Valeant Pharmaceuticals International Inc
Valeant Pharmaceuticals International — Merger or Acquisition (June 2010)
22 slides from Valeant Pharmaceuticals International's merger presentation, Jun 21, 2010
Slide 1: Valeant & Biovail Merger Investor Presentation
June 21, 2010 Filed by Biovail Corporation 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: Valeant Pharmaceuticals International Commission File No.: 001-11397 Valeant & Biovail Merger Investor
Slide 2: Forward-looking Statements
Forward-looking Statements Caution Regarding Forward-Looking Information and “Safe Harbor” Statement To the extent any statements made in this document contain information that is not historical, these statements are forward-looking statements within the meaning of Section 27A of the Securities Act
Slide 3: Presenting Today
Presenting Today • Bill Wells Biovail Chief Executive Officer • Mike Pearson Valeant Chairman and Chief Executive Officer
Slide 4: Overview
Overview • Transaction Overview • Combined Company Profile • Operating Philosophy • Integration Approach & Synergies • Roadmap to Completion • Q&A
Slide 5: Transaction Overview
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Slide 6: Strategic Benefits and Financial Benefits
Strategic Benefits Financial Benefits • Specialty pharmaceutical company focused on growth & cash flow generation • Diversified by product line, therapeutic area and geography • Scale, financial strength and complementary product lines accelerate growth opportunities • Four focused growth platforms:
Slide 7: Terms
Terms • Valeant stockholders receive one-time special cash dividend of $16.77 per share prior to close and 1.7809 shares of Biovail common stock • Intended to qualify as tax-free reorganization for Valeant stockholders • Biovail stockholders receive 15% premium based on calculation of stock prices o
Slide 8: Advantageous Corporate Structure
Enhanced Financial Performance Biovail’s Corporate Structure Advantageous Corporate Structure
Slide 9: Liquidity
Liquidity • Strong and growing anticipated operating cash flow allows for rapid deleveraging, while also providing for future growth • Debt/total capitalization less than 40% • Available liquidity in excess of $500 million (includes $250 million revolving credit facility)
Slide 10: Combined Company Profile
Combined Company Profile
Slide 11: The New Valeant Business Profile
On a trailing 12-month basis, 3/31/10 Specialty CNS : ~$275 Million (~16%) Canada: ~$160 Million (~9%) Emerging Markets / Branded Generics: ~$350 Million (~20%) Legacy/Other: ~$600 Million (~34%) Dermatology: ~$375 Million (~22%) The New Valeant Business Profile
Slide 12: Operating Philosophy
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Slide 13: New Valeant Operating Philosophy
• Avoid discovery • Litmus test all development efforts through partnering • Low cost, low risk programs - singles and doubles, not home runs • Not overly dependent on any one product or geography • Manage our risk - avoid gambling on NCEs • Acquiring under managed companies with marketed products h
Slide 14: New Valeant Operating Philosophy
• Broad indications in high profile therapeutics areas - cardiovascular, oncology, neurology, vaccines • Countries - US, Western Europe, Japan, China • Primary care, building new diseases, blockbuster categories • Big pharma overpays for scarce “strategic” assets • Ultimate scorecard is shareholder
Slide 15: New Valeant Operating Philosophy
• Reinforces accountability - both in and beyond unit • New ideas, new energy • It is usually inevitable anyways and better for all parties in the end • Clear accountabilities, clear strategy • Clear performance metrics • No excuses culture • Positional power if not accompanied by open-mindedness, s
Slide 16: Integration Approach & Synergies
Integration Approach & Synergies
Slide 17: Successful Integration Track Record
• Aton Pharma • Blaufarma • Bunker • Coria Labs • Delta • DermaTech • Dow Pharmaceutical Sciences • EMO-FARM • Private Formula International • Laboratoire Dr. Renaud • Prestwick Pharmaceuticals • Refissa • Tecnofarma • Tetrabenazine • Ultravate • Vital Science • Wellbutrin XL Successful Integration
Slide 18: Synergies Overview
Synergies Overview • $175 million in annual cost synergies fully captured by second year • Specific opportunities already jointly identified • Further upside opportunities through advantageous Biovail corporate structure
Slide 19: Roadmap to Completion
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Slide 20: Next Steps
Next Steps • Subject to customary closing conditions and regulatory approvals including: • Valeant and Biovail stockholder approval • Anti-trust and competition law approvals • Expected to close before end of 2010
Slide 21: Strategic Benefits and Financial Benefits
Strategic Benefits Financial Benefits • Specialty pharmaceutical company focused on growth & cash flow generation • Diversified by product line, therapeutic area and geography • Scale, financial strength and complementary product lines accelerate growth opportunities • Four focused growth platforms:
Slide 22: Valeant & Biovail Merger
June 21, 2010 Valeant & Biovail Merger Investor Presentation New Platform for Growth Strong and Stable Cash Flow
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