 November 17, 2014
Creating the Most Dynamic Company in “Growth Pharma”
Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
Deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: Actavis plc
Subject Company: Allergan, Inc.
Commission File Number: 001-10269
Date: November 17, 2014 |
 Actavis Cautionary
Statement Regarding Forward-Looking Statements
2
Statements contained in this communication that refer to Actavis’ estimated or anticipated
future results, including estimated synergies, or other non- historical facts are
forward-looking statements that reflect Actavis’ current perspective of existing trends and information as of the date of this
communication. Forward looking statements generally will be accompanied by words such as
anticipate, believe, plan, could, should, estimate, expect, forecast, outlook, guidance,
intend, may, might, will, possible, potential, predict, project, or other similar words, phrases or expressions. Such forward-
looking statements include, but are not limited to, statements about the benefits of the Allergan
acquisition, including future financial and operating results, Actavis’ or Allergan’s
plans, objectives, expectations and intentions and the expected timing of completion of the transaction. It is important to note that
Actavis’ goals and expectations are not predictions of actual performance. Actual results may
differ materially from Actavis’ current expectations depending upon a number of factors
affecting Actavis’ business, Allergan’s business and risks associated with acquisition transactions. These factors include, among
others, the inherent uncertainty associated with financial projections; restructuring in connection
with, and successful closing of, the Allergan acquisition; subsequent integration of the
Allergan acquisition and the ability to recognize the anticipated synergies and benefits of the Allergan acquisition; the ability to
obtain required regulatory approvals for the transaction (including the approval of antitrust
authorities necessary to complete the acquisition), the timing of obtaining such approvals and
the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or
the expected benefits of the transaction; the ability to obtain the requisite Allergan and Actavis
shareholder approvals; the risk that a condition to closing of the Allergan acquisition may not
be satisfied on a timely basis or at all; the failure of the proposed transaction to close for any other reason; risks relating to
the value of the Actavis shares to be issued in the transaction; the anticipated size of the markets
and continued demand for Actavis’ and Allergan’s products; the impact of competitive
products and pricing; access to available financing (including financing for the acquisition or refinancing of debt) on a
timely basis and on reasonable terms; the risks of fluctuations in foreign currency exchange rates;
the risks and uncertainties normally incident to the pharmaceutical industry, including product
liability claims and the availability of product liability insurance on reasonable terms; the difficulty of predicting the
timing or outcome of pending or future litigation or government investigations; periodic dependence on
a small number of products for a material source of net revenue or income; variability of trade
buying patterns; changes in generally accepted accounting principles; risks that the carrying values of assets may
be negatively impacted by future events and circumstances; the timing and success of product launches;
the difficulty of predicting the timing or outcome of product development efforts and
regulatory agency approvals or actions, if any; market acceptance of and continued demand for Actavis’ and Allergan’s
products; costs and efforts to defend or enforce intellectual property rights; difficulties or delays
in manufacturing; the availability and pricing of third party sourced products and materials;
successful compliance with governmental regulations applicable to Actavis’ and Allergan’s facilities, products and/or
businesses; changes in the laws and regulations affecting, among other things, pricing and
reimbursement of pharmaceutical products; changes in tax laws or interpretations that could
increase Actavis’ consolidated tax liabilities; the loss of key senior management or scientific staff; and such other risks and
uncertainties detailed in Actavis’ periodic public filings with the Securities and Exchange
Commission, including but not limited to Actavis Annual Report on Form 10-K for the
year ended December 31, 2013, Current Report on Form 8-K filed on May 20, 2014, in Warner Chilcott Limited’s Registration Statement
on Form S-4 effective as of October 16, 2014, and from time to time in Actavis' other investor
communications. Except as expressly required by law, Actavis disclaims any intent or
obligation to update or revise these forward-looking statements.
|
 Important Information for
Investors and Shareholders This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration
or
qualification
under
the
securities
laws
of
any
such
jurisdiction.
In
connection
with
the
proposed
merger
between
Actavis
and
Allergan, Actavis will file with the Securities and Exchange Commission (the SEC ) a registration
statement on Form S-4 that will include a joint proxy statement of Actavis and Allergan
that also constitutes a prospectus of Actavis. The definitive joint proxy statement/prospectus
will be delivered to shareholders of Actavis and Allergan. INVESTORS AND SECURITY HOLDERS OF ACTAVIS
AND ALLERGAN ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will
be able to obtain free copies of the registration statement and the definitive joint proxy
statement/prospectus (when available) and other documents filed with the SEC by Actavis and Allergan through the website
maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Actavis
will be available free of charge on Actavis
internet
website
at
www.Actavis.com
or
by
contacting
Actavis’
Investor
Relations
Department
at
(862)
261-7488.
Copies
of
the
documents filed with the SEC by Allergan will be available free of charge on Allergan s internet
website at www.Allergan.com or by contacting Allergan’s Investor Relations Department at
(714) 246-4766. Participants in the Merger Solicitation
Actavis, Allergan, their respective directors and certain of their executive officers and employees
may be considered participants in the solicitation of proxies in connection with the proposed
transaction. Information regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the Actavis and Allergan shareholders in connection with the proposed merger will be set forth in
the joint proxy statement/prospectus when it is filed with the SEC. Information about the directors
and executive officers of Allergan is set forth in its proxy statement for its 2014 annual
meeting of stockholders, which was filed with the SEC on March 26, 2014 and certain of its
Current Reports on Form 8-K. Information about the directors and executive officers of Actavis is
set forth in Actavis, Inc.’s proxy statement for its 2014 annual meeting of stockholders,
which was filed with the SEC on March 28, 2014 and certain of Actavis Inc.’s and Actavis’
Current Reports on Form 8-K. Additional information regarding the participants in the proxy
solicitations and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy statement/prospectus filed with the above-referenced
registration statement on Form S-4 and other relevant materials to be filed with the SEC when they
become available. 3 |
 An Exceptional
Transaction •
Creates a New Top 10 Global Growth Pharmaceutical
Company
-
$23B of pro forma revenue in 2015
•
$66B cash and stock deal at $219 per share
-
$129.22 in cash plus 0.3683 Actavis shares for each share of Allergan common
stock (59% cash)
•
Unanimously approved by both Boards; strongly supported
by both management teams
•
Industry-leading combined management team led by Brent
Saunders, CEO and President and Paul Bisaro, Executive
Chairman
4 |
 Establishing A New Industry
Dynamic Big BioPharma
Spec Pharma
Generics
Source: FactSet and equity research as of 11/14/14
5
Enterprise Value ($bn)
Note: New Actavis enterprise value based on current Actavis plus Allergan at transaction value of
$66bn |
 Growth BioPharma
Establishing
Growth Pharma:
2015 –
2018 Revenue CAGR
Source: FactSet and equity research as of 11/14/14
9
21x
11
19x
23
32x
16
18x
6
22x
16
15x
23
18x
52
10x
21
17x
56
16x
44
14x
21
21x
10
13x
39
15x
17
13x
41
17x
15
30x
48
14x
25
2015 Rev ($bn)
2015E P/E
29
20
17x
11x
10%
6
10% branded
business CAGR
Driven By Commitment to R&D
Big BioPharma
Spec Pharma
Generics |
 Sustainable,
Double-Digit Growth Expected •
Organic Rx/Gx revenue growth at a CAGR of at least 10%
for foreseeable future
•
Double-digit accretion in first 12 months
•
2016 Free Cash Flow $8+ Billion and accelerating
•
Substantial Synergies and Savings of more than $1.8 Billion
without sacrificing future growth
–
Majority realized in first 12 months
–
Includes ~$450 Million financial synergies
–
Excludes revenue and manufacturing synergies
–
Excludes Allergan’s Project Endurance
•
Commitment to ~$1.7 Billion of R&D investment
7 |
 Highly Diversified
Combined Product Revenues 8
2014 pro forma |
 $15 Billion Global Brand
Portfolio 6 Blockbuster Franchises & Strong Anti-Infectives/Established Brands
Franchises Women’s Health
& Urology
Ophthalmology
CNS
Cardiovascular &
Respiratory
GI &
Cystic Fibrosis
Dermatology &
Aesthetics
~$3 Billion+
~$3 Billion+
~$3 Billion+
$1 Billion+
$1 Billion+
$1 Billion+
Anti-infectives &
Est. Brands
9 |
 Unparalleled Commercial
Reach •
Presence in 100 Countries
with Greater Market and
Product Reach
–
A leader in growing
markets including Europe,
Southeast Asia, China, India
and Latin America
•
World-class commercial sales and marketing organization
competing across multiple market segments
–
Brands, generics, branded-generics, OTC
10 |
 •
BOTOX CFL Asia
•
BOTOX Forehead Lines
•
BOTOX Spasticity Adult LL, Adult UL, Ped LL,
Ped UL
•
RESTASIS
®
EU
•
Bimatoprost SR
•
DARPin
®
AMD
•
“SEMPRANA
®
”
Headache
•
LATISSE
®
Brow
•
Oxymetazoline Rosacea
•
ACZONE®
X
•
SER-120
•
OZURDEX
®
RVO
China
•
LASTACAFT
®
Japan
•
Bystolic + valsartan
•
Namenda + donepezil
•
Lilleta
•
CAZ-AVI
•
Viibryd Low-
Dose
•
Eluxadoline
•
Cariprazine
•
Esmya
•
Sarecylcline
Industry-leading Generics Pipeline
•
60+ First to Files, 228 pending ANDAs
•
1,200+ Pending MAAs Internationally
Actavis Brands
Allergan
~$1.7 Billion Commitment to R&D
Strong Late Stage Pipeline
11
Actavis Generics |
 Allergan Overview
12 |
 •
Multi-specialty health care company
•
Focused on developing and
commercializing pharmaceuticals,
biologics, medical devices and over-
the-counter products
•
Presence in ~100 countries
•
Key therapeutic areas include:
ophthalmic, neurological, aesthetics,
medical dermatology/plastic surgery,
urology
•
~11,500 employees
Allergan: Company Overview
Sales by geography-
2013
Sales by product-
2013
13 |
 Long-Term Focus and
Investment Allergan Has Built Global Leading Brands
2014 Full Year
Allergan Guidance
Q2 2014 Allergan
$
Market
Share
1
Allergan Brands
Eye Care
Neuromodulators
Dermal Facial
Fillers
Breast Aesthetics
~$3.3B
23%
2
Q2 2014 Allergan
Market
Position
1
#2
~$2.2B
76%
#1
~$0.7B
48%
#1
~$0.4B
41%
#1
1
Mixture of public information (earnings releases, earnings calls, 10K’s, 10Q’s), AGN
internal data, syndicated marketing research reports, analyst reports, GuidePoint Global.
2
Excluding Retina
14 |
 Allergan Operates in
Large, Growing Therapeutic Categories Built & Developed by Strategic Investment
15
WW Ophthalmic
Therapeutic Category($B)
WW Neuromodulator
Therapeutic Category ($B)
WW Aesthetics
Therapeutic Category ($B) |
 In the Next Five Years,
Allergan Expects Multiple Major Product Growth Drivers
•
BOTOX
®
Therapeutic
•
BOTOX
®
Cosmetic
•
RESTASIS
®
•
JUVÉDERM
®
/
VYCROSS
®
Franchise
•
OPTIVE
®
•
OZURDEX
®
•
Bimatoprost Sustained Release (Glaucoma)*
•
SEMPRANA
®*
•
DARPin
®
AMD
*
(Approval expected at the end of the planning period)
Limited regulatory approval risk during 5 year planning period
* Indications/compounds under investigation
16 |
 Summary
17 |
 Financing Strategy and
Expected Capital Structure at Close •
Bridge
financing
provided
by
J.P.
Morgan,
Mizuho
and
Wells
Fargo
to
support
the
total transaction value
•
Permanent
financing
expected
to
consist
of
a
combination
of
cash
on
hand,
new
debt, and new equity and equity-linked securities
–
~$27.5bn of new debt issued (~$45bn total debt at closing)
–
~$28bn of new equity issued to Allergan shareholders
–
~$9bn of new equity and mandatory convertible preferred to be issued to the
market (100% equity credit)
–
~420mm fully diluted shares for the 12 month period post-closing
–
~15% effective tax rate post-closing
–
Upsized existing revolver to $1bn (undrawn at closing)
•
Strong cash flow generation to be applied to de-levering the balance sheet
–
<3.5x leverage expected 12 months post-closing
•
Expect to maintain investment grade ratings from all rating agencies
18 |
 The
Combination… Exceptional Names, Exceptional
Management
•
Will capitalize on Allergan global brand and consumer awareness
•
Brent Saunders, CEO and President
•
Paul Bisaro, Executive Chairman
•
Combined management team will reflect strong talent from both
companies
•
Allergan will be invited to have two members join Actavis Board of
Directors
19 |
 Combined Proven Track
Record of Integration Success 20
Rejuvenate
Timing
Synergies/Costs
Faster
Overachieved
Faster
Overachieved
Faster
Overachieved
Faster
Overachieved
Faster
Overachieved |
 Next Steps
•
Successful completion of transaction requires:
–
Approval by shareholders of both companies
–
Regulatory reviews and approvals including Hart-Scott-
Rodino review
–
Anticipated close in Q2 2015
•
Management teams from both companies to immediately
begin pre-integration planning to maximize potential at close
•
Both companies will continue to execute on delivering strong
business results
21 |
 The Most Dynamic Company
in “Growth Pharma” An Exceptional Company by the Numbers
Double-
Digit %
Accretion
10+%
Revenue
Growth
Target
>30,000
Employees
$8B
Free Cash
Flow in 2016
~$23B
Global
Revenue
~$1.7B
R&D Spend
~$147B
Enterprise
Value
22
2017
Aspiration
$25 EPS |
 |