Actavis’ Acquisition of Allergan Mohd Sakib Agenda n History of Deal – Bill Ackman, Pershing Square Capital Management and Valeant Pharmaceuticals n Allergan and Actavis Overview n Deal Structure – Financial Overview – Deal Synergies n Post-Merger Competitive Landscape 4/22/15 Wall Street Club 2 History of Deal • Ackman and Valeant propose $50B (rejected) April 21 • Increases bid to $53B (rejected), Allergan will pursue May 30 other possible acquisitions • Valeant and Ackman tries to elect new Allergan board June 2 with proxy battle (rejected) • Allergan sues Ackman & Valeant with allegations of Aug 1 insider trading 4/22/15 Wall Street Club 3 History of Deal (continued) • Allergan pursues deal, Ackman threatens suit Sept 23 • Valeant sweetens deal and proposes friendly Oct 27 acquisition • Federal judge blocks Ackman from voting on Allergan’s Nov 4 board • Actavis acquires Allergan for $66B Nov 17 4/22/15 Wall Street Club 4 Allergan (AGN) Overview n Multi-specialty health care company n Focused on developing and commercializing pharmaceuticals, biologics, medical devices and over- the-counter products n Key therapeutic areas include: ophthalmic, neurological, aesthetics, medical dermatology/plastic surgery Financial Metrics (in Millions) Equity Value Enterprise Revenue Value 62,427 60,394 7,011 EBITDA Net Income Free Cash Flow 2,081 60,394 1,447 4/22/15 Wall Street Club 5 Allergan (AGN) Overview n Building and investing into new therapeutic markets with large growth potential – Botox applications 4/22/15 Wall Street Club 6 Actavis (ACT) Overview n Multi-specialty health care company – Focused on developing and commercializing pharmaceuticals, specifically generic, brand and bio similar products n Acquisition streak over 2 years – started with $5.9B market cap. – Inversion deal with Warner Chilcott in Dublin, Ireland – worth $8.5B – Lowered tax rate to 17% from 37% within 2013 n Largest deal with Forest Laboratories – worth $28B – Both transactions augmented Women’s Health, Gastroenterology, and generic drug franchises – Also acquired Furiex Pharmaceuticals and Durata Theurapetics 4/22/15 Wall Street Club 7 Deal Structure n $66B in cash and stock – $219 per share (10% premium) – 59% cash ($129.22 in cash per share) – 15% tax rate – Allergan’s previous tax rate was 26% – Allergan will remain in California n Friendly acquisition – unanimously approved by both Boards – R&D is a primary driver – contrast to Valeant’s proposal – $400 MM vs $900 MM in R&D cost cuts n Ackman and Valeant can’t match or pass offer due to excessive debt – Still profiting via 9.7% stake – $2.6B, Valeant receives 15% ($389 MM) n J.P. Morgan advised Actavis, and Bank of America Merrill Lynch and Goldman Sachs advised Allergan – huge fees 4/22/15 Wall Street Club 8 Deal Synergies n Combination of “Big Pharma” and “Special Pharma” – Specialty drugs added to generic drug product line n Commitment to ~$1.7B of R&D investment to product pipelines – Organic Rx/Gx revenue growth at 10% CAGR – Cost synergies of $1.8B for Actavis n Industry-leading management team – CEO Brent Saunders and Executive Chairman Paul Bisaro – Brent Saunders served as CEO for Bausch & Lomb and Forest Laboratories – Bisaro served as President for Barr Pharmaceuticals 4/22/15 Wall Street Club 9 Expanded Global Portfolio 4/22/15 Wall Street Club 10 Future Prospects 4/22/15 Wall Street Club 11 Post-Merger Competitive Landscape 4/22/15 Wall Street Club 12 Questions? .