Talecris Biotherapeutics Holdings Corp
Talecris Biotherapeutics — Merger or Acquisition (June 2010)
27 slides from Talecris Biotherapeutics's merger presentation, Jun 7, 2010
Slide 1: Acquisition of Talecris Biotherapeutics: Creating a world leading integrated plasma company
Acquisition of Talecris Biotherapeutics: Creating a world leading integrated plasma company
Slide 2: Important information and forward-looking statements
This document has been prepared by GRIFOLS, S.A. (GRIFOLS or the “Company’) exclusively for use during the analyst and investor conference call “Acquisition of Talecris Biotherapeutics: Creating a World Leading Integrated Plasma Company’. Therefore it cannot be disclosed or made public by any person
Slide 3: Agenda
1. Transaction highlights 2.Strategic rationale 3. Transaction impact 4.Conclusion
Slide 4: 1. Transaction highlights
1. Transaction highlights
Slide 5: Transaction summary
Transaction summary ¢@ Agreement to acquire 100% of Talecris for a combination of cash and newly issued Grifols non-voting shares — $19.00 in cash plus 0.641 Grifols non-voting shares per Talecris share — Implied offer price of $26.16") per Talecris share, representing a premium of 53% to the averag
Slide 6: Transaction benefits
nsaction benefits Increased availability of Enhanced marketplace stability plasma therapies eoeeeeee eoeeeeee Increase in combined utilisation of fractionation capacity Combined protein purification capacity increase Capex rationalization Plasma procurement optimization Protein yield improvement Com
Slide 7: Expected timetable
Expected timetable H2 2010 - ¢@ Deal announcement ¢@ Filing HSR statements, merger proxy and F-4 with SEC ¢@ Filing folleto for non-voting shares with CNMV (Spain) @ Regulatory approval (assuming no 2™ request) @ Proxy submission to Talecris shareholders @ Talecris Shareholder vote to approve merger
Slide 8: 2. Strategic rationale
2. Strategic rationale
Slide 9: Plasma industry fundamentals
Plasma industry fundamentals ¢ Global plasma industry estimated to be US$12bn\") in 2009 Strong underlying ¢@ Some core markets still under diagnosed and under supplied plasma market @ Unmet need in emerging markets ¢ Continued R&D for use in new indications Long term demand drivers are in ¢@ Contin
Slide 10: Grifols at a glance
rifols at a glance Company overview Business overview @ Founded in 1940 in Barcelona, listed on the Spanish Stock Exchange since 2006. An IBEX 35 company @ Fully integrated business model: — Bioscience (c. 77%(")): plasma and its derivatives — Diagnostic (c. 11%): equipment, instrumentation and reag
Slide 11: Talecris at a glance
lecris at a glance One of the five largest players in the sector 2009 Revenues by product @ Established in 2005 through the acquisition of Bayer AIPEDVE ee wea BP's assets and the additional fractionation capacity and contract manufacturing services of PS Factor Vill 3% @ Premium products in key seg
Slide 12: Strategic rationale
Strategic rationale Talecris @ US market leader in IVIG 5% solution @ Well established IVIG 10% and A1PI brand @ Existing and available FDA licensed recognition in the United States manufacturing capacity @ Manufacturing capacity constraints for near to @ Extensive international sales, marketing and
Slide 13: Ranking by 2009 worldwide revenues
{$ million) 6,000 5,000 4,000 ranked vertically integrated plasma d 2009 worldwide revenues 5,573 3,000 2,000 1,000 612 a |_| a ABiotest Other' Note: Figures converted fo USD with an average 2009 USDME exchange rae of 1.3906 and average 2009 AUDIUSD exchange rte of 1.2368 (or FY end une 209). Source
Slide 14: Balanced and diversified product portfolio
alanced and divers d product portfolio 2009 revenue breakdown by geograp Talecris Rest of World 18% Rest of Rest of World Wor 8% 21% ewe EU 12% US 50% EU 28% canada 14% & Europe 47% Canada 8% 2009 revenue breakdown by product family Combined GRIFOLS Talecris Hospital 4% Other 1% Diagn. 4% Factor Ott
Slide 15: Grifols worldwide presence
rifols worldwide presence =z —O =z =z =z « = a= Switzerland ad \ Se) France | = ¥ Pers - = HEB orcs presence [El] ono manufac tatty
Slide 16: Talecris worldwide presence
Talecris worldwide presence Talecis presence ER] alerts manufacturing tacty
Slide 17: Enhanced presence and global footprint
Enhanced presence and global footprint = a Thailand : | | \ BE ovens Tacs rcenee [Mitac osono | Tastepreace Fl] cite mandacuing tty G] Tancs marcy ty »
Slide 18: Complementary R&D pipeline
Complementary R&D pipeline Grifols: R&D pipeline Talecris: R&D pipeline [[prcinical | piasci | ruascn | Pimcm | Ayroed _Amroed | uae | prmon | Piao! | eciatar @ Uses: Vascular and Soft Tissues surgery Albumin /1VIG @ Uses: Liver Cimthosis ¢ TA: Haematology 6 Usk : Haemorthages No Overla ~ @ Uses: .
Slide 19: Significant synergies expected
Signific synergies expected c. $230m cost synergies p.a. % of total cost synergies 100% BSUS 81) & Create more efficient plasma collection network 80% ¢@ Cross licensing of products and facilities Optimized . oe oo. manufacturing @ Utilize processes with highest production yield ay ¢ Immediate utili
Slide 20: Additional synergies
Additional synergies SS @ Optimize capex plan by Capex eliminating duplication c. $300m over 2010-2014 @ Optimize plasma utilization and efficiencies @ Optimize use and development Working capital of inventories $40-70m p.a. @ Transfer Grifols source plasma to Talecris @ Increased customer with acce
Slide 21: Integration planning
ntegration planni @ Application for cross manufacturing of intermediates of both companies submitted for FDA approval @ Conformance lots for validation purposes @ Grifols to provide technical support in order to optimize capex related to Talecris new fractionation and purification facilities Immedia
Slide 22: 3. Transaction impact
3. Transaction impact
Slide 23: Proforma impact
Proforma impact son Son oO 30 28 AO Transaction ! 25 08 Impact)! 20 15 0s 15 13 oa 10 oot + 00 . Ta(ecris Proforma Talecris® —— roforma® @ Balanced business profile @ Synergies of approximately $230m p.a. Realised progressively over 2-4 years from closing ¢@ Immediate EPS accretion, growing to over
Slide 24: Transaction financing
Transaction financin ¢ Cash portion of the consideration ($2.5bn), together with backstop of existing debt of Grifols and Talecris (if required) financed through — Cash at hand — Committed 5/6 year term loan facilities arranged by Deutsche Bank, Nomura, BBVA, BNP Paribas, HSBC and Morgan Stanley — C
Slide 25: Grifols non-voting shares to be issued
rifols non-voting shares to be issued Offer consideration Key considerations @ Stock portion of the consideration to be paid in the form of newly issued Grifols non-voting shares — 0.641 Grifols non-voting shares for each Talecris share — Represents an aggregate of approximately 84 million newly iss
Slide 26: 4. Conclusions
4. Conclusions
Slide 27: Conclusions
Conclusions é Clear strategic rationale @ Significant run-rate synergy potential of c.$230 million per annum é Immediate EPS accretion, becoming over 30% by year two ¢ Opportunity for Talecris shareholders to realise value and share the upside from the combined group ¢@ Committed medium-term acquisi
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