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 1 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 Page Facing 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 $1.2bn acquisition of SPX Financial advisor in the Source Thomson Reuters 2 Jan 2013 95% stake in ANA to SoftBank and regarding various reorganization Service Solutions context of its stake Aeroportos de Portugal evaluation of unsolicited situations being reviewed increase in MAN SE from Dish proposal by the Board 56% to 75% 2013 2013 2013 2012 2012 2012 5 2. Rothschild Healthcare 2. Rothschild Healthcare 2.1 A leading Healthcare M&A advisor worldwide Rothschild Healthcare was #1 in Europe and #2 globally in 2013 Strong deal flow Leading advisor for Healthcare Selected recent deals across the board Global Meda Almirall Sauflon # US$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.