker Dimitrios Iroidis Miles Davies

Assistant Director Assistant Director Assistant Director Assistant Director

Thibault Poirier Rodrigo Alvarez De Toledo Ashley Southcott Kai Roettgers

Associate Associate Associate Associate

Yon Jan Low Milosz Tutak Jay Manchi

Associate Associate Associate

Luke Poloniecki Alexandre Fauron Hishaam Junaideen

Analyst Analyst Analyst

Josh Johnson Thomas Bryan Ruben Moses

Analyst Analyst Analyst

Dipesh Mahtani Ravi Shah Lora Grigorova

Analyst Analyst Analyst

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3. Selected recent case studies 3. Selected recent case studies

Case Study 3.1 €2.3bn acquisition of Rottapharm | Madaus by Meda Meda / Rottapharm Almirall / AZ Rothschild was the only M&A bank involved in the largest ever healthcare Actavis / Aurobindo acquisition in Italy Abbott / Veropharm Transaction terms Transaction rationale

Meda  The transaction values Rottapharm│Madaus (”Rottapharm”) at 1 Transformational transaction an enterprise value of €2.275bn including a non-contingent  Creates a leading European specialty pharma group with > deferred payment SEK 18bn in sales  This includes net debt of c.€300m implying an equity value of

€2.3bn acquisition of €1.975bn Rottapharm | Madaus 2 Increases revenue profile and sustainability  The consideration will be:  Adds a portfolio of strong consumer healthcare brands  – €1.643bn in cash Meda pro forma ~60% Rx / ~40% Cx / OTC 2014 – 30m Meda shares corresponding to a value €357m and 9% ownership of Meda Expands presence in Emerging Markets – €275m non-contingent deferred payment in Jan 2017 3  Increases Emerging Markets scale by 50% leading to sales of SEK 3bn

Rothschild value add 4 Substantial synergies expected  Completing a thorough analysis of potential targets across the  Approximately SEK 900m per annum run-rate with full European specialty pharmaceutical space which yielded the effect in 2016 identification of Rottapharm as the most suitable acquisition

target for Meda Accretive to EPS and cash EPS  Prepared indicative combination analysis that was used 5 throughout for the provision of tactical advice  Expected to be in excess of 20% after full integration in 2016  Use of Rothschild’s long-term and strong relationships with both parties to facilitate the agreement of a transaction  Leveraged insight of potential interlopers 6 Strong combined cash flow generation  Actively supported Meda during the due diligence process  Expected to deleverage to current levels (net debt / EBITDA) in 2016  Drafted key materials for Meda’s Board of Directors and media

10 3. Selected recent case studies

Case Study 3.2 €2.3bn acquisition of Rottapharm | Madaus by Meda Meda / Rottapharm Almirall / AZ Enhanced scale, reach and profitability Actavis / Aurobindo Abbott / Veropharm Scale Reach Profitability

Group Emerging markets Group

20.0 3.5 7.0 33% >18 6.0 18.0 >3 3.0 6.0 28% 16.0 5.1 0.9 5.0 14.0 13.1 2.5 1.0 1.4 2.0 12.0 2.0 4.0 3.7

10.0 3.0 1.5 8.0

6.0 2.0 1.0

4.0 1.0 0.5 2.0

0.0 - - Run-rate Synergies

Sales 2013 (SEKbn) Sales 2013 (SEKbn) EBITDA 2013 (SEKbn)

11 3. Selected recent case studies

Case Study 3.3 €2.3bn acquisition of Rottapharm | Madaus by Meda Meda / Rottapharm Almirall / AZ Increased consumer healthcare presence Actavis / Aurobindo Abbott / Veropharm Standalone Combined

Sales 2013

Cx / OTC 25% Rx

~ 60% of sales

Rx 75% Cx dynamics

 Branded products

Sales 2013 Rx  Free pricing 25% Cx / OTC

 Consumer out-of-pocket ~ 40% of sales

Cx / OTC  Limited generic competition 75%

12 3. Selected recent case studies

Case Study 3.4 €2.3bn acquisition of Rottapharm | Madaus by Meda Meda / Rottapharm Almirall / AZ An attractive combined portfolio of specialty products Actavis / Aurobindo Abbott / Veropharm Top 10 product sales (SEKm) Product portfolio

810 415 Sales 2013 (Dona) Dona Tambocor 4% 5% Betadine 4% Dymista Aldara / 3% Zyclara 776 (Saugella) 400 2% Elidel 2% Saugella 2% EpiPen 2% 753 386 Legalon 2% (Betadine) Azelastine 2%

449 290 Other 72% (Legalon)

(Azelastine) 424 288

Represents Rottapharm products Additional focus on orthopaedics with Dona, Diversified portfolio with limited reliance on a Go-on and other single product

13 3. Selected recent case studies

Case Study 3.5 Almirall’s $2.1bn strategic respiratory collaboration with AstraZeneca Meda / Rottapharm

Almirall / AZ A complex transaction perimeter and consideration structure Actavis / Aurobindo Abbott / Veropharm Key transaction terms Transaction rationale

 Total consideration in the form of upfront payment of $875m and 1 Value maximising terms up to $1.22bn in development, launch and sales-related  AZ better able to maximise commercial potential of Almirall milestones plus royalties and profit share structure portfolio given infrastructure and development capabilities  For Aclidinium, Almirall’s leading product, AstraZeneca will assume development and commercial obligations; Almirall will Advised on the US$2.1bn Partnering with a well established player Advised on disposal of continue to manufacture the product for a fixed period of years 2 plus royalties respiratory Actavis’ Western  transaction with  AZ is a leading Respiratory player with a track record for EuropeanEuropean commerdsdsds commercial AZ assumes the development and commercialisation obligations AstraZeneca operationsADvisedoperations on the for the LABA and MABA pipeline products developing and selling respiratory products

– Almirall to receive development milestones based on a 2014 “pooling of assets” concept that provide protection against 3 Benefits of broader portfolio asset selection  Complementary portfolios are expected to offer a broader  Sale of respiratory research facility Almirall Sofotec including all range of therapeutic solutions for Respiratory patients related IP and Genuair device

 Discovery collaboration based on Almirall’s pre-clinical candidates 4 Strategic evolution  Provides Almirall with the resources to focus on becoming Transaction perimeter a leading global dermatology player

AB Clinical Sofotec and Discovery Increases shareholder value franchise Assets Genuair ® collaboration 5  Maximizes shareholder return and value of Almirall’s assets and is accretive to EPS in 2014 and beyond AB non- partnered LABA Equity sale Preclinical Derisking of portfolio and MABA 6 partnered  Consideration structure negotiated to provide Almirall with cash immediately whilst allowing it to benefit from future upside of products A number of Almirall employees from Respiratory including Almirall Sofotec employees will be transferred to Astra Zeneca

14 3. Selected recent case studies

Case Study 3.6 Almirall’s $2.1bn strategic respiratory collaboration with AstraZeneca Meda / Rottapharm

Almirall / AZ Rothschild strategic value add

Actavis / Aurobindo  Strategic and tactical advice through deal negotiation and execution including approach to alternatives bidders Abbott / Veropharm  Negotiated the scope and perimeter of the transaction  Led the negotiations with AstraZeneca  Designed the structure of the terms which consisted of a cash upfront, launch and

Negotiations development milestones and royalties  Negotiated the binding agreement over three weeks alongside CMS  Assisted the legal team in editing / drafting of multiple contracts, and commented on all legal documents  Sole financial advisor

 Coordinated the due diligence in only three weeks, compressing the due diligence period with full suite Q&A Diligence  Created transaction VDRs and managed them throughout – sorting, tailoring and updating on a daily basis  Organised bi-weekly and supplementary due diligence calls and site visits

 Worked side by side with company producing product operating models for integration into complex, multi-indication, fully-flexible licensing models  Assisted in preparing all presentations including Modelling and presentations – Board papers and valuation materials – Counterproposals – Equity analyst presentation

 Coordinated communications and calls between Almirall and AstraZeneca  Created and managed the project timetable and coordinated the key workstreams, including those of third parties such as lawyers and accountants Process management  Ensured no leak in a deal involving two public companies  Advised on all aspects of the deal including debt covenants, Spanish stock exchange and accounting requirements  Parallel preparation of a full sell-side process to create competitive tension

15 3. Selected recent case studies

Crossbow overview: Actavis’ commercial operations within seven Western European countries Facing Page 16 A pan-European pharmaceutical infrastructure

FRA ITA ESP POR GER NED BEL Total Office location Lyon Milan Madrid Lisbon Munich Baarn Baarn3

# FTE 172 49 101 35 65 55 3 480

Market position1 7th 8th 10th 10th 6th 3rd 9th

Net sales €m (13E) 142.1 26.9 28.0 14.0 71.0 36.1 3.8 321.8

% Total sales 44% 8% 9% 5% 22% 11% 1%

# Products2 395 137 96 128 192 236 14 c.1,200

Net sales development (€m) Product portfolio Sales split by channel (2013E) Operations (FTE) 400  Infrastructure supports operations OTC Other 2% 10% and products in five segments: Hospital G&A 25% 23% 300 generics, hospital, prescription, tender and OTC  ~1,2002 products 200 Generics  Pipeline portfolio of 200+ products 48% Prescription Reg  Former Roche Rx branded product 9% 11% 100 portfolio, including rights to market authorisations Generics S&M Tender 56% 0  Renowned “Arrow Génériques” 16% 2012A 2013E 2014F 2015F brand in France Total:€321.8m Total: 480 FTE

Source IMS data, Company information Notes 1 Based on Generics / Generics Tender market segments 2 Some product overlap on a country-by-country basis by INN 3 Shared office with Netherlands

3. Selected recent case studies

Case Study 3.7 Disposal of Actavis’ Western European commercial operations (“Crossbow”) to Aurobindo Meda / Rottapharm Almirall / AZ

Actavis / Aurobindo Abbott / Veropharm Transaction summary Transaction overview

 Disposal of Actavis’ Western European commercial operations in 7  Actavis decided to divest Crossbow in order to Actavis, Inc. countries: France, Germany, Spain, Portugal, Italy, Belgium and focus on higher margin specialty products the Netherlands (together “Crossbow”) June 2013  Rothschild appointed as sole financial adviser  Operations include: Gx business (including tender business in Germany and the Netherlands), Hospital business and Rx / OTC  Development of the equity story, market positioning Advised on disposal of products Actavis’ Western of investment case and preparation of business European commercial plan for sale operations  Infrastructure includes: approximately 480 employees across sales July 2013 and marketing, regulatory and quality as well as over 100 G&A  Initial investor education; international trade / PEH

2014 FTEs auction commenced  Actavis will retain the B2B business (Medis/Specifar) and – Leveraged the global Rothschild network manufacturing plants – Over 80 parties were contacted / reviewed the Aug 2013 “Represents progress for the  The structure of the deal involved the combination of 4 share and 2 opportunity company as it executes its asset deals (Italy and Portugal)  Vendor due diligence and separation plan long-term plan. Possessed little strategic value in the near term”  Actavis will be a key supplier to Aurobindo for Actavis  Support and coordination of work streams between manufactured products for up to 5 years and given the complexity local management teams, Actavis Group and other Source Barclays 21/01/2014 (Actavis) of the carve out will be supportive to Aurobindo in transferring the advisors to prepare stand-alone information business and assets during the transition period Oct 2013 memorandum  Extensive transitional services, license, supply and distribution  Non binding offers received agreements agreed as part of the transaction – Competitive tension and value maximisation “Acquisition makes sense as Rothschild’s role – Diligence and management presented to establishing this kind of selected bidders infrastructure and front-end  Sole financial advisor to Actavis Nov 2013 presence on its own would  Second round binding offers received have taken several years in  Leveraged the Rothschild global healthcare network to conduct an – Advice on tactics four key markets and international marketing effort with potential strategic buyers and accelerating its entry into financial investors – Extensive legal documentation, supply and France, Belgium and Italy” transitional agreements negotiated  Maintained competitive tension and momentum throughout the Source Edelweiss 21/01/2014 sale process despite the complexity of the carve-out, the financial  17 Jan: Transaction announced (Aurobindo) Jan 2014 profile of the business and the level of transitional and supply – Maintaining competitive tension until the very arrangements required final phase of negotiation

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3. Selected recent case studies

Case Study 3.8 Abbott / Veropharm Meda / Rottapharm Almirall / AZ Rothschild acted as sole financial advisor to Abbott on its proposed US$631m Actavis / Aurobindo acquisition of Veropharm

Abbott / Veropharm Transaction background KeyTimeline issues

Abbott Laboratories Background and Veropharm overview 2013  In August 2013, Mr. Roman Avdeev acquired a 52% stake in August 2013: Mr Avdeev acquired a 52% stake in Veropharm Veropharm (the “Company”) from Pharmacy Chain 36.6 for RUB Aug from Pharmacy Chain 36.6 5bn (c.US$ 151m) Advisor to Abbott Laboratories on its  Veropharm is one of the largest pharmaceutical producers in US$631m acquisition of Veropharm Russia focused on generic prescription drugs. In 2013, the Company generated sales of US$165m and EBITDA of US$37m September 2013: Abbott identified Veropharm as the most Sep- suitable acquisition target in Russia for Abbott Current  After its unsuccessful attempt to acquire Petrovax Pharm (a Russian vaccine manufacturer), Abbott identified the Company as Oct Rothschild advised on tactics and arranged initial meeting with the most suitable alternative acquisition target in Russia MCB Capital (Mr. Avdeev’s investment vehicle) Process overview Deal metrics, US$m  Abbott managed to secure quickly an exclusive discussion with Mr. Nov November 2013: Mr Avdeev launched a mandatory offer for EV 631 Avdeev regarding the acquisition of Veropharm the c.48% public minority in Veropharm  The process was kept extremely confidential given the ongoing Net debt 136 2014 public offer on Veropharm minorities November 2013 - February 2014: Due diligence under Equity value 495 exclusivity  Extensive due diligence took place between the exclusivity Jan agreement signature and the final documentation Deal completion February 2014: As a result of mandatory offer, MCB Capital Feb consolidated more than 95% in Veropharm  The acquisition of Veropharm will allow Abbott to enter the top-5 pharmaceutical players in Russia, adding new and complementary products to its global portfolio and providing it with a modern local February - June 2014: SPA negotiations. Preparation of filing manufacturing base Jun documents  The signing took place on 23 June 2014. Deal completion is 23 June 2014: Signing of the binding documentation subject to Russian regulatory approvals (Anti-trust and Strategic Committee for Foreign Investments) and other customary conditions The deal represents the largest M&A transaction in the Russian healthcare industry to date and one of the largest and most significant acquisitions of a Russian business by a US company 17 3. Selected recent case studies

Recent transactions with specialty pharma

Keycyt BTG B T G

VecturaVectura Klox KLOX SyntaxinSyntaxin BTG PLC BTG PLC

Facing Page 18 Technologies

Disposal to Ipsen

for consideration of £133m acquisition €130m acquisition £147m acquisition Joint venture with €28m up front and of Targeted of Activaero of EKOS Leo Pharma in €130m of potential Therapies division Corporation dermatology milestones of Nordion Incorporated

2014 2014 2013 2013 2013

Target  VC backed, company based in  Development and  UK-based private life sciences  High growth profitable  US based firm that sells Germany that employs a commercialization of non- company specialised in business that is focused on EkoSonic Endovascular proprietary smart nebulisation- invasive BioPhotonic botulinum toxin engineering utilising Therasphere® for System, an interventional based technology allowing for technology using a device supported by an extensive targeted interventional product using a locoregional targeting of drugs into areas of consisting of LEDs that patent portfolio (75 granted treatment of liver cancer approach in the treatment of the lung via inhalation interact with oxygen-rich gel and over 132 pending) severe blood clots

Acquirer  UK-listed product  Denmark based developer  Global specialty  Specialist healthcare company  Specialist healthcare company development company that and producer of pharmaceutical company with focused on three business focused on three business focuses on the development of pharmaceuticals focusing on total sales exceeding €1.2 areas: Interventional Medicine, areas: Interventional Medicine, Specialty Pharmaceuticals, Specialty Pharmaceuticals, pharmaceutical therapies for dermatology billion in 2012 and Licensing & and Licensing & the treatment of airways- Biotechnology Biotechnology related diseases

 €130m  Not disclosed Pricing  €28m upfront, contingent  c.£133m  Initial consideration of £120m, payments of up to €130m future milestones of £27m

Rationale  Acquisition is highly  Leo Pharma gains access to  Strengthens Ipsen’s neurology  Nordion’s Targeted Therapies  EKOS will complement their complementary to Vectura, its first medical device therapy R&D capabilities and fits division complements the existing vascular interventional and fulfils key strategic and first global market entry in strategy to reinforce its core existing Oncology Beads medicine business and will product range priorities, including diversified acne technological platforms, have callpoint synergy with income streams, smart peptides and toxins their Varisolve product nebuliser-based technology, a balanced pipeline and an enhanced growth profile

3. Selected recent case studies

3.9 Case study summaries Recent transactions with the big pharma

m

€6.0bn disposal to

L’Oréal of an 8.0% Nestlé’s disposal Nestlé’s disposal Nestl é’s

stake in L’Oréal in of Pfizer Nutrition of Pfizer Nutrition acquisition of Disposal of

exchange for 50% Latin America to South Africa and Pfizer Nutrition Fougera

stake in Galderma Aspen Australia to Aspen for $11.85bn Pharmaceuticals to and €3.4bn in cash Novartis ( Sandoz) 2014 2013 2013 2012 2012

Target  Switzerland based pharmaceutical  Pfizer Nutrition develops nutritional  Pfizer Nutrition (US) develops  US based dermatology-focused company involved in the products that are scientifically premium-quality nutritional products pharmaceutical company manufacturing and marketing of designed to help meet the needs of to help meet the needs of infants and drugs and personal care products infants and young children, as well as young children, as well as pregnant pregnant and lactating mothers and lactating mothers

Acquirer  France based company engaged in  South African listed company offering  Nestlé SA is a nutrition, health and  Switzerland based provider of the nutrition, health and wellness a range of branded, generic and OTC wellness company pharmaceutical products business medicines as well as consumer and  Focus on prepared milk-based nutritional products products, pharmaceuticals and ophthalmic goods, baby foods and cereals

Financials /  €6.0bn in exchange for:  na  $11.85bn  $1.5bn Pricing - 50% stake in Galderma for €2.6bn - €3.4bn cash consideration

Rationale  The deal is part of Nestle’s strategic  Regulator required Nestlé to divest  Pfizer Nutrition is a dynamic, high  Strengths Sandoz’s differentiated Pfizer Nutrition’s infant nutrition quality, infant nutrition business that development in Nutrition, Health and products strategy by complementing activities in Australia, South Africa, complements Nestlé’s existing Wellness by expanding its activities in its existing global leadership positions and part of Latin America portfolio with strong brands in key medical skin treatments in biosimilars and generic injectables, segments and geographies anti-infectives, and ophthalmics

18 3. Selected recent case studies

Recent transactions in OTC

$1.5bn sale Facing Page 19 ($42 per share)

Disposal of sale of Schiff Establishment of Arkopharma to Nutrition joint venture in US$185m disposal Montagu International to China with Fosun of Natur Produkt to Reckitt Pharma Benckiser Valeant 2013 2014 2012 2012

Target  French pharmaceutical laboratory  Canada based developer and  Schiff is a dynamic, high quality  Natur Produkt, a leading OTC specialised in the area of manufacturer of innovative, science- nutritional supplements and vitamins pharmaceutical and food supplement phytotherapy, natural medicine and based dietary supplements business with significant growth business in Russia opportunities and strong, market- dietary supplements leading brands

Acquirer  Fund of €2.5 billion to invest and  Chinese, diversified healthcare  British consumer goods leader  Valeant Pharmaceuticals operates as gathers more than €4bn of assets company covering pharmaceutical focused on health, hygiene and home a multinational pharmaceutical company. It engages in the under management manufacturing, distribution and retail,  Major US Healthcare brands include manufacturing, developing and  Invests €100m to €1bn across many healthcare services and diagnostics Mucinex, Delsym, Cepacol and Durex marketing a broad range of products and medical devices different industry sectors pharmaceutical products

Financials /  na  na  $1.5bn  $185m Pricing

Rationale  Supplements Montagu’s  Provides the needed local expertise  Significantly enhances Reckitt’s  The acquisition will enable Valeant pharmaceutical offering in a strong and access to a wide range of market presence and position in the Pharmaceuticals to enhance its market distribution channels required to enter United States, the world’s largest footprint in the over-the-counter Chinese market market for over-the-counter (“OTC”) medicine market and strengthen its and nutritional products position in Russia

3. Selected recent case studies

3.10 Case study summaries Recent transactions with the generics

Medreich Apotex / Chiesi / CBPE Capital VION Zambon

Disposal of DOC Disposal of Banner Sale of Medreich to Generici to £180m disposal of Pharmacaps Meiji Seika Pharma Charterhouse Rosemont to to Patheon for US$290m Capital Partners Perrigo

Current 2013 2013 2012

Target  Medreich is an international contract  Italy based distributor of equivalent  UK based liquid oral drug developer  Developer and producer of manufacturing and development and medicines and manufacturer proprietary gelatin-based formulations generics company for OTC, prescription and nutritional products  Established presence across UK, Europe, Africa and Asia Pacific

Acquirer  Meiji is a Japanese conglomerate  UK based private equity firm making  US-based healthcare and  US-based provider of contract drug engaged in manufacturing and investments in Western Europe pharmaceutical company developing development and manufacturing marketing of dairy products, & manufacturing OTC, prescription, services to pharma and confectioneries, nutrition and health biotechnology companies and consumer products and APIs foods

 $290m Financials /  €340m  $282m  $255m Pricing

Rationale  MSP’s first major transaction outside  Mark’s Charterhouse’s first  Expands Perrigo’s international  Provides a platform to grow Japan and will mark MSP’s entry into transaction in the Italian pharma presence while further enhancing its Patheon’s CMO and PDS businesses

India market manufacturing and research &  Creates scale opportunities, and adds development capabilities a well-balanced product and  Perrigo well positioned to facilitate the intellectual property portfolio

acceleration of Rosemont’s  Expands Patheon’s geographical international product portfolio into presence European and US markets

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4. Rothschild Life Sciences credentials 4. Rothschild Life Sciences credentials

4.1 Rothschild Life Sciences Significant experience across the globe

Life sciences

Meda Almirall LBO Italia Vectura Macrocure KLOX Technologies MediWound

€130m acquisition of US$54m IPO Joint venture with Leo Advised on $81 million €120m disposal of €2.3bn acquisition of Almirall’s US$2.1bn plus Activaero Pharma in dermatology IPO on the Nasdaq Corvette to Recipharm Rottapharm | Madaus royalties respiratory transaction with AstraZeneca

2014 2014 2014 2014 2014 2014 2014

Actavis, Inc. Medreich Keocyt Max Rombi and family Nestle Enzymotec Ltd. Syntaxin

Advised on disposal of Sale of Medreich to Meiji Disposal of Keocyt to Disposal of Arkopharma to €6.0bn disposal by Nestlé Advised on $62 million Sale of Syntaxin to Ipsen Actavis’ Western Seika Pharma for Riemser Pharma Montagu Private Equity to L'Oréal of a 8.0% stake IPO on the Nasdaq for up to €160m (€28 European commercial US$290m in L'Oréal in exchange for upfront) plus structured operations 50% of Galderma and payments around lead €3.4bn in cash asset 2014 2014 2014 2014 2014 2013 2013

Apotex / Chiesi / Zambon Advent and Mediq CBPE Capital Atrium Innovations Kamada Invent Farma BTG PLC International

£133m acquisition of Disposal of Doc Generici Disposal of ACP Pharma £180m disposal of Establishment of joint Disposal of Invent Farma $59m US IPO on the Targeted Therapies to Charterhouse Capital to Neuca S.A. and Penta Rosemont venture in China with to The Iceland Enterprise NASDAQ with post deal division of Nordion Partners Investments Pharmaceuticals to the Fosun Pharma Investment Fund market capitalisation of Incorporated and £147m Perrigo Company approx. $360m acquisition of EKOS Corporation

2013 2013 2013 2013 2013 2013 2013

21 4. Rothschild Life Sciences credentials

4.2 Rothschild Life Sciences Significant experience across the globe

Life sciences (cont’d)

Fougera & Shareholders Schiff Nestlé SA VION N.V Recordati S.p.A Genesis Pharma Renova Group (Nordic Capital, Avista Capital Partners, DLJ Merchant Banking)

US$1.525bn disposal of $1.5bn sale ($42 per US$11.85bn acquisition $255m disposal of Banner Acquisition of a portfolio of Disposal of assets and US$185m disposal of Fougera Pharmaceuticals share) sale of Schiff of Pfizer Nutrition Pharmacaps to Patheon OTC pharma & dietary commercial agreement of Natur Produkt to Valeant to Sandoz (Novartis) Nutrition International to supplements brands from biotech products to Amgen Reckitt Benckiser ZAO Akvion

2012 2012 2012 2012 2012 2012 2012

BC Partners BC Partners Shareholders of Nerviano Medical Cinven Specifar Polpharma Walmark a.s. Sciences

Acquisition of Temmler Acquisition of Aenova by Disposal of a 50% stake in Disposal of Specifar to Acquisition of a majority Independent strategic £465m acquisition of stake in Khimpharm Group by Aenova / BC BC Partners Walmark to Mid Europa review of the group’s Mercury Pharma from Watson Pharmaceuticals Partners Partners revised business plan as HgCapital for €400m part of their reorganisation and restructuring 2012 2012 2012 2012 2012 2011 2011

Fidia Farmaceutici Novagali Pharma Celtic Pharmaceutical BTG PLC Comifar Mepha Holding Solvay Holdings

Refinancing of €750m US$589.6m disposal of Strategic review €200m disposal of €101m sale of Novagali Disposal of several non- Recommended offer for financial indebtedness Mepha Group to Cephalon of Pharmaceuticals 100% of Bioiberica Pharma to Santen core portfolio Biocompatibles division and subsequent to Teeuwissen Pharmaceutical pharmaceutical International programmes of £177m €5.2bn disposal to Abbott Laboratories

2011 2011 2011 2010 2010 2010 2010

22 4. Rothschild Life Sciences credentials

4.3 Rothschild Life Sciences Significant experience across the globe

Life sciences (cont’d)

Cambridge Laboratories Weider Health & Fitness PBM Products Catalent Herbacos-bofarma, Intermediate Capital Zentiva NV s.r.o.

£17.8m disposal of UK Disposal of Osny division €20m disposal of the US$48.8m sale of US$808m disposal of PBM £975m disposal Financial advisor to the and Irish business to to Bavaria Industriekapital company to Recordati 25% stake in Products to Perrigo of Marken to Board on its defence in Alliance Pharma AG S.p.A. Schiff Nutrition Apax Partners relation to the €2.3bn offer International to by sanofi -aventis TPG Growth

2010 2010 2010 2009 2009 2009 2008

BTG PLC Genepharm Australasia Laboratorios Almirall Polska Grupa Genefar BV Orphan Europe founders Shire plc Limited Farmecuetyczna and Quilvest

£218m recommended Acquisition of Strides €697m IPO Investment in special Financial adviser to the €135m sale of Orphan Advised on $2.3bn bank offer for Protherics PLC by Arcolab Limited’s Asian Adviser to the Company purpose company in order shareholders of Europe to Recordati financing to support the BTG PLC and Australian businesses to take control of Limedika Polpharma on its $5.4 acquisition of New River by Genepharm Australasia and Gintarin Vaistine billion combination with and provide for future Limited (Lithuanian distributors of Gedeon Richter working capital needs pharmacueticals ) 2008 2008 2007 2007 2007 2007 2007

Shire plc Laboratorios Almirall Dr Reddy’s Laboratories Schwarz Pharma AG GlaxoSmithKline plc Advent International Aventis SA

US$213m disposal of its €376m acquisition of €480m acquisition of €4.4bn takeover offer for US$1.4bn acquisition of ID €750m disposal of the €59.3bn public offer non-core product portfolio Hermal by Laboratorios betapharm from 3i Schwarz Pharma AG by Biomedical Corporation by Viatris Group for Aventis by to Laboratorios Almirall Almirall S.A. from Reckitt UCB SA GlaxoSmithKline plc to MEDA AB Sanofi-Synthelabo SA S.A. Benckiser plc

2007 2007 2006 2006 2005 2005 2004

23 4. Rothschild Life Sciences credentials

4.4 Rothschild Life Sciences Has advised on a wide variety of transactions...

Cross border Public transactions Financing advisory

Almirall Abbott Laboratories Nestle Vectura Macrocure Almirall

$631m acquisition of LLC €6.0bn disposal by Nestlé €130m acquisition of US$54m IPO Debt advice on a €325m Almirall’s US$2.1bn plus Garden Hills, parent to L'Oréal of a 8.0% stake Activaero 7-year High Yield bond royalties respiratory company of OJCS in L'Oréal in exchange for offering transaction with Veropharm 50% of Galderma and AstraZeneca €3.4bn in cash

2014 2014 2014 2014 2014 2014

Medreich Limited Sauflon Schiff BTG PLC MediWound Kamada Pharmaceuticals Ltd.

Advised on the sale of Recommended offer for $1.5bn sale ($42 per Advised on $81 million Sauflon to The Cooper Biocompatibles $59m US IPO on the Advised on sale of share) sale of Schiff IPO on the Nasdaq Companies for $1.2bn International NASDAQ with post deal Medreich to Meiji Seika Nutrition International to of £177m market capitalisation of Pharma Co. Reckitt Benckiser approx. $360m

2014 2014 2012 2010 2014 2013

Essilor International CBPE Capital BTG PLC Covidien Pluristem Therapeutics BTG PLC

£106m equity placing $1.9bn acquisition of 51% £180m disposal of £218m recommended £38m recommended cash $37m common stock relating to the acquisitions stake in Transitions Optical Rosemont offer for Protherics PLC by offer for Tissue Science offering of EKOS and Targeted and 100% of Intercast Inc Pharmaceuticals to the BTG PLC Laboratories plc by Therapies division of Perrigo Company Covidien UK Holding Ltd Nordion

2013 2013 2008 2008 2012 2013

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