Teva and
Mylan May 5, 2015
Combination to Create an Industry-Leading Company, Well Positioned to Transform the Global
Generics Space and Create a Unique and Differentiated Business Model,
Leveraging on Its Significant Assets and Capabilities in Generics and Specialty
Filed by Teva Pharmaceutical Industries Ltd.
(Commission File No. 001-16174) 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: Mylan N.V.
Commission File No.: 333-199861 |
2
Safe Harbor Statement
This communication contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, which are based on managements current
beliefs and expectations and involve a number of assumptions, known and unknown risks and uncertainties that change
over time and could cause future results, performance or achievements to differ materially
from the results, performance or achievements expressed or implied by such
forward-looking statements. These assumptions, known and unknown risks and uncertainties include, but are not limited to, those
discussed in our Annual Report on Form 20-F for the year ended December 31, 2014 and in
our other filings with the U.S. Securities and Exchange Commission (the
SEC), and those relating to Mylans business, as detailed from time to time in Mylans filings with the SEC, which factors are
incorporated herein by reference. Forward-looking statements are generally
identified by the words expects, anticipates, believes, intends,
estimates, will, would, could,
should, may, plans and similar expressions. All statements, other than statements of historical fact, are
statements that could be deemed to be forward-looking statements, including statements
about the proposed acquisition of Mylan, the financing of the proposed transaction, the
expected future performance (including expected results of operations and financial guidance), and the combined
companys future financial condition, operating results, strategy and plans.
Important factors that could cause actual results, performance or achievements to
differ materially from the forward-looking statements we make in this communication include, but are not limited to: the ultimate
outcome of any possible transaction between Teva and Mylan, including the possibility that no
transaction between Teva and Mylan will be effected or that a transaction will be
pursued on different terms and conditions; the effects of the business combination of Teva and Mylan, including the
combined companys future financial condition, operating results, strategy and plans;
uncertainties as to the timing of the transaction; the possibility that the expected
benefits of the transaction and the integration of our operations with Mylans operations (including any expected synergies) will not
be fully realized by us or may take longer to realize than expected; adverse effects on the
market price of Tevas or Mylans shares, including negative effects of this
communication or the consummation of the possible transaction; the ability to obtain regulatory approvals on the terms proposed or
expected and satisfy other conditions to the offer, including any necessary stockholder
approval, in each case, on a timely basis; our and Mylans ability to comply with
all covenants in our or its current or future indentures and credit facilities, any violation of which, if not cured in a timely manner, could
trigger a default of other obligations under cross default provisions; our and Mylans
exposure to currency fluctuations and restrictions as well as credit risks; the effects
of reforms in healthcare regulation and pharmaceutical pricing and reimbursement; uncertainties surrounding the legislative and
regulatory pathways for the registration and approval of biotechnology-based medicines;
the impact of competition from other market participants; adverse effects of political
or economic instability, corruption, major hostilities or acts of terrorism on our or Mylans significant worldwide operations;
other risks, uncertainties and other factors detailed in our Annual Report on Form 20-F
for the year ended December 31, 2014 and in our other filings with the SEC; and the
risks and uncertainties and other factors detailed in Mylans 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. Forward-looking statements speak only as of the date on which
they are made and we assume no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise. |
3
Additional Information
This communication is for informational purposes only and does not constitute an offer to buy
or solicitation of an offer to sell any securities. This communication relates to
a proposal which Teva has made for a business combination transaction with Mylan. In furtherance of this proposal and
subject to future developments, Teva and Mylan may file one or more proxy statements,
registration statements or other documents with the SEC. This communication is not a
substitute for any proxy statement, registration statement, prospectus or other document Teva and/or Mylan have filed or may
file with the SEC in connection with the proposed transaction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT(s), REGISTRATION STATEMENT, PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE 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. Investors and security holders may obtain free copies of this communication,
any proxy statement, registration statement, prospectus and other documents (in each case, if
and when available) filed with the SEC by Teva through the web site maintained by the
SEC at http://www.sec.gov. |
4
Teva Reiterates Commitment to Acquisition of Mylan
1
Agenda
2
Tevas Proposal Provides Premium Value for Mylan and Its Prospects
3
Antitrust is Not a Barrier to Completion
4
Teva and Mylans Obviously Strong Strategic and Cultural Fit
5
Proven Leadership Team Committed to Creating Value for All Stakeholders
Teva is Well-Positioned to Maintain Its Leadership, Drive Growth and Continue
Superior Financial Performance
Pathway Forward
6
7 |
5
Teva is fully committed and willing to devote the time necessary
to unlocking value for
both Teva and Mylan stockholders through an acquisition of Mylan
Teva is Committed to an Acquisition of Mylan
Our
Board
of
Directors
and
management
team
have
unanimously
approved
and
are
fully
supportive
of
this
transaction
We
continue
to
prefer
a
friendly,
negotiated
transaction
and
welcome
the
opportunity
to
discuss
any
and
all
aspects
of
our
proposal
with
the
Mylan
Board
The
combination
makes
clear
and
compelling
strategic
and
financial
sense
for
Teva
stakeholders
supported
by
significant
short-
and
long-term
value
creation
Our
proposal
offers
Mylans
stockholders
superior
value
to
its
standalone
plan,
or
to
its
proposed
acquisition
of
Perrigo,
and
we
are
committed
to
helping
ensure
that
Mylans
stockholders
are
given
the
proper
opportunity
to
evaluate
our
proposal
We
have
carefully
studied
the
regulatory
/
antitrust
aspects
of
the
combination
and
are
confident
any
necessary
requirements
can
be
completed
this
year
We
firmly
believe
that
the
combined
company
will
be
better
positioned
to
lead
in
the
industry,
provide
affordable,
high-quality
medicines
to
patients
across
the
world
and
invest
in
talent
and
capabilities
to
drive
growth
and
innovation |
6
Proposed Transaction Overview
$82.00 per share
Approximately 50% cash / 50% stock
Implies a total equity value of approximately $43 billion
Proposed Price and
Consideration
Significant
Premium
48.3% premium to the unaffected Mylan stock price of $55.31 on March 10, 2015, after which
there was widespread speculation of a transaction between Teva and Mylan
Clear Roadmap to
Completion
Have carefully studied the regulatory aspects of proposed combination
Confident that any necessary regulatory requirements will be met
in a timely manner; divestitures can
be determined and implemented promptly
Filed for HSR on April 21, 2015 and began pre-notification process with the European
Commission that same week
Can be completed in 2015
Financing and
Conditions
No financing condition
Contingent on Mylan not completing its proposed acquisition of Perrigo or any alternative
transactions Does not require a Teva stockholder vote
Value Creation
Transaction expected to deliver approximately $2 billion annually in cost synergies and tax
savings to be largely achieved by the third anniversary of the closing of the
transaction, plus approximately $350 million annually in capital expenditure savings,
to be largely achieved from the time of transaction closing
Significant savings from operational, SG&A, manufacturing and R&D efficiencies
Expected non-GAAP EPS accretion in the mid-teens in the first year, and approaching
30% by the third year |
7
Facts About Teva and Its Offer for Mylan
Offer is at a
Premium Value
Tevas proposal represents a 48.3% premium to the unaffected Mylan stock
price
Offer price is above all external, objective benchmarks for Mylans stock price,
including every sell-side analyst estimate on Wall Street
Creates significant synergies and allows Mylan stockholders to participate in
future upside while also receiving immediate cash value
Antitrust is Not a
Barrier to
Completion
Teva has filed for U.S. HSR antitrust clearance and initiated the pre-merger
notification process with the European Commission
Teva has a successful track record of timely antitrust clearances in similar
situations (IVAX, Barr, ratiopharm and Cephalon)
Teva
expects
to
secure
all
necessary
antitrust
clearances
within
4
to
7
months
Companies Have
Strong Cultural and
Strategic Fit
Teva is a leader and a global pioneer in generics and has set industry standards
for years
Teva
has
a
rich
history
of
integrating
large,
global
and
diverse
organizations
from an operational, geographic and cultural perspective
Teva
and
Mylan
have
highly
complementary
capabilities
in
product
portfolios,
complex technologies and marketing
This transaction is consistent with Tevas clearly articulated strategy
|
8
Facts About Teva and Its Offer for Mylan (Contd)
Teva Has a Strong
Leadership Team
Well-respected
and
established
leadership
team,
strongly
delivered
on
the
transformation of Teva starting in 2014
Truly global team, highly diverse and rich in experience in generics, specialty
and other relevant industries
Teva is Well-
Positioned for
Growth and
Superior Financial
Performance
Tevas 2014 and Q1 2015 results demonstrated strong financial performance
building on a solidified base
Industry-leading generics business generates robust and increasing
profitability with optimized market and product portfolio
Tevas specialty pipeline is poised to deliver significant value to stockholders
and patients and diversify future revenues
In 2019, Teva expects to generate up to $4.5 billion in incremental annual risk-
adjusted revenues from new specialty product launches that started in 2014
Teva has a strong track record of achieving cost savings and operational
improvements
Transformed Board
Aligned with
Management
Teva has demonstrated recently that it is highly attentive to its stockholders
views on matters of business strategy and corporate governance and has
made decisive and rapid changes to the composition and conduct of the Board
Headed by our new Chairman of the Board, Professor Yitzhak Peterburg, the
Teva Board has been significantly transformed, adding experienced industry
participants as truly independent directors and enhancing the diversity, global
perspective and breadth of experience of its membership |
9
Teva Reiterates Commitment to Acquisition of Mylan
1
Agenda
2
Tevas Proposal Provides Premium Value for Mylan and Its Prospects
3
Antitrust is Not a Barrier to Completion
4
Teva and Mylans Obviously Strong Strategic and Cultural Fit
5
Proven Leadership Team Committed to Creating Value for All Stakeholders
Teva is Well-Positioned to Maintain Its Leadership, Drive Growth and Continue
Superior Financial Performance
Pathway Forward
6
7 |
10
Value Creating Proposal for Teva & Mylan Stakeholders
Clear and compelling strategic and financial rationale supported
by significant short-
and long-term value creation to stakeholders of both companies
Industry-leading company, well-positioned to transform the global generics
space
Significantly expanded and more efficient global footprint,
including leadership positions and strengthened
operations, sales and R&D platforms in attractive markets
around the world
Benefit from a robust, industry-leading sales infrastructure and deep customer and
provider relationships across the expanded network
Enhanced financial profile
The combined company is expected to have substantial debt capacity and an investment grade
rating Strong cash flow generation will allow deleveraging to at or below 3.0x gross
debt to EBITDA after 24 months Strongly positioned from day one to pursue future
acquisitions to expand portfolio in both specialty pharmaceuticals and generics
Establish a unique and differentiated business model, leveraging
on its
significant assets and capabilities in generics and specialty
Leading positions in multiple sclerosis, respiratory, pain,
migraine, movement disorders and allergy
therapeutics
Enhanced global infrastructure to pursue current and future
commercialization |
11
Superior Alternative to a Mylan / Perrigo Combination
or Standalone Mylan
A clear industry leader
Significant synergies
Strong strategic and cultural fit
Clear value creation
Upside participation
A substantial premium and
immediate cash value for Mylan
stockholders
Tevas Proposal
Mylan Standalone
Mylans Proposal for Perrigo
No premium
No upfront liquidity
Smaller scale
No synergies
Paying a premium rather
than receiving one
No upfront liquidity
Smaller scale
Weaker strategic fit
Weaker financial profile
Less synergies
Limited value creation
Tevas proposal creates the strongest combination
while delivering the most value to Mylan stockholders |
12
$82.00 per share represents a significant premium for Mylan stockholders
May 2014
Jul 2014
Sep 2014
Dec 2014
Feb 2015
May 2015
$20
$30
$40
$50
$60
$70
$80
Prior to speculation
regarding Teva's
acquisition of
Mylan (March 10,
2015)
Significant Premium to Current and Historic Valuation
48.3% premium
to the unaffected Mylan stock price of $55.31 on March 10, 2015,
after which
there was widespread speculation of a transaction between Teva and Mylan
Mylan LTM Price Performance
Proposed Price per Share: $82.00
$55.31
$ per share
3/10/15
48% Premium
Source: FactSet as of May 1, 2015 |
13
Offer Price Comparison
Tevas offer far exceeds various share price benchmarks for Mylan and
represents
extremely attractive, immediate value for Mylan stockholders
Source: Press releases and FactSet
1.
Based on Mylans closing stock price on February 27, 2015
2.
Per Mylans One-Time Special Performance-Based Incentive Program as described in
the companys 10-K/A filed on 4/30/15 (...a stock price of $73.33 per share, which would represent an extraordinary achievement by our leadership
team in such a short period of time)
Price per Share
Offer Premium
Unaffected as of March 10, 2015
$55.31
48.3%
Price of equity issued to Abbott
(1)
$57.33
43.0%
2018 extraordinary achievement
stock price target in Mylan special
performance-based management incentive program of $73.33
(2) |
14
Average Target:
$61.00
Significant Premium to Research Analyst Price Targets
Analyst Price Targets as of March 10, 2015 (Unaffected Price)
Source: Bloomberg and FactSet; excludes analysts that do not provide price targets
Teva Proposal:
$82.00
$41.00
$53.00
$54.00
$54.00
$56.00
$60.00
$60.00
$61.00
$62.00
$65.00
$65.00
$65.00
$65.00
$66.00
$66.00
$67.00
$67.00
$68.00
$69.00
$55.31
$20.00
$40.00
$60.00
$80.00
Analyst 19
Analyst 18
Analyst 17
Analyst 16
Analyst 15
Analyst 14
Analyst 13
Analyst 12
Analyst 11
Analyst 10
Analyst 9
Analyst 8
Analyst 7
Analyst 6
Analyst 5
Analyst 4
Analyst 3
Analyst 2
Analyst 1
Mylan Price as of 3/10/2015 |
15
Teva Reiterates Commitment to Acquisition of Mylan
1
Agenda
2
Tevas Proposal Provides Premium Value for Mylan and Its Prospects
3
Antitrust is Not a Barrier to Completion
4
Teva and Mylans Obviously Strong Strategic and Cultural Fit
5
Proven Leadership Team Committed to Creating Value for All Stakeholders
Teva is Well-Positioned to Maintain Its Leadership, Drive Growth and Continue
Superior Financial Performance
Pathway Forward
6
7 |
16
Antitrust is Not a Barrier to Completion
Teva filed for U.S. HSR antitrust clearance on April 21, and that same week initiated the
pre-merger notification process with the European Commission; Teva will make and
secure other regulatory filings as appropriate Teva
expects
to
secure
all
necessary
antitrust
clearances
within
4
to
7
months.
Teva
has
told
U.S.
antitrust
authorities it wants to reach agreement on any necessary divestitures quickly, and wants to
secure clearance as soon as possible
Teva has a successful track record of timely antitrust clearances in similar situations
Antitrust clearance is in motion and is not a barrier to completion
Acquisition of IVAX: Teva divested 15 products and agreed to additional remedies to address
U.S. regulatory concerns; six months from announcement to closing
Acquisition of Barr: Teva divested 29 products in the U.S. and 17 products in Europe to
address regulatory concerns; five months from announcement to closing
Acquisition of ratiopharm: Teva divested 16 products in the Netherlands, one product in
Hungary and two products in Canada to address regulatory concerns; less than five
months from announcement to closing
Acquisition of Cephalon: Teva divested products with annual sales exceeding $300 million in
the U.S., and undertook additional remedies in the EU, to address regulatory concerns;
less than six months from announcement to closing
Several potential purchasers have already shown interest in acquiring likely divested
assets |
Teva Reiterates
Commitment to Acquisition of Mylan 1
Agenda
2
Tevas Proposal Provides Premium Value for Mylan and Its Prospects
3
Antitrust is Not a Barrier to Completion
4
Teva and Mylans Obviously Strong Strategic and Cultural Fit
5
Proven Leadership Team Committed to Creating Value for All Stakeholders
Teva is Well-Positioned to Maintain Its Leadership, Drive Growth and Continue
Superior Financial Performance
Pathway Forward
6
7
17 |
18
Combination Advances Tevas Strategy
Aligns with strategy to aggressively pursue growth opportunities
that further strengthen Tevas position in the evolving global pharmaceutical space
Positions combination as a fully-integrated leading generics and specialty
pharmaceutical company
Enhances scale, resources and capabilities to drive significant value across
the business
Advances our goal of being the most competitive manufacturer
Opportunity to become a more diversified organization |
19
Teva and Mylans Businesses are Highly Complementary
Teva
(1)
Mylan
(2)
Business units: Generics, Specialty
Specialty TAs: respiratory / allergy
Operates in 145 markets
30,000 employees
2014 Revenue: $9.7 billion
Current Rating: Baa3 / BBB-
Business units: Generics, Specialty, OTC
Specialty TAs: CNS, pain, respiratory
Operates in 100 markets
43,000 employees
2014 Revenue: $20.3 billion
Current Rating:
A3 / A-
Source: 2014 Company filings
1.
Based on 2014 actuals
2.
Pro forma for Abbott Non-U.S. Developed Markets Specialty and Branded Generics Business;
revenue and geographic mix based on Mylans investor presentation dated July 14, 2014
Product offerings are highly complementary and would
further enhance the broadest portfolio in the industry
Generics
85%
Specialty
13%
OTC / Other
2%
Generics
49%
Specialty
42%
Other
9%
North
America
48%
Europe
33%
ROW
19%
U.S.
52%
Europe
29%
ROW
19% |
20
The Strength of the Combined Company
Source: Company filings; financials include contributions from Abbott assets
1.
2.
The combined company is an attractive investment opportunity: financially,
strategically and as a platform for future M&A
Long-Term Impact
Combined Company
Revenue
EBITDA
>$30 billion
>$6 billion
Significantly expanded and more efficient global
footprint
Pro Forma 2014
Revenue Mix
Expected investment grade rating
Opportunity for rapid deleveraging and the funding of
future growth
Opportunities for capital expenditures synergies of
approximately $350 million annually
Enhances product diversification
Enhances geographic diversification
More diversified organization with the scale and
resources to drive value
By Product Type
(2)
By Geography
(2)
>$10 billion
Opportunities for substantial achievable cost synergies
and tax savings are estimated to be approximately $2
billion annually
2016E
2018E
~$33 billion
>$8.5 billion
~$13 billion
Cash Flow from
Operations
(1)
Free Cash
Flow
(1)
>$5 billion
>$7.5 billion
North
America
51%
Europe
30%
Rest of
World
19%
Generics
60%
Specialty
33%
OTC / Other
7%
Net of one-time restructuring costs
Pro Forma for Abbott Non-U.S. Developed Markets Specialty and Branded Generics Business
based on 2014 financials |
21
Significantly Expands Global Footprint in Key Markets
of Focus
Source: Company filings
Data as of 12/31/2014
Joint
Teva
Mylan
Markets of Focus
The
combined
company
will
have
enhanced
opportunities
in
markets
worldwide
India
Netherlands
production positions
manufacturing sites
employees
European and specialty business headquarters for Teva
Almost 1,000 Teva employees in management, R&D and
Six Teva
Thousands of Teva |
22
Creates the most efficient, flexible and competitive global platform with
industry-leading go-to-market capabilities
Creates the Most Efficient, Flexible and
Competitive Pharmaceutical Platform
Global Manufacturing Facilities
(1)
1.
Excludes R&D, distribution and corporate facilities; shading denotes manufacturing
facilities Industry-Leading Infrastructure
North America
Teva: 12
Mylan: 4
Latin America
Teva: 8
Mylan: 3
Europe
Teva: 26
Mylan: 6
Asia-Pacific
Teva: 16
Mylan: 23
Robust, industry-leading
sales infrastructure and
deep customer and
provider relationships
across expanded
network
Strengthened operations,
sales and R&D platforms
around the world |
23
Combination and Recent Industry Trends
U.S. Generics Increasingly Fragmented
Recent Channel Consolidation
2009
2013
Market Share of the Top Three U.S. Generics Players
Source: IMS Health; market share as measured by sales
1.
2.
The market share of Tevas top three customers increased significantly from 2009 to
2013, with top 3 customer share growing from 52% to 83% in the U.S.
(1)
and 51% to 60% in the EU
(2)
Top 3
35%
Other
65%
Top 3
43%
Other
57%
Wholesaler
Retailer
PBM
Key Global
Distributors
Wholesaler
Retailer
PBM
2007
Today
Top three include ABC-Walgreens, Cardinal-CVS and McKesson-RiteAid
Top three include Celesio, Alliance Boots and Phoenix |
24
Company
Headquarters
Presence
Annual Synergies
Continued Contribution to Teva Today
Targeted
Achieved
2006
35 markets
$150
million
Forms core of current presence in Latin America and CIS
Added scale, talent and infrastructure in U.S.,
2008
30 markets
$600
million
Added scale, talent and infrastructure in U.S
Forms core of current presence in CIS
2010
26 markets
$450
million
Forms core of current presence in Germany and other
countries in EU
Strong capabilities in OTC and biologic R&D
Germany site a vital part of global supply chain
2011
100 markets
$525
million
Significant contributor to the specialty business
Contributed people, capabilities and pipeline to
specialty platform
Tevas History of Integrating Large, Global and Diverse
Organizations
Flexible, results-oriented culture that effectively integrates acquisitions
Over its history, Teva has integrated large, global and diverse organizations from an
operational, geographic and cultural perspective
Its leadership team:
Creates value by achieving financial synergy goals
Preserves each organizations core strengths, competencies and talent
Is
meritocratic
and
fair
committed
to
identifying
the
best
people
and
best
assets
across
each
company
particularly in respiratory |
25
Teva Reiterates Commitment to Acquisition of Mylan
1
Agenda
2
Tevas Proposal Provides Premium Value for Mylan and Its Prospects
3
Antitrust is Not a Barrier to Completion
4
Teva and Mylans Obviously Strong Strategic and Cultural Fit
5
Proven Leadership Team Committed to Creating Value for All Stakeholders
Teva is Well-Positioned to Maintain Its Leadership, Drive Growth and Continue
Superior Financial Performance
Pathway Forward
6
7 |
26
Truly global team, highly diverse and rich in experience in generics, specialty
and other relevant industries
Committed to cost control, restraint and pay-for-performance
Headed by new Chairman, Professor Yitzhak Peterburg, the Teva Board is
highly attentive to stockholders
views
Significantly transformed, adding experienced industry participants as truly
independent
directors,
and
enhancing
the
diversity,
global
perspective
and
breadth of experience of its membership
Highly collaborative working relationship with the management team
Management
Board
Proven Leadership Team
Countries
Represented by
Board and
Management Team
Well-respected
and
established
leadership
team,
strongly
delivered
on
the
transformation
of
Teva
starting
in
2014 |
27
Name
Position
Executive
Officer Since
Prior Affiliations
Erez Vigodman
President & CEO
2014
President & CEO, Adama Agricultural Solutions
President & CEO, Strauss Group
Iris Beck-Codner
Group EVP, Corporate
Marketing Excellence and
Communication
2014
Group CEO, McCann Erickson Israel, IPG
VP of Marketing & Content, Partner Communications Company
General Manager, Lever Israel
Eyal Desheh
Group EVP, Chief Financial
Officer
2008
EVP and CFO, Check Point Software Technologies
CFO, Scitex
Richard S. Egosi
Group EVP, Chief Legal Officer
2010
Law firms, including Jones Day
Dr. Michael
Hayden
President of Global R&D,
Chief Scientific Officer
2012
Founder of NeuroVir, Aspreva Pharmaceuticals and Xenon
Pharmaceuticals
Director, Med Biogene
Dr. Rob
Koremans
President and Chief Executive
Officer, Specialty Medicines
2012
Member of the Global Leadership Team, Sanofi
CEO, Zentiva
CEO, CryoSave
Dr. Ing. Carlo de
Notaristefani
President and Chief Executive
Officer, Global Operations
2012
President Technical Operations and Global Support Functions,
Bristol-Myers Squibb
Several senior positions at Aventis
Sigurdur (Siggi)
Olafsson
President and Chief Executive
Officer, Global Generic
Medicines Group
2014
President, Actavis Pharma
CEO, Actavis Group
Mark Sabag
Group EVP, Human Resources
2013
Senior HR roles at Intel
Tim R. Wright
Group EVP, Business
Development, Strategy and
Innovation Group
2015
Director of the Drug Discovery and Development Institute for The
Ohio State University Comprehensive Cancer Center
President and CEO of Mallinckrodt Covidien
Teva Management Team
Source: Company filings |
28
Name
Director Since
Years in
Healthcare
Current / Prior Affiliations
Prof. Yitzhak Peterburg
(Chairman)
2012
36
Teva Group President
Global Branded Products
Director General of Clalit Health Services
CEO, Cellcom Communications Ltd.
Roger Abravanel
2007
8
Director, McKinsey
Director, COFIDE
Gruppo De Benedetti
Dr. Sol J. Barer
2015
41
Executive Chairman & CEO, Celgene
Director, Amicus Therapeutics
Dr. Arie Belldegrun
2013
15+
Founder, Chairman & CEO, Kite Pharma
Chairman, Arno Therapeutic
Amir Elstein
2009
19
EVP of Global Pharmaceutical Resources, Teva
General Manager, Intel
Jean-Michel Halfon
2014
28
President & General Manager of Emerging Markets, Pfizer
Director of Marketing, Merck
Prof. Richard Alan Lerner
2012
3
Director, Opko Health
Director, Kraft Foods
Prof. Moshe Many
1987
63
Chairman of Surgery, Sheba Medical Center
Director, Rosetta Genomics
Galia Maor
2012
3
President & CEO, Bank Leumi le-Israel B.M. Group
Director, Equity One
Joseph Nitzani
2008
19
Chairman, Hadassah Medical Center
CEO, Tel-Aviv Stock Exchange
Dan Propper
2012
7
Chairman & CEO, Osem
President, Manufacturers Association of Israel
Ory Slonim
2008
12
Director, U-Dori Group
Director, Oil Refineries Ltd.
Erez Vigodman
2009
6
President & CEO, Adama Agricultural Solutions
President & CEO, Strauss Group
Teva Board of Directors
Source: Company filings |
29
Teva Reiterates Commitment to Acquisition of Mylan
1
Agenda
2
Tevas Proposal Provides Premium Value for Mylan and Its Prospects
3
Antitrust is Not a Barrier to Completion
4
Teva and Mylans Obviously Strong Strategic and Cultural Fit
5
Proven Leadership Team Committed to Creating Value for All Stakeholders
Teva is Well-Positioned to Maintain Its Leadership, Drive Growth and Continue
Superior Financial Performance
Pathway Forward
6
7 |
30
Significant Achievements on All 2014 Must Wins
Drive Organic Growth
Creating
a New
Future
for Teva
Solidify the Foundation
Maintain COPAXONE®
Franchise
Teva is well on its way to create a new future for the company by targeting a
unique space in the industry, building on its strong capabilities in generics and
specialty and the intersection between the two
Mylan proposal aligns with this strategy by aggressively pursuing growth
opportunities positioning Teva to succeed in the evolving global pharmaceutical
industry
Cost Reduction: Reduced net costs by ~$600 million
Operations: Accelerated the transformation of our operational network; closed
or divested 11 facilities
Quality: Significant achievements making quality a core competitive competency
Cash Flow: Strong focus resulted in robust cash flow from operations and free
cash flow
Successful
and
further
upcoming
launches
in
various
EU
countries
and
elsewhere
Significant endeavors on the legal and regulatory front
Generics:
Solid 2014 performance with stronger profitability
19 product launches in the U.S., 209 in Europe and 87 in ROW delivering
~$1.0 billion in revenues
Specialty:
Successfully launched four new products with revenues of ~$200 million
Therapeutic areas selection and focus
Six major submissions of specialty products; eight major approvals
Complemented the specialty pipeline with the acquisitions of Labrys and
Auspex
Successfully launched COPAXONE® 40mg in the U.S. and achieved 67%
conversion rate as of the end of Q1 2015 Generics:
Established Global Generic Medicines; improved profitability by ~500 bps |
31
2013
2014
% YoY
2015E
Q1 2015
% QoQ
Revenues
$m
$20,314
$20,272
-
$19.0B-19.4B
$4,982
-
Operating
Income
$m
$5,198
25.6%
$5,732
28.3%
+10%
$5.7B-5.9B
$1,533
30.8%
+11%
EPS
$ per share
$5.01
$5.07
+1%
$5.05-5.35
$1.36
+11%
Cash flow from
Operations
$m
$3,237
$5,127
+58%
$4.3B-4.7B
$1,354
+51%
Free Cash Flow
$m
$2,309
$4,256
+84%
$3.5B-$3.9B
$1,213
+80%
Solidified Base Manifested in Strong Performance in
2014 and Q1 2015
Note: Operating income and EPS are non GAAP results |
32
Teva has a long track record of creating superior value for its stockholders, including a
total stockholder return of over 1,600% over the last two decades
And in Delivering Superior Total Stockholder Return
Total Stockholder Return Since Erez Vigodman was Announced as President & CEO
Source: FactSet
Note:
Total
stockholder
return
is
comprised
of
share
price
appreciation
and
Tevas
regular
dividend.
Returns
calculated
from
January
8,
2014,
the
day
prior
to
announcement
of
Erez
Vigodman
as
President
&
CEO
of
Teva
through
May
1,
2015. Returns calculated assuming dividends are reinvested.
56%
18%
28% |
33
Tevas Robust and Integrated Core Assets
Generics
Specialty
Integrated Assets
Integrated and innovative
R&D
Complex formulation
technologies, devices and
manufacturing capabilities
Broad commercial footprint
and go-to-market know-how
World-class legal and IP
Partner to healthcare
systems around the world
Integrated innovation in
IEMs (innovation around
existing molecules)
Global scale and local
capabilities have translated into
consistent leadership
Improved operating profitability
Vertical integration from APIs to
the market
Complementary OTC proposition
Generic pipeline and portfolio
shifting to complex products
Fully deliver on all planned
launches (~240 globally),
estimated revenues of ~$800
million in 2015
Focused on established areas of
strength
Depth of understanding of
disease treatment paradigms in
key franchises
Positioned to claim market
leadership
Solid pipeline with key product
launches from 2014 onward
Recent acquisitions are well-
positioned to further accelerate
growth
Effective life cycle management of
upcoming loss of exclusivities |
34
Clear Pathway to EPS Growth
Tevas Four Levers of
Growth
EPS ($)
Profitable
Growth in
Generics
Manage the Life
Cycle of Key
Specialty Products
Deliver on Promise in
the Specialty Pipeline
Execute Cost Reduction
Program
ILLUSTRATIVE
In 2014, Teva established a stable base for future organic EPS growth
1
2
3
4
5.00
Generics
Specialty Pipeline
Cost Reduction
Existing Specialty |
35
Continued Profitable Growth and Improvement in
Generics
Note: Profitability consists of gross profit less S&M and R&D expenses related to the
segment 1.
Segment profitability does not include G&A expenses, amortization and certain other
items Continue to improve
operating profitability
More focus on key markets
and portfolio management
Execution of growth
market strategy
Clear strategy
for OTC
Sales force effectiveness
in key markets
1
10%
20%
30%
40%
50%
45.2%
43.5%
41.3%
43.3%
46%
20.2%
19.9%
16.7%
21.9%
27%
(1)
FY11
FY12
FY13
FY14
Gross Profit Margin
Segment Profit Margin
FY15 guidance
mid-point |
36
Strong Track Record of Driving Cost Savings
($ in millions, rounded)
2014A
2015E
2016E
2014-2016
Cumulative
With 2013
Gross Cost
Savings
(1,000)
(650)
(400)
(2,050)
(2,450)
Reinvestment in
Additional Activities
400
100
200
700
1,600
Net Spend
Reduction
(600)
(500)
(250)
(1,350)
(850)
2 |
37
Improving the Specialty Products Portfolio:
Maintaining the COPAXONE®
Franchise
Successful launch in the U.S. of COPAXONE®
40mg, which has already achieved a 67%
conversion rate
Teva has three Orange Book patents that expire in 2030
(1)
These patents provide substantial coverage against generic competition
The Patent Office has upheld Tevas position on COPAXONE®
40mg
Teva is also well-positioned to respond to IPRs
1.
U.S. Patent Nos. 8,232,250; 8,399,413; and 8,969,302
Teva has successfully introduced patent protected COPAXONE®
40mg with significant
customer conversion to this new dosage
3
Clearly highlights the patient need and demand for this improved
product offering
Successful and further upcoming launches in various EU countries
and elsewhere
New filings use arguments that do not differ materially from arguments already
considered and overcome at the Patent Office
Successful Launches
IP Protection |
38
Maintaining Other Specialty Products in 2015
Revenues from Specialty Products ($B)
Sales of new products launched from our pipeline more than offset lower revenues from
products potentially losing exclusivity
0
5
10
2014
2015
2016
2017
2018
2019
LOEs
New Launches
Net Sales
3
License to commercialize Eagles Bendamustine Rapid Infusion Product (February
2015)
Allows
Teva
to
enhance
the
TREANDA®
(bendamustine
hydrochloride)
franchise,
a
major
revenue
contributor,
by
commercializing
a
new
and
improved
rapid
infusion
formulation
FDA Approval of ProAir®
RespiClick (April 2015)
Breath-actuated dry-powder rescue inhaler for the treatment of acute asthma symptoms;
launch expected in Q2 2015
Expansion of the Azilect franchise to markets outside of the U.S.
Note:
LOEs
include
the
COPAXONE
®
family |
39
Registration
CEP-33237 ER Hydrocodone
(abuse det.) U.S. -
Pain
COPAXONE®
40mg 3w ROW
Multiple sclerosis
COPAXONE®
20mg per Day
Japan
Multiple sclerosis
Reslizumab IV
Asthma
Bendamustine Rapid
Infusion*
CLL, NHL
* Filed by Eagle Pharmaceutical, commercialized by Teva
Note: Pipeline as of April 15, 2015. Phase I includes also projects designated for IND
filing Phase I
TV-46763 (abuse deterrent)
Pain
TV-46139 (abuse deterrent)
Pain
Fluticasone Salmeterol
Spiromax EU
Asthma, COPD
Reslizumab SC
Asthma
Fluticasone Salmeterol (MDI) EU
Asthma, COPD
TEV-46017 (tidal inhaler)
COPD
TEV-48108 (tidal inhaler)
COPD
TEV-90110
HIV
TEV-90112
HIV
SD-809
Tourette Syndrome
SD-560
Idiopathic pulmonary
fibrosis/other fibrotic conditions
Phase II
Laquinimod
Multiple sclerosis (progressive
forms)
Laquinimod
Huntingtons Disease
Pridopidine
Huntingtons Disease
TV-45070 Topical
Osteoarthritis pain
TV-45070 Topical
Neuropathic pain
TEV-48125
(anti
CGRP)
Chronic and episodic
migraine
CEP-41750
(mesenchymal
precursor cell)
Acute
myocardial infarction
Albutropin
Growth hormone deficiency
Phase III
Laquinimod
Multiple sclerosis (relapsing
remitting)
Fluticasone Propionate MDPI
Asthma
Fluticasone Salmeterol MDPI
Asthma
QVAR®
(BAI) U.S.
Asthma
CEP-41750
(mesenchymal
precursor cell)
Chronic heart
failure
SD-809
Tardive dyskinesia
SD-809
HD (Mid-2015
NDA filing)
CNS & Pain
Respiratory
Other
Auspex
pending completion
Multiple growth drivers at various stages of development
to fuel sustainable growth and contribute up to $4.5
billion in incremental specialty revenues by 2019
Building a Promising Pipeline
4 |
40
40 mg/ml
Cumulative estimated sales from new specialty product launches of ~$200 million in
2014 and ~$600 million in 2015
(2)
Q1 2015
Q2 2015
Q3 2015
Q4 2015
Select
European
markets,
Mexico,
Turkey
and
Australia
(1)
Hydrocodone
ER AD
Delivering on the Promise of the Pipeline: Multiple Product
Launches in 2014 and 2015
2014
4
(1) Launches in 2014 include the U.S., Israel, Argentina and Chile
(2) Sales
figures
exclude
U.S.
sales
of
COPAXONE
®
40mg |
41
Accelerating Business Development to Drive Growth
Acquisition included TEV-48125, a
cornerstone drug for leadership in
migraine prevention
Expanding TEV-48125 into other
headache conditions
Positive Phase IIb results in chronic and
episodic migraine
Estimated peak sales around $2-3 billion
Large, unmet clinical need
Global leader in pain by 2020
Acquired the emerging leader in
movement disorders
Strengthened Tevas leadership position
in the core CNS franchise
Enhanced the specialty portfolio
Attractive close-to-market and pipeline
assets in areas with substantial unmet
needs
Novel therapies with differentiated
safety and efficacy characteristics
Will enhance revenues by up to $800
million by 2019
Auspex
Labrys Biologics
Acquisition strategy positions both specialty and generics businesses for growth
Ideally positions Teva for the
transformative pain market |
42
Teva Reiterates Commitment to Acquisition of Mylan
1
Agenda
2
Tevas Proposal Provides Premium Value for Mylan and Its Prospects
3
Antitrust is Not a Barrier to Completion
4
Teva and Mylans Obviously Strong Strategic and Cultural Fit
5
Proven Leadership Team Committed to Creating Value for All Stakeholders
Teva is Well-Positioned to Maintain Its Leadership, Drive Growth and Continue
Superior Financial Performance
Pathway Forward
6
7 |
43
Stakeholder
Value Creation
Providing many more people around the world with affordable and
more accessible treatments
Creating the most efficient, flexible and competitive global platform
with industry-leading go-to-market capabilities
Unparalleled opportunity for value creation for respective
stockholders
Respectful of acquired companys heritage and strengths
Meritocratic and fair
Broadest global reach combined with deep conviction to improve
peoples lives
Respectful of the interests of all stakeholders and not just a select few
Patients
Customers
Employees
Communities
Stockholders
Teva & Mylan: Value Creation For All Stakeholders |
44
Teva is Prepared to Engage
The
Teva
Board
and
management
team
are
committed
to
consummating
a
transaction
as
soon as possible
We are prepared to devote all necessary resources to completing the proposed
transaction
We are ready and willing to meet with Mylan and its advisors immediately
Tevas proposal is extremely attractive for Mylan stockholders
Substantial premium and immediate cash value
Significant upside potential of a financially and commercially stronger company
The transaction would deliver more value to Mylan stockholders than any other alternative
Synergies of approximately $2 billion annually
Compelling strategic and financial rationale for the combination
of Teva and Mylan
Together, Teva and Mylan would have the financial profile and operational infrastructure
to be a more efficient, competitive and profitable company
Teva and Mylan combined are positioned to set new standards for innovation in the
industry, and meet the evolving needs of patients and customers around the world
Significant upside potential for Teva stockholders in the combined company
|
45
Thank You |