Pershing Square Activist Presentation Deck
Valeant and Philidor Rx: Corporate Timeline
Dec 2012: VRX
acquires Medicis
Pharmaceutical Corp.
2012
|
N
Legend
Jan 2, 2013: Philidor Rx Services LLC is created in
Delaware;(¹) Andy Davenport is believed to be the
majority shareholder. (2) A common thread amongst
owners appears to be a relationship to BQ6 Media
Group- a pharmaceutical consultancy which lists VRX
as a client (amongst many others)
2013
March 2012: Medicis launches
their "Alternate Fulfillment
Program" (prior to the acquisition
of Medicis by Valeant). The pilot is
focused on Solodyn and Ziana in
select states. Some current
Philidor employees previously
consulted for Medicis
Jan 2013: VRX signs
a services agreement
with Philidor
2014
Q4'2014: Philidor's business
is growing rapidly; VRX
recognizes the strategic
nature of the Philidor
commercial arrangement
Dec YTD 2014: Philidor
contributes $111mm
(~1%) to VRX's total sales
Late 2013: Based on the success of the pilot
program, Valeant expands its relationship with
Philidor to include additional products and more
states. Valeant frequently discusses it's
"alternative fulfillment" program in dermatology
but never explicitly mentions Philidor
2015
2015 YTD: VRX's specialty
pharmacy channel comprises 7.2%
of VRX's sales; Philidor is 5.9%
Dec 2014: VRX pays $100mm (incl. additional earn-outs of
up to $133mm) for the right to acquire Philidor for $0 (incl.
certain governance rights). Philidor remains a separate
limited liability entity. KGA Fulfillment Services - a wholly-
owned subsidiary of VRX - owns the option to acquire
Philidor. Hogan Lovells advised VRX on the structure and
Philidor diligence
Valeant
Philidor Rx Services
Isolani LLC
R&O/ Russell Reitz
Other
Source: Valeant public disclosure, Medicis public disclosure, various California state court proceedings between Isolani LLC, R&O Pharmacy, Russell Reitz and Valeant.
(1): State of Delaware, Division of Corporations. File #: 5268955. (https://icis.corp.delaware.gov/Ecorp/EntitySearch/Name Search.aspx)
(2): Based on a June 18, 2013 license application with the Pennsylvania State Board of Pharmacy. Other owners are believed to be: Matthew Davenport, David Wing, Edward
John Carne III, Gregory Blaszczynski, End Game Partnership LP, David Cowen, Elizabeth Kardos, Nick (Nicholas) Spuhler, David Ostrow, Jeffrey Gottesman, Gina Milner, Fabien
Forrester-Charles, Francis Jennings, Michael Ostrow, Paula and Timothy Schuler and Gretchen Sprigg Wisehart.
2014 10-K: Valeant determines Philidor is a variable interest
entity ("VIE") and begins consolidating Philidor's and its
pharmacy network for accounting purposes
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