Pershing Square Activist Presentation Deck
The Offer is Compelling Even When Valued at Valeant's
Current Share Price: The "Look-Through" Value of the Deal
Pharmaceutical M&A transactions over $15 billion in last 10 years (ranked by upfront premium paid)
Acquiror
AstraZeneca
VALEANT
sonori aventis
(T)
3
abbvie
MERCK
Target
Medimmune
ALLERGAN
I genzyme
I
I Shire
opinghough
SCHERING
Pfizer I Wyeth
IN
Actavis
Source Company Nings and FactSet as of 7/14/14
Note
Date
Announced
4/23/07
4/21/14
2/16/11
6/20/14
3/9/09
3/23/06
1/25/09
2/18/14
Mean
Median
Transaction Value
(S in billions)
Upfront / Total
Mean and median values do not include proposed Alergan/Valent transaction
Roche/Genetech and Novarts/Alcon transactions excluded because they were
mub-stage acquisitions
Total includes upfront and contingent payments at face value
impled EV based on total transaction value including contingent payments
AstraZeneca Medimmune unaffected date of 4/12/07
$16
$53 + CVR
$20 / $24
$35
$25
$41
$20
$68
$25
$36
$25
31
Form of
Consideration
Cash
Cash/ Stock
Cash
Cash & Stock
Cash & Stock
Cash
Cash & Stock
Cash & Stock
B
(10)
Premium to
Unaffected Price
Upfront / Total
54%
48% + CVR
48% / 76 %
38%
34%
34%
33%
27%
42%
34%
Implied EVI
LTM Revenue
Upfront / Total
11.3x
7.9x + CVR
4.8x / 5.8x
6.0x
4.8x
10.9x
2.5x
2.9x
28x
6.5x
6.1x
5.8x
Valeant/Allergan unaffected date of 4/10/14
Sanch-Avents/Genzyme unaffected date of 7/10
Implied EV /
LTM EBITDA
Upfront / Total
NM
22.8x + CVR
17.9x / 21.4x
18.1x
15.0x
25.9x
10.3x
12.2x
8.2x
34.30
18.7x
16.8x
Based on most recent offer on 7/14/14
Schering financials converted using 3/23/00 exchange rate of 1.198 USD/EUR
Bayer Schering unaffected date of 3/13/08
Pfizer/Wyeth unaffected date of 1/2209
Forest Laboratories LTM revenue and EBITDA pro forma for Agtas acquistonView entire presentation