 Filed by
Mylan N.V.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rules 14a-6 and
14d-2(b) of the Securities Exchange Act of 1934
Subject Company: Perrigo Company plc Commission File No. 001-36353 Mylan & Perrigo: Creating Significant & Sustained Value for Mylan Shareholders Transforming the Industry August 2015 |
 Legal
Matters 2
IRISH LAW RESTRICTIONS ON CERTAIN INFORMATION Mylan N.V.’s (“Mylan”) offer for Perrigo Company plc (“Perrigo”) is governed by the Irish Takeover Panel Act, 1997,
Takeover Rules 2013 (the “Irish Takeover Rules”). Under the
Irish Takeover Rules, Mylan management is prohibited from discussing any material
information or significant new opinions which have not been publicly announced. Any person interested in shares of Mylan or Perrigo is encouraged to consult their professional advisers.
FORWARD-LOOKING STATEMENTS This communication contains “forward-looking statements.” Such forward-looking statements may include, without limitation,
statements about the proposed acquisition of Perrigo by Mylan (the
“Perrigo Proposal”), Mylan’s acquisition (the “EPD Transaction”) of Mylan Inc. and Abbott Laboratories’ non-U.S. developed markets specialty and branded generics
business (the “EPD Business”), the benefits and synergies of the Perrigo
Proposal or EPD Transaction, future opportunities for Mylan, Perrigo, or the combined company and products, and any other statements regarding Mylan’s, Perrigo’s, or the combined company’s future operations, anticipated business
levels, future earnings, planned activities, anticipated growth, market
opportunities, strategies, competition, and other expectations and targets for future periods. These may often be identified by the use of words such as “will,” “may,” “could,” “should,” “would,” “project,” “believe,”
“anticipate,” “expect,” “plan,” “estimate,” “forecast,” “potential,” “intend,” “continue,” “target” and variations of these words
or comparable words. Because forward-looking statements inherently involve risks
and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: uncertainties
related to the Perrigo Proposal, including as to the timing of the offer
and compulsory acquisition, whether Perrigo will cooperate with Mylan and whether Mylan will be able to consummate the offer and compulsory acquisition, whether Mylan shareholders will provide the requisite approvals for the Perrigo Proposal, the possibility that competing offers will
be made, the possibility that the conditions to the consummation of the
offer will not be satisfied, and the possibility that Mylan will be unable to obtain regulatory approvals for the offer and compulsory acquisition or be required, as a condition to obtaining regulatory approvals, to accept conditions that could reduce the anticipated benefits of the offer
and compulsory acquisition; the ability to meet expectations regarding
the accounting and tax treatments of a transaction relating to the Perrigo Proposal and the EPD Transaction; changes in relevant tax and other laws, including but not limited to changes in healthcare and pharmaceutical laws and regulations in the U.S. and abroad; the integration of Perrigo and
the EPD Business being more difficult, time-consuming, or costly than
expected; operating costs, customer loss, and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients, or suppliers) being greater than expected following the Perrigo Proposal and the EPD Transaction; the retention of
certain key employees of Perrigo and the EPD Business being difficult;
the possibility that Mylan may be unable to achieve expected synergies and operating efficiencies in connection with the Perrigo Proposal and the EPD Transaction within the expected time-frames or at all and to successfully integrate Perrigo and the EPD Business;
expected or targeted future financial and operating performance and
results; the capacity to bring new products to market, including but not limited to where Mylan uses its business judgment and decides to manufacture, market, and/or sell products, directly or through third parties, notwithstanding the fact that allegations of patent infringement(s) have not
been finally resolved by the courts (i.e., an “at-risk
launch”); any regulatory, legal, or other impediments to our ability to bring new products to market; success of clinical trials and our ability to execute on new product opportunities; the scope, timing, and outcome of any ongoing legal proceedings and the impact of any such proceedings on financial condition,
results of operations, and/or cash flows; the ability to protect
intellectual property and preserve intellectual property rights; the effect of any changes in customer and supplier relationships and customer purchasing patterns; the ability to attract and retain key personnel; changes in third-party relationships; the impact of competition; changes in the
economic and financial conditions of the businesses of Mylan, Perrigo, or
the combined company; the inherent challenges, risks, and costs in identifying, acquiring, and integrating complementary or strategic acquisitions of other companies, products, or assets and in achieving anticipated synergies; uncertainties and matters beyond the control of management; and
inherent uncertainties involved in the estimates and judgments used in
the preparation of financial statements, and the providing of estimates of financial measures, in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and related standards or on an adjusted basis. For more detailed
information on the risks and uncertainties associated with Mylan’s
business activities, see the risks described in Mylan’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015 and our other filings with the Securities and Exchange Commission (“SEC”). These risks, as well as other risks associated with Mylan, Perrigo,
and the combined company are also more fully discussed in the
Registration Statement on Form S-4 (that includes an offer to exchange/prospectus) that Mylan filed with the SEC on May 5, 2015 (which Registration Statement was amended on June 19, 2015, July 16, 2015, and August 6, 2015 and has not yet been declared effective, the “Registration
Statement”) and the definitive proxy statement on Schedule 14A that
Mylan filed with the SEC on July 28, 2015 (the “Proxy Statement”) in connection with the Perrigo Proposal. You can access Mylan’s filings with the SEC through the SEC website at www.sec.gov, and Mylan strongly encourages you to do so. Except as required by applicable law, Mylan undertakes no
obligation to update any statements herein for revisions or changes after
the date of this communication. |
 Legal
Matters 3
RESPONSIBILITY STATEMENT The directors of Mylan accept responsibility for the information contained in this
communication, save that the only responsibility accepted by the directors of Mylan in respect of the information in this communication relating to Perrigo, Perrigo’s subsidiaries and subsidiary undertakings, the Perrigo board of
directors and the persons connected with them, which has been compiled
from published sources, has been to ensure that such information has been correctly and fairly reproduced or presented (and no steps have been taken by the directors of Mylan to verify this information). To the best of the knowledge and belief of the directors of Mylan (who have
taken all reasonable care to ensure that such is the case) the
information contained in this communication is in accordance with the facts and does not omit anything likely to affect the import of such information. DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly) in,
1% or more of any class of ‘relevant securities’ of Perrigo or
Mylan, all ‘dealings’ in any ‘relevant securities’ of Perrigo or Mylan (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant
securities’) must be publicly disclosed by not later than 3:30 pm (New York time)
on the ‘business’ day following the date of the relevant transaction. This requirement will continue until the date on which the ‘offer period’ ends. If two or more persons co-operate on the basis of any agreement, either
express or tacit, either oral or written, to acquire an
‘interest’ in ‘relevant securities’ of Perrigo or Mylan, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. Under the provisions of Rule 8.1 of the Irish Takeover Rules, all ‘dealings’ in ‘relevant securities’ of Perrigo by Mylan or
‘relevant securities’ of Mylan by Perrigo, or by any party
acting in concert with either of them, must also be disclosed by no later than 12 noon
(New York time) on the ‘business’ day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed, can be
found on the Irish Takeover Panel’s website at
www.irishtakeoverpanel.ie.
Interests in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an
‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panel’s website. If you are
in any doubt as to whether or not you are required to disclose a dealing
under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289. ADDITIONAL INFORMATION
In connection with the Perrigo Proposal, Mylan has filed certain materials with the SEC (and anticipates filing further materials), including,
among other materials, the Registration Statement and the Proxy
Statement. In connection with the Perrigo Proposal, Mylan currently intends to file with the SEC a Tender Offer Statement on Schedule TO and certain other materials. This communication is not intended to be, and is not, a substitute for such filings or for any other document
that Mylan may file with the SEC in connection with the Perrigo Proposal.
INVESTORS AND SECURITYHOLDERS OF MYLAN AND PERRIGO ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY (IF AND WHEN THEY BECOME AVAILABLE) BEFORE MAKING AN INVESTMENT DECISION BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT MYLAN, PERRIGO AND THE PERRIGO PROPOSAL. Such
documents will be available free of charge through the website maintained
by the SEC at www.sec.gov or by directing a request to Mylan at 724-514-1813 or investor.relations@mylan.com. Any materials filed by Mylan with the SEC that are required to be mailed to shareholders of Perrigo and/or Mylan will also be mailed to such shareholders. Mylan first began mailing the Proxy
Statement to its shareholders on or about July 31, 2015. This
communication has been prepared in accordance with U.S. securities law, Irish law, and the Irish Takeover Rules. A copy of this communication will be available free of charge at the following website: perrigotransaction.mylan.com. Such website is
neither endorsed, nor sponsored, nor affiliated with Perrigo or any of
its affiliates. PERRIGO® is a registered trademark of L. Perrigo Company. |
 Legal
Matters 4
PARTICIPANTS IN SOLICITATION This communication is not a solicitation of a proxy from any investor or shareholder.
However, Mylan and certain of its directors, executive officers, and other members of its management and employees may be deemed to be participants in the solicitation of proxies in connection with the Perrigo Proposal under the rules
of the SEC. Information regarding Mylan’s directors and executive
officers may be found in Mylan Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which was filed with the SEC on March 2, 2015, amended on April 30, 2015, and updated by Mylan’s Current Report on Form 8-K filed on June 11, 2015, as well as in
the Registration Statement and the Proxy Statement. These documents
can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants, which may, in some cases, be different than those of Mylan’s shareholders generally, will also be included in the materials that Mylan intends to
file with the SEC when they become available.
NON-SOLICITATION
This communication is not intended to, and does not, constitute or form part of (1) any offer or invitation to purchase or otherwise acquire,
subscribe for, tender, exchange, sell or otherwise dispose of any
securities, (2) the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, sell, or otherwise dispose of any securities, or (3) the solicitation of any vote or approval in any jurisdiction pursuant to this communication or otherwise, nor will there be any acquisition or
disposition of the securities referred to in this communication in any
jurisdiction in contravention of applicable law or regulation. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. FURTHER INFORMATION
The distribution of this communication in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly,
copies of this communication are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into, or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and
observe, any applicable restrictions or requirements. Any failure to do
so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Mylan disclaims any responsibility or liability for the violations of any such restrictions by any person.
NON-GAAP FINANCIAL MEASURES
This communication includes the presentation and discussion of certain financial information that differs from what is reported under GAAP.
Mylan’s non-GAAP financial measures, including, but not limited
to, adjusted diluted earnings per share (“EPS”), adjusted revenue and adjusted EBITDA margin, are presented in order to supplement investors' and other readers' understanding and assessment of Mylan's financial performance. Mylan has also presented certain non-GAAP financial measures for
Perrigo, including, but not limited to, adjusted diluted EPS, adjusted
revenue and adjusted EBITDA margin, which have been taken from published sources. Management uses non-GAAP financial measures internally for forecasting, budgeting and measuring its operating performance. In addition, primarily due to acquisitions, Mylan believes that an evaluation
of its ongoing operations (and comparisons of its current operations with
historical and future operations) would be difficult if the disclosure of its financial results were limited to financial measures prepared only in accordance with GAAP. Also, set forth in this presentation, Mylan has provided reconciliations of such non-GAAP financial measures to the
most directly comparable GAAP financial measures (which in the case of
Perrigo’s reconcilations, have been taken from published sources). EBITDA margin is presented for the purposes of consistency in presentation with adjusted diluted EPS. Investors and other readers are encouraged to review the related GAAP financial measures and the
reconciliations of the non-GAAP measures to their most directly
comparable GAAP measures, and investors and other readers should consider non-GAAP measures only as supplements to, not as substitutes for or as superior measures to, the measures of financial performance prepared in accordance with GAAP.
|
 Legal
Matters 5
TRADEMARK DISCLAIMER All trademarks, trade names, product names, graphics and logos of Mylan or any of its
affiliates contained herein are trademarks, registered trademarks or trade dress of Mylan or such affiliate in the United States and/or other countries. Endo is a registered trademark of Endo Pharmaceuticals, Inc. Auxilium is a registered
trademark of Auxilium US Holdings. Valeant is a registered trademark of
Valeant Pharmaceuticals International. Medicis is a registered trademark of Medicis Pharmaceutical Corporation. Biovail is a registered trademark of Biovail Corporation. Actavis is a registered trademark of Actavis, Inc. Warner Chilcott is a registered trademark of Warner Chilcott
Company, LLC. Forest Labs is a registered trademark of Forest
Laboratories, Inc. Teva is a registered trademark of Teva Pharmacetuicals Industries Ltd. Allergan is a registered trademark of Allergan, Inc. Par is a registered trademark of Par Pharmaceutical Companies, Inc. Apotex is a registered trademark of Apotex Technologies, Inc. Sun Pharma is a
registered trademark of Sun Pharmaceutical Industries Limited. Sandoz is
a registered trademark of Novartis AG. Targretin is a registered trademark of Valeant Pharmaceuticals International. Advair is a registered trademark of Glaxo Group Limited. Seretide is a trademark of Glaxo Group Limited. Flixotide is a trademark of Glaxo Group Limited.
Copaxone is a registered trademark of Teva Pharmacetuicals Industries
Ltd. Lantus is a registered trademark of Sanofi-Aventis Deutschland GMBH. Herceptin is a registered trademark of Genentech, Inc. Neulasta is a registered trademark of Amgen Inc. Tysabri is a registered trademark of Biogen MA Inc. AmerisourceBergen is a registered trademark of
Amerisource Heritage Corporation. CardinalHealth is a registered
trademark of Carndinal Health Technologies, LLC. Celesio is a registered trademark of Celesio AG. McKesson is a registered trademark of McKesson Corporation. Nadro is a trademark of Nadro, S.A.P.I. de C.V. Phoenix Pharma is a trademark of Phoenix Pharma, société par
actions simplifiée. World Courier is a registered trademark of World
Courier Management, Inc. Boots is a registered trademark of Boots plc. Caremark is a registered trademark of CVS Pharmacy, Inc. CVS Pharmacy is a registered trademark of CVS Pharmacy, Inc. Drugstore.com is a registered trademark of Drugstore.com Inc. Optioncare is a registered
trademark of Walgreens Infusion Services, Inc. RiteAid is a registered
trademark of Name Right, L.L.C. Walgreens is a registered trademark of Walgreen Co. Catamaran is a registered trademark of Catamaran LLC. Express Scripts is a registered trademark of Express Scripts, Inc. Medco is a registered trademark of Medco Health Solutions, Inc. National
Medical Health Card Systems, Inc. is a registered trademark of Catamaran
PBM of Illiniois, Inc. Prime Therapeutics is a registered trademark of Prime Therapeutics LLC. Aetna is a registered trademark of Aetna, Inc. Anthem is a registered trademark of Anthem Insurance Companies, Inc. Cigna is a registered trademark of Cigna Intellectual Property, Inc.
Coventry Health Care is a registered trademark of Coventry Health Care,
Inc. Humana is a registered trademark of Humana Inc. Oxford Health Plans is a registered trademark of Oxford Health Plans LLC. Merck is a registered trademark of Merck Sharp & Dohme Corp. Abbott is a registered trademark of Abbott Laboratories. PacifiCare is a
registered trademark of PacifiCare Life and Health Insurance Company.
Sierra is a registered trademark of Sierra Health Services, Inc. UnitedHealthcare is a registered trademark of UnitedHealth Group Incorporated. Wellchoice is a registered trademark of Anthem, Inc. V Valeant is a registered trademark of Valeant Pharmaceuticals International. Alkermes is a
registered trademark of Alkermes, Inc. Shire is a registered trademark of
Shire Pharmaceuticals Holdings Ireland Limited. Meda Pharmaceuticals is a registered trademark of Meda AB Corporation. E Endo is a registered trademark of Endo Pharmaceuticals, Inc. Elan is a registered trademark of Elan Corporation plc. FLI Forest Laboratories, Inc. is a
registered trademark of Forest Laboratories, Inc. WC Warner Chilcott is a
registered trademark of Warner Chilcott Company, LLC. Salix is a registered trademark of Salix Pharmaceuticals, Ltd. Cubist is a registered trademark of Cubist Pharmaceuticals, Inc. Allergan is a registered trademark of Allergan, Inc. Teva is a registered trademark of Teva
Pharmaceuticals Industries Ltd. JP Jazz Pharmaceuticals is a registered
trademark of Jazz Pharmaceuticals, Inc. Aspen Holdings is a registered trademark of Aspen Pharmacare Holdings Limited. Par Pharmaceutical is a registered trademark of Par Pharmaceutical Companies, Inc. Lupin Pharmaceuticals, Inc. is a registered trademark of Lupin
Pharmaceuticals, Inc. Sun Pharma is a registered trademark of Sun
Pharmaceutical Industries Limited. Dr. Reddy's is a registered trademark of Dr. Reddy's Laboratories Limited. Hospira is a registered trademark of Hospira, Inc. Cipla is a registered trademark of Cipla Ltd. M Mallinckrodt is a registered trademark of Mallinckrodt Brand
Pharmaceuticals, Inc. All other trademarks, trade names, product
names and logos contained herein are the property of their respective owners. The use or display of other parties’ trademarks, trade names, product names or logos is not intended to imply, and should not be construed to imply, a relationship with, or endorsement or sponsorship
of Mylan by such other party. NO PROFIT FORECAST / ASSET VALUATIONS To the extent that any Mylan quarterly results and/or the calendar year 2015 guidance
contained or summarized in this communication constitute a profit forecast for the purposes of Rule 28 of the Irish Takeover Rules, such results and/or guidance will (unless the Irish Takeover Panel consents otherwise) be reported on in
accordance with that rule at the appropriate time. Except as described in
the previous sentence, no statement in this communication is intended to constitute a profit forecast for any period nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding
financial periods for Mylan or Perrigo as appropriate. No statement in
this communication constitutes an asset valuation. SYNERGY STATEMENT
There are various material assumptions underlying the statement relating to “at least US $800 million of annual pre-tax operational
synergies” (the “Synergy Statement”), which may result in
the value in the Synergy Statement being materially greater or less than estimated. The Synergy Statement should therefore be read in conjunction with the key assumptions underlying such estimates which are set out in Mylan’s announcement pursuant to Rule 2.5 of the Irish Takeover
Rules on April 24, 2015 (the “2.5 Announcement”).
The Synergy Statement should not be construed as a profit forecast or interpreted to mean that the combined earnings of Mylan and Perrigo in any
period following this communication would necessarily match or be greater
than or be less than those of Mylan and/or Perrigo for the relevant preceding financial period or any other period. |
 Executive
Summary Appendices:
• Mylan’s Long-Standing Strategy and Track Record of Success • Perrigo is the Right Next Step to Execute Mylan’s Strategy • Attractive Financial Profile of Two Growth Companies • Significant and Sustained Value Creation for Mylan Shareholders • Clear Choice for Mylan Shareholders • Supplemental Materials 6 Agenda |
 7 Mylan’s Long-Standing Strategy and Track Record of Success Mylan’s Strategy for Success Leading portfolio and pipeline, complemented by a powerful commercial platform ~1,400 global pipeline products, including 270 ANDAs pending approval in the U.S. and 47 FTFs
Value-creating M&A and business development, ensuring future financial
flexibility Acquisitions and partnerships driving synergistic growth with
existing core operations Track record of execution driving exceptional
shareholder return 27% Adjusted diluted EPS CAGR since 2008 and strong
focus on optimal capital allocation Significant investment in future growth
drivers Billions of anticipated spend fueling an extensive technology
platform Differentiated, large-scale global operating
platform World Class Global Supply Chain with excellent service
record High quality, vertically integrated development and manufacturing
operations |
 Mylan’s
Long-Standing Strategy and Track Record of Success Outstanding
Shareholder Returns by Looking Years Ahead and Executing Generics and
specialty pharmaceutical business
Non-US developed markets specialty and branded generics business ¹ Source: Mylan prospectus supplement dated March 30, 2015 and earnings release dated August 6, 2015. Note: 2015 figure represents the
mid-point of the updated 2015
financial guidance range. Note: CAGR is calculated based on 2008 – 2015 guidance mid-point data. Adjusted diluted EPS is a non-GAAP financial measure. See Supplemental Materials for reconciliation of adjusted diluted EPS to most directly comparable GAAP measure.
$0.80 $1.30 $1.61 $2.04 $2.59 $2.89 $3.56 $4.25 2008-2015 adjusted diluted EPS Growth = 27% CAGR¹ 8 ® ® ® 2007 2010 2013 2015 Next 2015 2008 2009 2010 2011 2012 2013 2014 2015E |
 The Perrigo
Transaction Creates Sustainable Long- Term Value for Mylan
Shareholders Continued Execution of Successful Strategic Plan
Further diversifies across product mix, geographies and operations
Creates a paradigm shift in how we do business
Creates a unique platform with the size and scale needed to allow us to accelerate our
leading position in our industry
The Combined Companies’ Financial Profile
Drives greater margins, higher growth and more earnings
Creates greater future financial flexibility to continue to return value to
shareholders Synergies and Improved P/E Multiple
Tangible synergies with guidance at the lower end of transaction
precedents Unaffected blended PE multiple of 16x since January
2014 9
1 See slide 15 for precedents. 1 The Transaction Will Create Significant and Sustained Mylan Shareholder Value Through: |
 PLUTO2015\__Presentations\2015.07\2015.07.27 ISS Post-Teva Exit\Mars ISS
Presentation_2015.08.09_FINAL to EDGARIZE_REVISED.pptx
10 Key Terms of Mylan’s Offer for Perrigo • $75 in cash plus 2.3 Mylan shares for each Perrigo share • Commitment to proceed with a tender offer by September 13 under Irish Takeover Rules with fully committed financing in place • Expected to maintain investment grade status • Mylan has made a “hell or high water” commitment to obtain HSR clearance
— HSR process is well underway • Mylan received clearance from the European Commission already on July 29, 2015 • Mylan has executed an amendment with the majority of our bridge credit facility lenders that gives
Mylan full discretion to lower the acceptance condition from 80% to greater than 50% of Perrigo
ordinary shares • Offer fully values Perrigo with a takeover premium based on public information • Once the Mylan shareholder vote is completed, it will not be possible to make non-de
minimis changes in the consideration in the offer without an additional Mylan shareholder vote th |
 Unique
Combination Strategic Rationale
Attractive, diversified portfolio with strong
market presence and brand recognition
Scale combination to drive paradigm shift
across industry Platform for further consolidation High-quality R&D and manufacturing platform of 70 global facilities with broad technological capabilities Critical mass across Gx, Rx, OTC, and nutritionals Uniquely positioned within the evolving industry Robust commercial infrastructure and market access capabilities, with significant sales & marketing synergy potential Product Mix Gx Gx OTC / Nutritionals Source: Company materials, Mylan management, and Wall Street research. ¹ Percentages from Mylan / Abbott investor presentation (7/14/14) applied to Mylan sales as of 12/31/14 pro forma for Abbott’s EPD
Business (non-US developed markets and branded generics business) as
of 12/31/14, as per 8K (3/26/15). ² Percentages from Perrigo investor
presentation (4/21/15) applied to Perrigo calendarized revenue as of 12/31/14 as per public filings (10K and 10Q), pro forma for Perrigo is the Right Next Step to Execute Mylan’s Strategy Further Diversifies Revenue Base • A potential Mylan + Perrigo combination presents a unique opportunity to rebase our entire
platform for additional growth in all markets around the world
11
Specialty Omega LTM sales as of 12/31/14 based on Perrigo / Omega closing press release (5/30/15). Generics includes Perrigo’s Rx products and API; Specialty includes Perrigo’s TYSABRI® royalty stream. All other products are included in OTC. TYSABRI® is a registered trademark of Biogen MA Inc. 63% 9% 28% 88% 12% Specialty |
 Mylan
Adjusted Diluted EPS 12
Perrigo Adjusted Diluted EPS ¹ Source: Mylan prospectus supplement dated March 30, 2015 and earnings release dated August 6, 2015. Note: 2015 figure represents the mid-point of the updated 2015 financial guidance range. Note: CAGR is calculated based on 2008 – 2015 guidance mid-point data. Adjusted diluted EPS is a non-GAAP financial measure. See Supplemental Materials for reconciliation of adjusted diluted EPS to most directly comparable GAAP measure. ² Perrigo EPS refers to calendarized metrics for 2008-2011. 2012-2014 based on Perrigo 8K dated April 21, 2015. 2008-2011 adjusted diluted EPS figures have been calendarized based on quarterly press releases. 2015 figures represent the mid-point of 2015 financial guidance ranges of $7.50-$8.00 based on Perrigo 8-K dated August 5, 2015. Adjusted diluted EPS is a non-GAAP financial measure. See Supplemental Materials for reconciliation of adjusted diluted EPS to the most directly comparable GAAP measure. Attractive Financial Profile of Two Growth Companies $1.73 $2.36 $3.39 $4.39 $5.31 $6.38 $6.27 $7.75 2008 2009 2010 2011 2012 2013 2014 2015E $0.80 $1.30 $1.61 $2.04 $2.59 $2.89 $3.56 $4.25 2008 2009 2010 2011 2012 2013 2014 2015E 1 2 |
 Attractive
Financial Profile of Two Growth Companies
2015E Adjusted EBITDA Margins¹
Highlights Pro forma entity expected to generate ~$5.5bn ¹ in adjusted 2015 EBITDA or 1.8x Mylan expected standalone adjusted EBITDA with run-rate synergies Run-rate synergies provide ~5% margin uplift on pro forma basis Announced synergies resulting from the transaction are operational synergies Synergy guidance on the low end of precedent estimates ² 13 Standalone Synergies 30.5 % 5.2 % 31.5 % 28.9 % 35.7 % Mylan Perrigo Pro-Forma + Synergies Source: Mylan Fourth Quarter 2014 earnings release (filed on form 8K) dated March 2, 2015 and Perrigo Investor Presentation dated April 21,
2015 1
Based on midpoint of guidance as per abovementioned sources. Perrigo 2015E adjusted
EBITDA based on adjusted operating margin guidance and 2014A adjusted
D&A as a % revenue. Fully synergized adjusted EBITDA margin. For illustrative purposes only, assumes $800mm of estimated pre-tax operational synergies in 2015. Full run-rate synergies are not expected to be realized until the end of year four following the consummation of the
offer. Adjusted EBITDA margins from Mylan and Perrigo are non-GAAP
financial measures and are calculated as adjusted EBITDA divided by revenue. See Supplemental Materials for each company’s adjusted EBITDA to the most directly comparable GAAP measure.
2 See slide 15 for precedents. |
 Significant
and Sustained Value Creation for Shareholders Transaction Generates
Significant and Tangible Synergies 14
Total Operational Synergies of at least $800 million COGS • • • R&D • Sales & Distribution • G&A • Complementary operating platforms The synergy estimate was prepared in accordance with the requirements of Rule
19(3)(b)(ii) of the Irish Takeover Rules using a sound process
• Run-rate expected by the end of year four following the consummation of the offer
¹ Source: As stated in Mylan’s announcement pursuant to Rule 2.5 of the Irish
Takeover Rules on April 24, 2015. 1
Operational efficiencies and SRA reduction Limits need for further near-term expansion Vertical integration and manufacturing rationalization
Overlapping R&D operations to allow for more efficient
and enhanced product development
Opportunity to combine sales infrastructure |
 Significant
and Sustained Value Creation for Shareholders Mylan
Synergy Guidance is On the Very Low End of Precedent Estimates
Acquirer Endo Valeant Biovail Actavis Actavis Teva Teva Endo Mylan Target Auxilium Medicis Valeant Warner Chilcott Forest Labs Allergan Gx¹ Mylan Par Perrigo Estimated Run- Rate Synergies $175 $225 $175 $400 $1,000 $1,400 $2,000 $175 $800 15 Source: Public filings and press releases ¹ Allergan Gx total cost is calculated based on 2014 adjusted metrics from Actavis 2015 Investor Day presentation for the North American Generics and International business. 2 As stated in Mylan’s announcement pursuant to Rule 2.5 of the Irish Takeover Rules on April 24, 2015; assumes no tax synergies.
50 % 46 % 36 % 35 % 33 % 31 % 28 % 16 % 16 % 34 % 2 |
 Note: Blended multiple has been weighted by market cap contribution
1 Represents undisturbed date. Bloomberg and IBES estimates as of April 7, 2015. 2 Mylan and Perrigo generated combined calendar year 2014 cash flows from operations of $1,956mm, assuming no impact from a potential transaction or
synergies. Two-Year Forward P/E Multiple Over Time
Significant and Sustained Value Creation for Shareholders
Mylan and Perrigo 16x Implied Blended Two-Year Forward P/E Multiple
16
Combined Company Higher Revenue and Earnings Growth Larger Global Footprint Unique Value Proposition for Customers Strong Free Cash Flow Generation Significant Revenue and Operational Synergies 5x 10x 15x 20x 25x January 2014 June 2014 November 2014 April 2015 Average 2Y Forward P/E Multiple (January 2, 2014 to April 7, 2015)¹ Mylan 13 x Perrigo 18 Blended x x 16 2 Mylan Perrigo Blended P/E Daily from January 2, 2014 to April 7, 2015
|
 Note: This
is a pro forma only, not a target or profit forecast. Nothing in this slide is intended to be a profit forecast. Pro forma values are illustrative only and any references to value per share, EPS, share price and P/E should not be treated as targets or profit forecasts. Value per share, EPS, share price
and P/E will not necessarily change pursuant to the Perrigo
transaction. Mylan and Perrigo Net Income calculated as respective standalone adjusted diluted EPS times respective diluted shares outstanding. Mylan 2015 EPS represents the mid-point of the updated 2015 financial guidance range. Perrigo 2015 figures
represent the mid-point of 2015 financial guidance ranges of
$7.50-$8.00 based on Perrigo 8-K dated August 5, 2015. Adjusted diluted EPS is a non-GAAP financial measure. See pages 49, 52 and 53 for reconciliation of calculations. Unaffected share price as of April 7, 2015 ($59.57 for Mylan; $164.71 for Perrigo). Share
price as of August 6, 2015 was $55.40 for Mylan and $188.24 for
Perrigo. 1 Adjusted EPS growth refers to 2008 – 2015 growth rate. Please refer to slide 12 for further information. Significant and Sustained Value Creation for Shareholders Putting the Pieces Together: Value Proposition for Mylan Shareholders 17 No Synergies Run-Rate No Synergies Run-Rate $ 0 $ 250 $ 500 $ 800 $ 0 $ 250 $ 500 $ 800 18 x $ 77 $ 81 $ 85 $ 91 18 x $ 80 $ 85 $ 89 $ 94 16 x $ 68 $ 72 $ 76 $ 80 16 x $ 71 $ 75 $ 79 $ 83 13 x $ 56 $ 59 $ 62 $ 65 13 x $ 58 $ 61 $ 64 $ 68 Synergies Synergies PF Mylan Value per Share at 15% Net Income Growth PF Mylan Value per Share at 20% Net Income Growth Illustrative Sensitivity Illustrative Sensitivity 2016E P/E Multiple Total Value Per Pro- Forma Share Capitalized Value of $650mm 13x $ 8 bn $ 10 After Tax Synergies 16x $ 10 bn $ 12 18x $ 12 bn $ 14 Mylan and Perrigo have delivered historical EPS growth of 27%¹ and 24%¹, respectively |
 Significant
and Sustained Value Creation for Shareholders Analysts Value Mylan at $70 to
$80 / Ordinary Share Pro Forma for the Combination Analyst
Price Targets for Pro Forma Mylan Combined with Perrigo¹ ¹ Price targets assuming Mylan acquires Perrigo. Note: The information on this page is based on targets provided by various analysts. Sources include: Leerink April 09, 2015; RBC April 10, 2015;
Bernstein April 23, 2015; UBS April 09, 2015; JP Morgan April 24,
2015; Deutsche Bank April 24, 2015. 18
$80.00 $79.00 $75.00 $75.00 $75.00 $70.00 Leerink RBC Bernstein UBS JPM DB Median: $75.00 |
 19 July 22 nd Earnings Call June 16 th Press Release Source: Abbott press releases and earnings call. “As both Mylan's largest shareholder and its partner through our continued manufacturing relationships, Abbott has considered the entire situation and we believe Mylan's standalone
strategy and acquisition of Perrigo will further
enhance its platform, is strategically compelling, value enhancing for shareholders, and offers a clear path to completion. In
light of these factors,
we will be voting in favor of the Perrigo transaction.“ ~ Miles D. White, CEO and Chairman of Abbott Laboratories, June 16, 2015 “I have a little bit of insight… I like the strategy
that Mylan is pursuing and I support it and
endorse it as a shareholder. So from that perspective I think that this is right now as long as we are a shareholder we're going to vote in our interest and Mylan's interest because as shareholders it certainly directly impacts Abbott and I think what they're pursuing with their
Perrigo acquisition is something we clearly
endorse… So I'd say we've put our interest where our best interests lie and that's to support Mylan's current strategy and current pursuit of Perrigo and we get to vote that ourselves independently. And I think it's important for not only our shareholders but the other Mylan shareholders to know that since we're the largest one and we get to make that decision.” ~ Miles D. White, CEO and Chairman of Abbott Laboratories, July 22, 2015 Clear Choice for Mylan Shareholders Mylan’s Largest Shareholder is Supportive of the Perrigo Transaction Abbott is Mylan’s Largest Shareholder with ~14% of Shares Outstanding. Miles White, the
Company’s CEO and Chairman, Indicated His Admiration for and Support of the
Transaction |
 “Mylan is a good company, Perrigo is a good company. There are opportunities, but I don't want to make any specific comments about or speculate anything about the synergies that could be available between the two companies… As to the question about the potential for putting two companies together like a large OTC company and a large [global generics player], there is opportunity
for synergies, but I don't want to really speculate on anything specifically in terms of the match.” ~ Joe Papa, President, Chief Executive Officer and Chairman of Perrigo April 22, 2015 Question: “[Do] you think there is any conceptual or strategic value in teaming up with a company like Mylan?” “Yes, I've said this publicly. I think Mylan is a good company, Perrigo is good company. I think Perrigo believes -- we believe we've got a very bright future as a stand-alone independent company. And I think as we see it, clearly there was some value a year ago, to be absolutely clear, as they were not inverted, Perrigo was, we didn't have the geographic footprint. They did have a big geographic footprint, so there is some strategic
value.” ~ Joe Papa, President, Chief Executive
Officer and Chairman of Perrigo, May 12,
2015 20 Clear Choice for Mylan Shareholders Both Parties Believe in the Strategic Rationale for a Potential Combination Even post announcement, Joe Papa has on a number of occasions stated publicly that he believes a potential combination could make strategic sense and create opportunities for synergies |
 21 Source: Bloomberg, Thomson; shares held are based on the most recently available data as of August 6, 2015 from Irish Rule 8 filings or U.S.
13-F filings as of August 6, 2015 Note: Represents top 12
shareholders of Mylan as of August 6, 2015. Equity value ownership based on Mylan and Perrigo share prices of $55.40 and $188.24, respectively, as of August 6, 2015. Unaffected share price as of April 7, 2015 ($59.57 for Mylan; $164.71 for Perrigo).
1 Illustrative Mylan standalone range of $55 to $65 per ordinary share. 2 Assumes Perrigo standalone April 7, 2015 undisturbed share price of $164.71. 3 Illustrative Mylan share price of $65 per ordinary share pro forma for Perrigo transaction and share price range of $70 to $80 based on range of analyst price targets pro forma for Perrigo transaction. 4 Calculations based on proposed offer of 2.3x Mylan ordinary shares per Perrigo ordinary share plus $75 / Perrigo ordinary share in cash. Top 12 Mylan Shareholder Ownership MYL Shares Owned: 54% PRGO Shares Owned: 23% Clear Choice for Mylan Shareholders Perrigo Transaction is in the Best Interest of All Mylan Shareholders Standalone Approve Acquisition of Perrigo Increase in value of combined equity holdings from current Decrease in value of combined equity holdings from current Increase / (decrease) in value of combined equity holdings vs. current Illustrative MYL Share Price 1 $55.00 $60.00 $65.00 Mylan Share Price 3 $65.00 $70.00 $75.00 $80.00 PRGO Share Price 2 $164.71 $164.71 $164.71 PRGO Implied Share Price 4 $224.50 $236.00 $247.50 $259.00 Examples Below Based on Illustrative Stock Prices At Transaction Close Excluding Any Impact of Future M&A Activity
1 2 (4)% 2% 8% 18% 26% 34% 42% |
 Clear Choice
for Mylan Shareholders Perrigo Transaction is in the Best Interest of All
Mylan Shareholders 22
35-45% Increase vs Current 5 30-35% Increase vs Current 5 20-30% Increase vs Current 5 10-20% Increase vs Current 5 0-10% Increase vs Current 5 5-10% Decrease vs Current 5 0-5% Decrease vs Current 5 Source: Bloomberg, Thomson; shares held are based on the most recently available data as of August 6, 2015 from Irish Rule 8 filings or U.S.
13-F filings as of August 6, 2015 Note: Represents top 12
shareholders of Mylan as of August 6, 2015. Unaffected share price as of April 7, 2015 ($59.57 for Mylan; $164.71 for Perrigo). Share price as of August 6, 2015 was $55.40 for Mylan and $188.24 for Perrigo. 1 Illustrative Mylan standalone range of $55 to $65 per ordinary share. 2 Assumes Perrigo standalone April 7, 2015 undisturbed share price of $164.71. 3 Illustrative Mylan share price of $65 per ordinary share pro forma for Perrigo transaction and share price range of $70 to $80 based on range of analyst price targets pro forma for Perrigo transaction. 4 Calculations based on proposed offer of 2.3x Mylan ordinary shares per Perrigo ordinary share plus $75 / Perrigo ordinary share in cash. 5 Current equity Value based on Mylan and Perrigo share prices of $55.40 and $188.24, respectively, as of August 6, 2015.
Standalone 1 1 2 2 Increase / (decrease) in value of combined equity holdings vs. current Examples Below Based on Illustrative Stock Prices At Transaction Close Excluding Any Impact of Future M&A Activity
Equity Value Ownership ($mm)
Equity Value Ownership ($mm)
Illustrative MYL Share Price
1 : $ 55.00 $ 60.00 $ 65.00 MYL Share Price 3 : $ 65.00 $ 70.00 $ 75.00 $ 80.00 Shareholders PRGO Share Price 2 : $ 164.71 $ 164.71 $ 164.71 PRGO Implied Offer Price 4 : $ 224.50 $ 236.00 $ 247.50 $ 259.00 Shareholder A Shareholder B Shareholder C Shareholder D Shareholder E Shareholder F Shareholder G Shareholder H Shareholder I Shareholder J Shareholder K Shareholder L Approve Acquisition of Perrigo |
 23 Clear Choice for Mylan Shareholders Further diversifies across product mix, geographies and operations Creates a paradigm shift in how we do business Creates a unique platform with the size and scale needed to allow us to accelerate our
leading position in our industry
Mylan has a strong track record of executing on acquisitions
Combination creates a global generics powerhouse
Significant and tangible operational synergies
Synergy guidance is at the very low end of precedents ¹ Enhanced long-term growth and earnings for Mylan shareholders Blended P/E meaningfully higher than Mylan’s P/E Value creation for shareholders of both companies Clear choice is to vote in favor of Perrigo vs. standalone 1 See slide 15 for precedents. |
 24 Appendices |
 Executive
Summary Appendices:
• Mylan’s Long-Standing Strategy and Track Record of Success • Perrigo is the Right Next Step to Execute Mylan’s Strategy • Attractive Financial Profile of Two Growth Companies • Significant and Sustained Value Creation for Mylan Shareholders • Clear Choice for Mylan Shareholders • Supplemental Materials 25 Agenda |
 26 Mylan’s Long-Standing Strategy and Track Record of Success Mylan’s Strategy for Success Leading portfolio and pipeline, complemented by a powerful commercial platform ~1,400 global pipeline products, including 270 ANDAs pending approval in the U.S. and 47 FTFs
Value-creating M&A and business development, ensuring future financial
flexibility Acquisitions and partnerships driving synergistic growth with
existing core operations Track record of execution driving exceptional
shareholder return 27% Adjusted diluted EPS CAGR since 2008 and strong
focus on optimal capital allocation Significant investment in future growth
drivers Billions of anticipated spend fueling an extensive technology
platform Differentiated, large-scale global operating
platform World Class Global Supply Chain with excellent service
record High quality, vertically integrated development and manufacturing
operations |
 27 Mylan’s Long-Standing Strategy and Track Record of Success One of the Leading Global Generics Companies Investment Highlights for Mylan Geographic Reach² ¹ Source: Mylan Prospectus supplement dated March 30, 2015. ² Percentages based on “Mylan Acquisition of Abbott’s Non-U.S. Developed Market Specialty and Branded Generics”
presentation dated July 14, 2014 pro forma for Abbott’s EPD
Business. •
Quality, scale, flexibility and vertical integration to deliver the reliability and cost advantages customers demand • Leading API manufacturer, with
state-of-the-
art API manufacturing facilities
• Proven ability to manage the global supply chain • Broad capabilities including active
pharmaceutical ingredients, oral solid dose, injectables,
semisolids, ointments/creams and transdermals
• In 2014, EpiPen® Auto-Injector became Mylan’s first $1 billion product • In 2015, successfully completed the
acquisition of Abbott’s EPD Business
• Global scale and infrastructure with 2014 production of 3,600 kilo liters of API, 15 million semi-solid units, 58 billion oral solid doses, 260 million transdermal patches and 500 million injectable units¹ • Commercial footprint across 145
countries • One of the largest portfolios with
~1,400 products
• Unparalleled, fully integrated
low-cost manufacturing capabilities in India with strong local presence North America 48% Europe 33% Rest of World 19% |
 Mylan’s Long-Standing Strategy and Track Record of Success Inspections from January 2012 to December 2014 41 13 6 11 147 Our facilities are inspected by our internal operations audit team and health authorities for markets served around the world – and we hold ourselves to the highest standards. Many of our sites serve multiple markets. As a result, they require inspections by several health authorities from around the world, including: 28 |
 Significant
Upcoming Growth Drivers in Core Specialty Markets
Mylan’s Long-Standing Strategy and Track Record of Success
Focused on Delivering Consistent Organic Growth
29
Outpaced Peers in 2014 ANDA Approvals ¹ Mylan #1 Endo #2 Apotex #4 Teva #3 Sun #6 Sandoz #7 Generic Advair® ANDA filing Generic Seretide® & generic Flixotide® launches COMPLEX PRODUCTS / BIOLOGICS RESPIRATORY INFECTIOUS DISEASE INJECTABLES Generic Copaxone® approval Generic Lantus® Phase III Generic Herceptin ® and Neulasta ® Phase III Generic Humira® Phase III Leader in transdermal technology Portfolio of >230 injectables in broad range of dosage and delivery forms Nearly 50% of global HIV patients use Mylan products Hepatitis-C offerings • More than 3,700 filings pending regulatory approval globally ² • 270 ANDAs pending FDA approval, including 47 pending First-to-File (FTF) opportunities 3 Allergan #5 47 1 Mylan Q4 and 2014 Earnings presentation (March 02, 2015), Endo as per 8K dated May 18, 2015 “Endo to Acquire Par Pharmaceutical,
Strategically Expanding Generics Business to a Top 5 Industry
Leader” ; Allergan (as “Actavis”) per press release dated February 8, 2015; not pro-forma for sale of generics business to Teva 2 Mylan prospectus supplement (March 30, 2015) 3 Mylan News Release titled “Mylan Launches First Generic Targretin® Capsules” (July 09, 2015).
|
 Mylan’s
Long-Standing Strategy and Track Record of Success Outstanding
Shareholder Returns by Looking Years Ahead and Executing Generics and
specialty pharmaceutical business
Non-US developed markets specialty and branded generics business ¹ Source: Mylan prospectus supplement dated March 30, 2015 and earnings release dated August 6, 2015. Note: 2015 figure represents the
mid-point of the updated 2015
financial guidance range. Note: CAGR is calculated based on 2008 – 2015 guidance mid-point data. Adjusted diluted EPS is a non-GAAP financial measure. See Supplemental Materials for reconciliation of adjusted diluted EPS to most directly comparable GAAP measure.
$0.80 $1.30 $1.61 $2.04 $2.59 $2.89 $3.56 $4.25 2008-2015 adjusted diluted EPS Growth = 27% CAGR¹ 30 ® ® ® 2007 2010 2013 2015 Next 2015 2008 2009 2010 2011 2012 2013 2014 2015E |
 Mylan’s
Long Standing Strategy and Track Record of Success Mylan Has a Very Strong
Track Record of Delivering Guidance and Exceeding Street
Estimates •
Over various long-term guidance periods, consensus has adjusted its estimates
20-35% to the upside as Mylan has delivered on the guidance
provided •
As a result, Mylan share price has outperformed analyst price targets over
time Consensus
EPS Outlook Revisions Over Time Share Price Performance vs. Analyst Price Targets (4) 2011 2013 2015 Initial guidance of $2.00+ (1) Initial guidance of $2.75+ (2) Initial guidance of $4.00-$4.30 (3) Source: FactSet, I/B/E/S and Company filings, as of August 6, 2015. ¹ 2011 initial guidance as per Q4-2009 8K (2/25/2010) – “deliver EPS in excess of $2 in 2011”. ² 2013 initial guidance as per Q4-2009 8-K (2/25/2010) – “projecting EPS in excess of $2.75 in 2013”. 3 2015 initial guidance as per Q4-2014 8-K (3/2/2015) – “adjusted diluted EPS is expected to be in the range of $4.00 to $4.30”. 4 Reflects figures through date prior to Perrigo offer (4/3/2015). 31 $1.51 $2.04 +35.1% $1.35 $1.60 $1.85 $2.10 Jan-09 Jan-10 Jan-11 Jan-12 $2.38 $2.89 +21.4% $2.25 $2.50 $2.75 $3.00 Jan-11 Jan-12 Jan-13 Jan-14 $3.20 $4.14 +29.5% $3.00 $3.50 $4.00 $4.50 Jan-13 Jan-14 Jan-15 $58.10 $60.00 $10 $30 $50 $70 Apr-10 Apr-11 Apr-12 Apr-13 Apr-14 Apr-15 Share Price One-Year Prior Price Target |
 Mylan’s
Long Standing Strategy and Track Record of Success Track-Record of
Delivering Shareholder Value Following Acquisitions Source: Bloomberg data
January 1, 2008 to April 7, 2015, the unaffected date; public filings, and press releases Note: Annualized TSR per Bloomberg and reflects total return (including price appreciation and reinvested dividends in index or security) as of
August 6, 2015 32
Stock has increased over 300% since 2008
Adjusted diluted EPS driven value
creation: 27% adjusted diluted EPS CAGR 1 Successful execution in core business while integrating acquisitions Average annual TSR of ~23% since 2008 vs. S&P TSR of ~7% Stock has increased over 300% since 2008 Adjusted diluted EPS driven value creation: 27% adjusted diluted EPS CAGR 1 Successful execution in core business while integrating acquisitions Average annual TSR of ~23% since 2008 vs. S&P TSR of ~7% 2 EPD Business $0 $10 $20 $30 $40 $50 $60 $70 Jan 08 Jan 09 Jan 10 Feb 11 Feb 12 Mar 13 Mar 14 Apr 15 Mylan S&P 500 $ 59.57 2067.89 (+329%) (+43%) Source: Mylan prospectus supplement dated March 30, 2015 and earnings release dated August 6, 2015. Note: 2015 figure represents the
mid-point of the updated 2015 financial guidance range. Note: CAGR is
calculated based on 2008 – 2015 guidance mid-point data. Adjusted diluted EPS is a non-GAAP financial measure. See Supplemental Materials for reconciliation of adjusted diluted EPS to most directly comparable GAAP measure. Represents purchase of 24% of Matrix announced in March, 2009 after initial 72% stake was announced in August 2006. 1 2 |
 Executive
Summary Appendices:
• Mylan’s Long-Standing Strategy and Track Record of Success • Perrigo is the Right Next Step to Execute Mylan’s Strategy • Attractive Financial Profile of Two Growth Companies • Significant and Sustained Value Creation for Mylan Shareholders • Clear Choice for Mylan Shareholders • Supplemental Materials 33 Agenda |
 34 Perrigo is the Right Next Step to Execute Mylan’s Strategy Perrigo is a Leading Global Healthcare Supplier Investment Highlights per Perrigo Diversified Portfolio¹ Global Presence¹ • Develops, manufactures and distributes OTC, generic prescription ("Rx") pharmaceuticals, nutritional products and API, and has a specialty sciences business • World's largest manufacturer of OTC healthcare products for the store brand market • #1 market position in infant formula (SB), extended topicals (GRx) and Animal health (SB) • Quality excellence across 23 global
sites •
Critical mass with +50B dosages per
year • Mass customization with 3,000 unique formulas plus 18,000 SKUs • Acquired Elan on December 18, 2013 for
a purchase price totaling approximately $9.5 billion • Approximately
10,220 employees worldwide • Headquartered in Dublin, Ireland ¹ Percentages are stated as a percent of 2014 fiscal year sales pro forma for Omega.
Source: Perrigo Barclays Conference investor presentation (March 11,
2015) Note: Tysabri® is a registered trademark of Biogen MA Inc.
Rx API & Other 4% Tysabri® Royalty 3% Consumer Healthcare 39% Nutritionals 10% Branded Health 28% 16% Consumer ~75% is consumer facing US 57% ROW 43% |
 Perrigo is the
Right Next Step to Execute Mylan’s Strategy Shifting Paradigm Among
Customers and Payors… Most Customer Channels have Consolidated to
2-3 players Source: CapIQ, Bloomberg, Wall Street
research Note: The Aetna / Humana and Anthem / Cigna transactions
have not closed. 35
Distribution Retail Pharmacy PBMs Managed Care |
 Source:
CapIQ, Bloomberg, Wall Street Research Note: Mylan / Perrigo and Teva /
Allergan Gx have not closed. 36
Branded Branded + Generics Generics Generics + OTC OTC Perrigo is the Right Next Step to Execute Mylan’s Strategy …In Line With Increased Consolidation Among Specialty Pharma Companies |
 Unique
Combination Strategic Rationale
Product Mix Specialty Gx Gx OTC / Nutritionals Source: Company materials, Mylan management, and Wall Street research. ¹ Percentages from Mylan / Abbott investor presentation (7/14/14) applied to Mylan sales as of 12/31/14 pro forma for Abbott’s EPD
Business (non-US developed markets and branded generics business) as
of 12/31/14, as per 8K (3/26/15). ² Percentages from Perrigo investor
presentation (4/21/15) applied to Perrigo calendarized revenue as of 12/31/14 as per public filings (10K and 10Q), pro forma for Omega LTM sales as of 12/31/14 based on Perrigo / Omega closing press release (5/30/15). Generics includes Perrigo’s Rx products and API; Specialty includes Perrigo’s TYSABRI® royalty stream. All other products are included in OTC. TYSABRI® is a registered trademark of Biogen MA Inc. Perrigo is the Right Next Step to Execute Mylan’s Strategy Further Diversifies Revenue Base • A potential Mylan + Perrigo combination presents a unique opportunity to rebase our entire
platform for additional growth in all markets around the world
37
Specialty 12% 88% 28% 63% 9% Attractive , diversified portfolio with strong market presence and brand recognition Scale combination to drive paradigm shift across industry Platform for further consolidation High -quality R&D and manufacturing platform of 70 global facilities with broad technological capabilities Critical mass across Gx, Rx, OTC, and nutritionals Uniquely positioned within the evolving industry Robust commercial infrastructure and market access capabilities, with significant sales & marketing synergy potential |
 Perrigo is the
Right Next Step to Execute Mylan’s Strategy Generics Powerhouse with an
Unprecedented Global Manufacturing Platform and Supply Chain
India Australia Ireland Israel China U.K. Mexico Brazil West Virginia, Vermont Texas Michigan Minnesota South Carolina New York Japan Malaysia France Poland Hungary Puerto Rico Mylan Perrigo ¹ Adds 31 for Perrigo (source: Perrigo: Investor presentation: “Creating Superior Value for Shareholders” dated April 21, 2015)
with 39 from Mylan (source: Mylan prospectus supplement dated March 30,
2015). 38
Ohio, Virginia
Flexibility
Quality Reliability Footprint of 70 manufacturing sites around the world (39 Mylan; 31
Perrigo) 1 |
 Gx Rx OTC Physicians Retail & Pharmacy Wholesalers Governments Institutions Perrigo is the Right Next Step to Execute Mylan’s Strategy Unmatched Ability to Deliver for Customers Quality Differentiated Technologies Supply Reliability Broad Product Offering Service Excellence Operational Leverage • Operational leverage and critical mass across all customer channels with potential to distribute portfolio across channels—selling One Mylan around the world • Powerful platform to bring the most value to our customers through a broader range of products and services and meaningful healthcare solutions • Opportunity to leverage commercial best practices • Aligned with macro trends and industry environment with evolving distributor and payor dynamics and need for scale and reach - uniquely positioned to capture market share in >$37 billion of Rx to OTC switches 39 ¹ Source: Barclays Global Healthcare Conference Perrigo presentation (March 11, 2015).
1 |
 40 “From a business combination perspective, this makes
sense to us as it brings together two companies with arguably best-in-class operations in the generic (MYL) and OTC (PRGO) spaces. Therefore, a combined entity, which could result in a best-of-breed, highly diversified generic Rx/OTC company, and have meaningful
potential for operational synergies, is conceptually appealing in
our view.” –
BAML 1 We can say that the combination of these companies makes a lot of strategic sense to us… MYL represents a
de- risking as PRGO would
otherwise be in a multi-year globalization phase.” – Deutsche Bank 5 “We believe a combination between MYL and PRGO would offer a unique value proposition to their customers based on PRGO’s unique “front of the store” OTC business combined with MYL’s “behind the pharmacists counter” generics franchise.” – Barclays 2 “Complementary dosage forms would round out the combined portfolio: the companies' portfolios could be highly
complementary, combining MYL’s strengths in oral solids, injectables and inhalants, with PRGO's leadership in dermatologicals.”
– Wells Fargo 4 1 Bank of America Merrill Lynch, “MYL not waiting for an Rx to buy OTC”, 8 April 2015
2 Barclays, “U.S. Specialty Pharmaceuticals Center of the Storm”, 8 April 2015
3 Deutsche Bank, “Deal Could Make a Ton of Sense”, 8 April 2015 4 Wells Fargo, “MYL: Initial Impressions Of The PRGO Proposal”, 8 April 2015
5 Deutsche Bank, “Deal Could Make a Ton of Sense”, 8 April 2015 6 Stifel, “MYL Bid puts PRGO in Play”, 8 April 2015 7 CNBC’s Mad Money, 8 April 2015 “Following 1-2 years of underperformance (at PRGO), we think shareholders might appreciate this opportunity” –
Stifel 6 "We believe MYL’s Chairman’s letter to PRGO makes a compelling case for the business combination” – Deutsche Bank 3 “These two would be a match made in heaven” 7 – Jim Cramer Perrigo is the Right Next Step to Execute Mylan’s Strategy Analysts Applaud the Strategic Merits of the Combination |
 41 Agenda Executive Summary Appendices: • Mylan’s Long-Standing Strategy and Track Record of Success • Perrigo is the Right Next Step to Execute Mylan’s Strategy • Attractive Financial Profile of Two Growth Companies • Significant and Sustained Value Creation for Mylan Shareholders • Clear Choice for Mylan Shareholders • Supplemental Materials |
 Attractive
Financial Profile of Two Growth Companies
Attractive Growth Profile Large Synergy Opportunity Multiple Expansion • Increased scale and combination of two high-quality, complementary portfolios will provide
the combined entity with a robust growth
pathway notably through: –
A powerful commercial platform with reach across all customer channels – Critical mass in specialty brands,
generics, OTC and nutritional products •
At least $800mm of annual pre-tax operational synergies, estimated by year 4 following consummation of the offer 1 – Confidence in delivering estimated synergies given Mylan’s proven track-record
– Guidance at the low end of precedent estimates 2 • Attractive equity story driven by a
strong strategic fit and highly attractive financial profile – Multiple expansion for Mylan shareholders, further contributing to shareholder value creation
– Blended two year forward P/E multiple of 16x on average since January 2014 42 1 As stated in Mylan’s announcement pursuant to Rule 2.5 of the Irish Takeover Rules on April 24, 2015; assumes no tax synergies.
2 See slide 15 for precedents. |
 Mylan¹
43
Note: Revenue and revenue CAGRs refer to calendar year financials and CAGRs. $ in
billions. ¹
Mylan financials as per 8K dated March 2, 2015 for 2014 and 8K dated February 19,2009 for 2008. *2008 represents total adjusted revenue. ² 2014 financials as per Perrigo “FY15 – Year End and Segment Recast”. 2008 financials as per 8K on February 3, 2009. 2008 revenue has been calendarized. Perrigo² Pro Forma Attractive Financial Profile of Two Growth Companies Strong Historical Top-Line Growth $4.7 $7.7 2008* 2014 $1.9 $4.2 2008 2014 $6.6 2008 2014 $11.9 |
 Mylan Adjusted Diluted EPS 1 44 Perrigo Adjusted Diluted EPS 2 ¹ Source: Mylan prospectus supplement dated March 30, 2015 and earnings release dated August 6, 2015. Note: 2015 figure represents the mid-point of the updated 2015 financial guidance range. Note: CAGR is calculated based on 2008 – 2015 guidance mid-point data. Adjusted diluted EPS is a non-GAAP financial measure. See Supplemental Materials for reconciliation of adjusted diluted EPS to most directly comparable GAAP measure.
Attractive Financial Profile of Two Growth
Companies $0.80 $1.30 $1.61 $2.04 $2.59 $2.89 $3.56 $4.25 2008 2009 2010 2011 2012 2013 2014 2015E $1.73 $2.36 $3.39 $4.39 $5.31 $6.38 $6.27 $7.75 2008 2009 2010 2011 2012 2013 2014 2015E ² Perrigo EPS refers to calendarized metrics for 2008-2011. 2012-2014 based on Perrigo 8K dated April 21, 2015. 2008-2011
adjusted diluted EPS figures have been calendarized based on
quarterly press releases. 2015 figures represent the mid-point of 2015 financial guidance ranges of $7.50-$8.00 based on Perrigo 8-K dated August 5, 2015. Adjusted diluted EPS is a non-GAAP financial measure. See Supplemental Materials for reconciliation of adjusted
diluted EPS to the most directly comparable GAAP measure.
|
 Source: Mylan Fourth Quarter 2014 earnings release (filed on form 8K) dated March 2, 2015 and Perrigo Investor Presentation dated April 21, 2015
adjusted D&A as a % revenue. Fully synergized adjusted EBITDA margin. For
illustrative purposes only, assumes $800mm of estimated pre-tax operational synergies in 2015. Full run-rate synergies are not expected to be realized until the end of year four following the consummation of the offer. Adjusted EBITDA margins from Mylan and Perrigo are non-GAAP financial measures and are calculated as adjusted EBITDA divided by revenue. See Supplemental
Materials for each company’s adjusted EBITDA to the most directly
comparable GAAP measure. 2
See slide 15 for precedents.
Attractive Financial Profile of Two Growth
Companies 2015E Adjusted EBITDA Margins¹ Highlights Pro forma entity expected to generate ~$5.5bn 1 in adjusted 2015 EBITDA or 1.8x Mylan expected standalone adjusted EBITDA with run-rate synergies Run-rate synergies provide ~5% margin uplift on pro forma basis Announced synergies resulting from the transaction are operational synergies Synergy guidance on the low end of precedent estimates 2 45 Standalone Synergies 30.5 % 5.2 % 31.5 % 28.9 % 35.7 % Mylan Perrigo Pro-Forma + Synergies 1 Based on midpoint of guidance as per abovementioned sources. Perrigo 2015E adjusted EBITDA based on adjusted operating margin guidance and 2014A |
 Executive
Summary Appendices:
• Mylan’s Long-Standing Strategy and Track Record of Success • Perrigo is the Right Next Step to Execute Mylan’s Strategy • Attractive Financial Profile of Two Growth Companies • Significant and Sustained Value Creation for Mylan Shareholders • Clear Choice for Mylan Shareholders • Supplemental Materials 46 Agenda |
 Significant
and Sustained Value Creation for Shareholders Transaction Generates
Significant and Tangible Synergies 47
Total Operational Synergies of at least $800 million 1 COGS • • • R&D • Sales & Distribution • G&A • Complementary operating platforms The synergy estimate was prepared in accordance with the requirements of Rule
19(3)(b)(ii) of the Irish Takeover Rules using a sound process
• Run-rate expected by the end of year four following the consummation of the offer
¹ Source: As stated in Mylan’s announcement pursuant to Rule 2.5 of the Irish
Takeover Rules on April 24, 2015. Operational efficiencies and SRA
reduction Limits need for further near-term expansion Vertical integration and manufacturing rationalization
Overlapping R&D operations to allow for more efficient
and enhanced product development Opportunity to combine sales infrastructure
|
 Significant
and Sustained Value Creation for Shareholders Mylan
Synergy Guidance is On the Very Low End of Precedent Estimates
Acquirer Endo Valeant Biovail Actavis Actavis Teva Teva Endo Mylan Target Auxilium Medicis Valeant Warner Chilcott Forest Labs Allergan Gx¹ Mylan Par Perrigo Estimated Run- Rate Synergies $175 $225 $175 $400 $1,000 $1,400 $2,000 $175 $800 2 48 Source: Public filings and press releases Allergan Gx total cost is calculated based on 2014 adjusted metrics from Actavis 2015 Investor Day presentation for the North American Generics and International business. 2 As stated in Mylan’s announcement pursuant to Rule 2.5 of the Irish Takeover Rules on April 24, 2015; assumes no tax synergies.
50 % 46 % 36 % 35 % 33 % 31 % 28 % 16 % 16 % 34 % 1 |
 Significant
and Sustained Value Creation for Shareholders Pro-Forma Net Income and
Synergy Value / Share 49
Illustrative 2016 Net Income Growth
Pro-Forma Net Income and Earnings Per Share
2015E 15% 20% Mylan Net Income ($mm)¹ $ 2,213 Perrigo Net Income¹ 1,141 Interest Expense, After-Tax² (161) Pro Forma Net Income Excluding Synergies ($mm) $ 3,194 $ 3,673 $ 3,833 Annual Synergies Pre-Tax 800 800 800 Annual Synergies After-Tax 650 650 650 Pro Forma Net Income Including Synergies ($mm) $ 3,844 $ 4,323 $ 4,483 Mylan Standalone Share Count 521 521 Mylan Shares Issued to Perrigo 339 339 Pro Forma Share Count 860 860 PF Adjusted Diluted EPS Excluding Synergies $ 4.27 $ 4.46 Implied EPS for Perrigo Shareholders (Excluding $75 / Share Cash) $9.83 $10.26 PF Adjusted Diluted EPS Including Synergies $ 5.03 $ 5.22 Implied EPS for Perrigo Shareholders (Excluding $75 / Share Cash) $11.57 $12.00 Mylan Ownership % 61% Perrigo Ownership % 39% Note: This is a pro forma only, not a target or profit forecast. For illustrative purposes only, the pro forma is prepared on a fully synergized
basis, although as previously stated, synergies are expected to be
realized over a four year period. Nothing in this slide is intended to be a profit forecast. Pro forma values are illustrative only and any references to EPS, share price and P/E should not be treated as targets or profit forecasts. EPS, share price and P/E will not necessarily change
pursuant to the Perrigo transaction.
1
Mylan and Perrigo Net Income calculated as respective standalone adjusted diluted EPS
times respective diluted shares outstanding. Mylan 2015 EPS represents the
mid-point of the updated 2015 financial guidance range. Perrigo 2015 figures
represent the mid-point of 2015 financial guidance ranges of $7.50-$8.00 based on Perrigo 8-K dated August 5, 2015. Adjusted diluted EPS is a non-GAAP financial measure. See Supplemental Materials for reconciliation of adjusted
diluted EPS to the most directly comparable GAAP measure.
2
Assumes transaction debt interest rate at L+1.5% per bridge commitment (includes
funding as well as duration fees). Assumes 3-month LIBOR of 0.2936%. Assumes Perrigo debt is not refinanced. Assumes transaction debt of $11.0bn. |
 Note: Blended multiple has been weighted by market cap contribution
1 Represents undisturbed date. Bloomberg and IBES estimates as of April 7, 2015. 2 Mylan and Perrigo generated combined calendar year 2014 cash flows from operations of $1,956mm, assuming no impact from a potential transaction or
synergies. Two-Year Forward P/E Multiple Over Time
Significant and Sustained Value Creation for Shareholders
Mylan and Perrigo 16x Implied Blended Two-Year Forward P/E Multiple
50
Combined Company Higher Revenue and Earnings Growth Larger Global Footprint Unique Value Proposition for Customers Strong Free Cash Flow Generation 2 Significant Revenue and Operational Synergies Mylan Perrigo Blended P/E 5x 10x 15x 20x 25x January 2014 June 2014 November 2014 April 2015 Daily from January 2, 2014 to April 7, 2015 Average 2Y Forward P/E Multiple (January 2, 2014 to April 7, 2015)¹ Mylan 13 x Perrigo 18 x Blended 16 x |
 Significant
and Sustained Value Creation for Shareholders Putting the Pieces Together:
Value Proposition for Mylan Shareholders
51
No Synergies Run-Rate No Synergies Run-Rate $ 0 $ 250 $ 500 $ 800 $ 0 $ 250 $ 500 $ 800 18 x $ 77 $ 81 $ 85 $ 91 18 x $ 80 $ 85 $ 89 $ 94 16 x $ 68 $ 72 $ 76 $ 80 16 x $ 71 $ 75 $ 79 $ 83 13 x $ 56 $ 59 $ 62 $ 65 13 x $ 58 $ 61 $ 64 $ 68 Synergies Synergies PF Mylan Value per Share at 15% Net Income Growth PF Mylan Value per Share at 20% Net Income Growth Illustrative Sensitivity Illustrative Sensitivity 2016E P/E Multiple Total Value Per Pro- Forma Share Capitalized Value of $650mm 13x $ 8 bn $ 10 After Tax Synergies 16x $ 10 bn $ 12 18x $ 12 bn $ 14 Mylan and Perrigo have delivered historical EPS growth of 27%¹ and 24%¹, respectively 1 Adjusted EPS growth refers to 2008 – 2015 growth rate. Please refer to slide 12 for further information. Note: This is a pro forma only, not a target or profit forecast. Nothing in this slide is intended to be a profit forecast. Pro forma values are
illustrative only and any references to value per share, EPS, share price
and P/E should not be treated as targets or profit forecasts. Value per share, EPS, share price and P/E will not necessarily change pursuant to the Perrigo transaction. Mylan and Perrigo Net Income calculated as respective standalone adjusted diluted EPS
times respective diluted shares outstanding. Mylan 2015 EPS represents
the mid-point of the updated 2015 financial guidance range. Perrigo 2015 figures represent the mid-point of 2015 financial guidance ranges of $7.50-$8.00 based on Perrigo 8-K dated August 5, 2015. Adjusted diluted EPS is a non-GAAP financial
measure. See pages 49, 52 and 53 for reconciliation of calculations.
Unaffected share price as of April 7, 2015 ($59.57 for Mylan; $164.71 for Perrigo). Share price as of August 6, 2015 was $55.40 for Mylan and $188.24 for Perrigo. |
 Significant
and Sustained Value Creation for Shareholders Pro-Forma Value / Share
Today Assuming Illustrative 15% 2016E Net Income Growth
52
No Synergies Illustrative Sensitivity Run-Rate Pro-Forma 2016 Net Income ($mm) 2016 Stand-Alone Net Income $ 3,673 $ 3,673 $ 3,673 $ 3,673 Synergies Pre Tax 0 250 500 800 Synergies After Tax 0 203 406 650 PF 2016 Net Income Adj. for Synergies ($mm) $ 3,673 $ 3,876 $ 4,079 $ 4,323 Pro-Forma Share Count 860 860 860 860 PF 2016 EPS Adj. for Synergies $4.27 $4.51 $4.75 $5.03 Mylan P/E Multiple P/E 13 x 13 x 13 x 13 x Pro-Forma Market Cap at Mylan P/E ($bn) $ 48 $ 50 $ 53 $ 56 Pro-Forma Value Per Share for Mylan ($bn) $ 56 $ 59 $ 62 $ 65 Implied Value to Perrigo Shareholders $203 $210 $217 $225 Blended P/E Multiple P/E 16 x 16 x 16 x 16 x Pro-Forma Market Cap at Blended P/E ($bn) $ 59 $ 62 $ 65 $ 69 Pro-Forma Value Per Share for Mylan ($bn) $ 68 $ 72 $ 76 $ 80 Implied Value to Perrigo Shareholders $232 $241 $250 $260 Perrigo P/E Multiple P/E 18 x 18 x 18 x 18 x Pro-Forma Market Cap at Perrigo P/E ($bn) $ 66 $ 70 $ 73 $ 78 Pro-Forma Value Per Share for Mylan ($bn) $ 77 $ 81 $ 85 $ 91 Implied Value to Perrigo Shareholders $252 $262 $271 $283 Note: This is a pro forma only, not a target or profit forecast. The pro forma is prepared on a fully synergized basis, although as previously
announced, synergies are expected to be realized over a four year
period. Nothing in this slide is intended to be a profit forecast. Pro forma values are illustrative only and any references to EPS, share price and P/E should not be treated as targets or profit forecasts. EPS, share price and P/E will not necessarily
change pursuant to the Perrigo transaction. Mylan and Perrigo Net
Income calculated as respective standalone adjusted diluted EPS times respective diluted shares outstanding. Mylan 2015 EPS represents the mid-point of the updated 2015 financial guidance range. Perrigo 2015 figures represent the mid-point of
2015 financial guidance ranges of $7.50-$8.00 based on Perrigo
8-K dated August 5, 2015. Adjusted diluted EPS is a non-GAAP financial measure. See Supplemental Materials for reconciliation of adjusted diluted EPS to the most directly comparable GAAP measure. Unaffected share price as of April 7, 2015
($59.57 for Mylan; $164.71 for Perrigo). Share price as of August 6,
2015 was $55.40 for Mylan and $188.24 for Perrigo. |
 Significant
and Sustained Value Creation for Shareholders Pro-Forma Value / Share
Today Assuming Illustrative 20% 2016E Net Income Growth
53
No Synergies Illustrative Sensitivity Run-Rate Pro-Forma 2016 Net Income ($mm) 2016 Stand-Alone Net Income $ 3,833 $ 3,833 $ 3,833 $ 3,833 Synergies Pre Tax 0 250 500 800 Synergies After Tax 0 203 406 650 PF 2016 Net Income Adj. for Synergies ($mm) $ 3,833 $ 4,036 $ 4,239 $ 4,483 Pro-Forma Share Count 860 860 860 860 PF 2016 EPS Adj. for Synergies ($mm) $4.46 $4.70 $4.93 $5.22 Mylan P/E Multiple P/E 13 x 13 x 13 x 13 x Pro-Forma Market Cap at Mylan P/E ($bn) $ 50 $ 52 $ 55 $ 58 Pro-Forma Value Per Share for Mylan ($bn) $ 58 $ 61 $ 64 $ 68 Implied Value to Perrigo Shareholders $208 $215 $222 $231 Blended P/E Multiple P/E 16 x 16 x 16 x 16 x Pro-Forma Market Cap at Blended P/E ($bn) $ 61 $ 65 $ 68 $ 72 Pro-Forma Value Per Share for Mylan ($bn) $ 71 $ 75 $ 79 $ 83 Implied Value to Perrigo Shareholders $239 $248 $256 $267 Perrigo P/E Multiple P/E 18 x 18 x 18 x 18 x Pro-Forma Market Cap at Perrigo P/E ($bn) $ 69 $ 73 $ 76 $ 81 Pro-Forma Value Per Share for Mylan ($bn) $ 80 $ 85 $ 89 $ 94 Implied Value to Perrigo Shareholders $260 $269 $279 $291 Note: This is a pro forma only, not a target or profit forecast. The pro forma is prepared on a fully synergized basis, although as previously
announced, synergies are expected to be realized over a four year period.
Nothing in this slide is intended to be a profit forecast. Pro forma values are illustrative only and any references to EPS, share price and P/E should not be treated as targets or profit forecasts. EPS, share price and P/E will not
necessarily change pursuant to the Perrigo transaction. Mylan and Perrigo
Net Income calculated as respective standalone adjusted diluted EPS times respective diluted shares outstanding. Mylan 2015 EPS represents the mid-point of the updated 2015 financial guidance range. Perrigo 2015 figures
represent the mid-point of 2015 financial guidance ranges of
$7.50-$8.00 based on Perrigo 8-K dated August 5, 2015. Adjusted diluted EPS is a non-GAAP financial measure. See Supplemental Materials for reconciliation of adjusted diluted EPS to the most directly comparable GAAP measure. Unaffected share
price as of April 7, 2015 ($59.57 for Mylan; $164.71 for Perrigo). Share
price as of August 6, 2015 was $55.40 for Mylan and $188.24 for Perrigo. |
 Significant
and Sustained Value Creation for Shareholders Analysts Value Mylan at $70 to
$80 / Ordinary Share Pro Forma for the Combination Analyst
Price Targets for Pro Forma Mylan Combined with Perrigo¹ ¹ Price targets assuming Mylan acquires Perrigo. Note: The information on this page is based on targets provided by various analysts. Sources include: Leerink April 09, 2015; RBC April 10, 2015;
Bernstein April 23, 2015; UBS April 09, 2015; JP Morgan April 24,
2015; Deutsche Bank April 24, 2015. 54
$80.00 $79.00 $75.00 $75.00 $75.00 $70.00 Leerink RBC Bernstein UBS JPM DB Median: $75.00 |
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55 Agenda Executive Summary Appendices: • Mylan’s Long-Standing Strategy and Track Record of Success • Perrigo is the Right Next Step to Execute Mylan’s Strategy • Attractive Financial Profile of Two Growth Companies • Significant and Sustained Value Creation for Mylan Shareholders • Clear Choice for Mylan Shareholders • Supplemental Materials |
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56
July 22 nd Earnings Call June 16 th Press Release Source: Abbott press releases and earnings call. “As both Mylan's largest shareholder and its partner through our continued manufacturing relationships, Abbott has considered the entire situation and we believe Mylan's standalone strategy and acquisition of Perrigo will further enhance its platform, is strategically compelling, value enhancing for shareholders, and offers a clear path to completion. In light of these factors, we will be voting in favor of the Perrigo transaction.“ ~ Miles D. White, CEO and Chairman of Abbott Laboratories, June 16, 2015 “I have a little bit of insight… I like the strategy that Mylan is pursuing and I support it and endorse it as a shareholder.
So from that perspective I think that this is right now as long as we are a shareholder we're going to vote in our interest and Mylan's interest because as shareholders it certainly directly impacts Abbott and I think what they're pursuing with their Perrigo acquisition is something we clearly endorse…
So I'd say we've put our interest where our best interests lie and that's to support Mylan's current strategy and current pursuit of Perrigo and we get to vote that ourselves independently. And I think it's important for not only our shareholders but the other Mylan shareholders to know that since we're the largest one and we get to make that decision.” ~ Miles D. White, CEO and Chairman of Abbott Laboratories, July 22, 2015 Abbott is Mylan’s Largest Shareholder with ~14% of Shares Outstanding. Miles White, the Company’s CEO and Chairman, Indicated His Admiration for and Support of the Transaction Clear Choice for Mylan Shareholders Mylan’s Largest Shareholder is Supportive of the Perrigo Transaction |
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“Mylan
is a good company, Perrigo is a good company. There are opportunities, but I don't want to make any specific comments about or speculate anything about the synergies that could be available between the two companies… As to the question about the potential for putting two companies together like a large OTC company and a large [global generics player], there is opportunity for synergies,
but I don't want to really speculate on anything specifically in terms of the match.” ~ Joe Papa, President, Chief Executive Officer and Chairman of Perrigo April 22, 2015 Question: “[Do]
you think there is any conceptual or strategic value in teaming up with a company like Mylan?” “Yes, I've said this publicly. I think Mylan is a good company, Perrigo is good company. I think Perrigo believes -- we believe we've got a very bright future as a stand-alone independent company. And I think as we see it, clearly there was some value a year ago, to be absolutely clear, as they were not inverted, Perrigo was, we didn't have the geographic footprint. They did have a big geographic footprint, so there is some strategic value.”
~ Joe Papa, President, Chief Executive Officer and Chairman of Perrigo, May 12, 2015 57 Clear Choice for Mylan Shareholders Both Parties Believe in the Strategic Rationale for a Potential Combination Even post announcement, Joe Papa has on a number of occasions stated publicly that he believes a potential combination could make strategic sense and create opportunities for synergies |
 58 PF Equity Value of Mylan Shares $19.9bn Equity Value of Mylan Shares $15.9bn PF Equity Value of Perrigo Shares $8.4bn Equity Value of Perrigo Shares $5.6bn Total PF Equity Value $28.3bn Total Equity Value $21.5bn Total Increase/(Decrease) in Equity Value 34% Total Increase/(Decrease) in Equity Value 2% Clear Choice for Mylan Shareholders Perrigo Transaction is in the Best Interest of All Mylan Shareholders Approve Acquisition of Perrigo Assumes PF Price of $75/Share for MYL and $247.50/Share for PRGO 2 1 Standalone Assumes Price of $60/Share for MYL and $164.71/Share for PRGO³ 2 Source: Bloomberg, Thomson Note: shares held are based on the most recently available data as of August 6, 2015 from Irish Rule 8 filings or U.S. 13-F filings as of August 6, 2015. 1 Represents top 12 shareholders of Mylan as of August 6, 2015. Equity value ownership based on Mylan and Perrigo share prices of $55.40 and $188.24, respectively, as of August 6, 2015. Unaffected share price as of April 7, 2015 ($58.10 for Mylan; $164.71 for Perrigo). ² Prices based on range of analyst price targets pro forma for Perrigo transaction. Implied Perrigo share price based on proposed offer of 2.3x Mylan ordinary shares per Perrigo ordinary share plus $75 / Perrigo ordinary share in cash. ³ Illustrative Mylan share price of $60 per ordinary share. Assumes Perrigo standalone April 7, 2015 undisturbed share price of $164.71. Total Mylan Shares Owned 265m Equity Value in Mylan as of August 6, 2015¹ $14.7bn Total Perrigo Shares Owned 34m Equity Value in Perrigo as of August 6, 2015¹ $6.4bn Total Current Equity Value $21.1bn Top 12 Shareholders Current Holdings |
 59 Source: Bloomberg, Thomson; shares held are based on the most recently available data as of August 6, 2015 from Irish Rule 8 filings or U.S. 13-F filings as of August 6, 2015 Note: Represents top 12 shareholders of Mylan as of August 6, 2015. Equity value ownership based on Mylan and Perrigo share prices of $55.40 and $188.24, respectively, as of August 6, 2015. Unaffected share price as of April 7, 2015 ($59.57 for Mylan; $164.71 for Perrigo). 1 Illustrative Mylan standalone range of $55 to $65 per ordinary share. 2 Assumes Perrigo standalone April 7, 2015 undisturbed share price of $164.71. 3 Illustrative Mylan share price of $65 per ordinary share pro forma for Perrigo transaction and share price range of $70 to $80 based on range of analyst price targets pro forma for Perrigo transaction. 4 Calculations based on proposed offer of 2.3x Mylan ordinary shares per Perrigo ordinary share plus $75 / Perrigo ordinary share in cash. Top 12 Mylan Shareholder Ownership MYL Shares Owned: 54% PRGO Shares Owned: 23% Clear Choice for Mylan Shareholders Perrigo Transaction is in the Best Interest of All Mylan Shareholders Standalone 1 Approve Acquisition of Perrigo 2 Increase in value of combined equity holdings from current Decrease in value of combined equity holdings from current Increase / (decrease) in value of combined equity holdings vs. current Illustrative MYL Share Price 1 $55.00 $60.00 $65.00 Mylan Share Price 3 $65.00 $70.00 $75.00 $80.00 PRGO Share Price 2 $164.71 $164.71 $164.71 PRGO Implied Share Price 4 $224.50 $236.00 $247.50 $259.00 Examples Below Based on Illustrative Stock Prices At Transaction Close Excluding Any Impact of Future M&A Activity |
 Clear Choice
for Mylan Shareholders Perrigo Transaction is in the Best Interest of All
Mylan Shareholders 60
35-45% Increase vs Current 5 35-45% Increase vs Current 5 30-35% Increase vs Current 5 30-35% Increase vs Current 5 20-30% Increase vs Current 5 20-30% Increase vs Current 5 10-20% Increase vs Current 5 10-20% Increase vs Current 5 0-10% Increase vs Current 5 0-10% Increase vs Current 5 5-10% Decrease vs Current 5 5-10% Decrease vs Current 5 0-5% Decrease vs Current 5 0-5% Decrease vs Current 5 Source: Bloomberg, Thomson; shares held are based on the most recently available data as of August 6, 2015 from Irish Rule 8 filings or U.S. 13-F filings as of August 6, 2015 Note: Represents top 12 shareholders of Mylan as of August 6, 2015. Unaffected share price as of April 7, 2015 ($59.57 for Mylan; $164.71 for Perrigo). Share price as of August 6, 2015 was $55.40 for Mylan and $188.24 for Perrigo. 1 Illustrative Mylan standalone range of $55 to $65 per ordinary share. 2 Assumes Perrigo standalone April 7, 2015 undisturbed share price of $164.71. 3 Illustrative Mylan share price of $65 per ordinary share pro forma for Perrigo transaction and share price range of $70 to $80 based on range of analyst price targets pro forma for Perrigo transaction. 4 Calculations based on proposed offer of 2.3x Mylan ordinary shares per Perrigo ordinary share plus $75 / Perrigo ordinary share in cash. 5 Current equity Value based on Mylan and Perrigo share prices of $55.40 and $188.24, respectively, as of August 6, 2015. Standalone 1 Approve Acquisition of Perrigo 2 Increase / (decrease) in value of combined equity holdings vs. current Equity Value Ownership ($mm) Equity Value Ownership ($mm) Illustrative MYL Share Price¹: $ 55.00 $ 60.00 $ 65.00 MYL Share Price 3 : $ 65.00 $ 70.00 $ 75.00 $ 80.00 Shareholders PRGO Share Price²: $ 164.71 $ 164.71 $ 164.71 PRGO Implied Offer Price 4 : $ 224.50 $ 236.00 $ 247.50 $ 259.00 Shareholder A Shareholder B Shareholder C Shareholder D Shareholder E Shareholder F Shareholder G Shareholder H Shareholder I Shareholder J Shareholder K Shareholder L Examples Below Based on Illustrative Stock Prices At Transaction Close Excluding Any Impact of Future M&A Activity |
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61 Clear Choice for Mylan Shareholders Further diversifies across product mix, geographies and operations Creates a paradigm shift in how we do business Creates a unique platform with the size and scale needed to allow us to accelerate our
leading position in our industry
Mylan has a strong track record of executing on acquisitions
Combination creates a global generics powerhouse
Significant and tangible operational synergies
Synergy guidance is at the very low end of precedents 1 Enhanced long-term growth and earnings for Mylan shareholders Blended P/E meaningfully higher than Mylan’s P/E Value creation for shareholders of both companies Clear choice is to vote in favor of Perrigo vs. standalone 1 See slide 15 for precedents. |
 62 Clear Choice for Mylan Shareholders - Voting Item Source: Mylan definitive proxy statement filed July 28, 2015 “No business will be voted on at the extraordinary general meeting except such
voting item as stated in the above-mentioned agenda.”
On August 28, Mylan Shareholders will vote on:
Approval of the acquisition of all or any portion of the ordinary
shares of Perrigo outstanding as of the consummation of the acquisition and the issuance of Mylan ordinary shares to Perrigo shareholders |
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Executive Summary Appendices: • Mylan’s Long-Standing Strategy and Track Record of Success • Perrigo is the Right Next Step to Execute Mylan’s Strategy • Attractive Financial Profile of Two Growth Companies • Significant and Sustained Value Creation for Mylan Shareholders • Clear Choice for Mylan Shareholders • Supplemental Materials 63 Agenda |
 Background on
Mylan Engagement with Perrigo Date
Spring 2014 Robert J. Coury, Executive Chairman of Mylan, engaged in discussions with Joseph C. Papa, President, Chief Executive Officer and Chairman of Perrigo, regarding a potential combination of Mylan and Perrigo. These discussions, like several similar earlier discussions ended without resulting in a transaction April 06, 2015 Mr. Coury, on behalf of Mylan, called Mr. Papa to discuss Mylan’s proposal to acquire Perrigo for $205 per ordinary share in a combination of cash and Mylan ordinary shares and explained to Mr. Papa that Mylan was seeking a friendly and cooperative transaction between Mylan and Perrigo Later that same day, Mr. Coury again spoke by telephone, requesting a meeting with Mr. Papa to discuss a potential acquisition of Perrigo by Mylan. Mr. Papa did not agree to a meeting April 08, 2015 Pursuant to advice by outside counsel, Mylan issued a public announcement pursuant to Rule 2.4 of the Irish Takeover Rules, in which Mylan stated it had made a proposal to acquire Perrigo for $205 per Perrigo ordinary share in cash and Mylan ordinary shares. In advance of the announcement, Mr. Coury spoke by telephone to Mr. Papa to notify him of Mylan’s intent to do so April 24, 2015 Mylan issued a public announcement pursuant to Rule 2.5 of the Irish Takeover Rules, setting forth its legally binding commitment to commence an offer to acquire all of the outstanding Perrigo ordinary shares for consideration per Perrigo ordinary share of (i) $60 in cash and (ii) 2.2 Mylan ordinary shares, which offer was fully financed, cash confirmed and not conditional on due diligence Later that same day, Perrigo issued another announcement rejecting the proposed acquisition, again without having engaged in any substantive discussions with Mylan about the acquisition April 29, 2015 The Mylan Board determined to increase Mylan’s offer, such that Perrigo shareholders would receive $75 in cash and 2.3 Mylan ordinary shares for each Perrigo ordinary share Later that same day, Perrigo issued another announcement rejecting the proposed acquisition, again without having engaged in any substantive discussions with Mylan about the acquisition June 09–10, 2015 Mr. Coury corresponded with Mr. Papa requesting a meeting to discuss the proposed acquisition of Perrigo Mr. Papa denied Mr. Coury’s request,
stating that, as Perrigo had previously indicated, the Perrigo Board did not believe there was any reason for a meeting at the present time June 12-13, 2015 Goldman Sachs, financial advisors to Mylan, called a representative of Morgan Stanley, financial advisors to Perrigo, by telephone requesting meeting between the two companies to discuss the proposed acquisition, which was again denied. Events Source: Mylan Schedule 14A, filed with the SEC on July 28, 2015 64 |
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Mylan: Reconciliation of Non-GAAP Metrics
(Unaudited; USD in millions)
Year Ended December 31, 2014 2013 2012 2011 2010 2009 2008 GAAP total revenues $ 7,720 $ 6,909 $ 6,796 $ 6,130 $ 5,451 $ 5,093 $ 5,138 Exclusion of revenue from sale of Bystolic — — — — — — (468 Acceleration of deferred revenue — — — — — (29 — Restructuring and other special items — — — — — (2 — Adjusted total revenues $ 7,720 $ 6,909 $ 6,796 $ 6,130 $ 5,451 $ 5,062 $ 4,670 65 (Unaudited; USD in millions) Year Ended December 31, 2014 2013 2012 2011 2010 2009 2008 GAAP income tax expense (benefit) $ 41 $ 121 $ 161 $ 116 $ 10 $ (21 $ 129 Tax effect of adjustments to pre-tax income and other income tax related items (432 (260 (216) (198) (253) (273 (31 Adjusted income tax expense $ 473 $ 381 $ 377 $ 314 $ 263 $ 252 $ 160 GAAP (earnings) loss attributable to the noncontrolling interest $ (4 $ (3 $ (2) $ — $ — $ (15 $ 4 Restructuring and other special items — — — — — 10 — Adjusted (earnings) loss attributable to the noncontrolling interest $ (4 $ (3 $ (2) $ — $ — $ (5 $ 4 Adjusted pre-tax income $ 1,893 $ 1,523 $ 1,466 $ 1,208 $ 970 $ 840 $ 539 Adjusted income tax expense (473 (381 (377) (314) (263) (252 (160 Less: Preferred Dividend — — — — — — (139 Adjusted (earnings) loss attributable to the noncontrolling interest (4 (3 (2) (1) — (5 4 Adjusted net income $ 1,416 $ 1,139 $ 1,087 $ 893 $ 707 $ 583 $ 244 Diluted shares 398 394 420 439 313 307 304 Add: If-converted shares — — — — 125 143 — Adjusted diluted shares 398 394 420 439 438 450 304 Adjusted diluted earnings per share $ 3.56 $ 2.89 $ 2.59 $ 2.04 $ 1.61 $ 1.30 $ 0.80 |
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Mylan: Reconciliation of Non-GAAP Metrics
The reconciliation below is based on management's estimate of adjusted net earnings and adjusted diluted EPS for the twelve months ending December 31, 2015. Mylan expects certain known GAAP amounts for 2015, as presented in the reconciliation below. Other GAAP charges, including those related to potential litigation, asset impairments and restructuring programs that would be excluded from the adjusted results are possible, but their amounts are dependent on numerous factors that we currently cannot ascertain with sufficient certainty or are presently unknown. These GAAP charges are dependent upon future events and valuations that have not yet occurred or been performed. The unaudited forecasted amounts presented below are stated in millions, except for earnings per share data. 66 Twelve Months Ended December 31, 2015 Lower Upper GAAP net earnings attributable to Mylan N.V. and GAAP diluted EPS $ 1,055
$ 2.11 $ 1,080 $ 2.16 Purchase accounting related amortization 820 850 Interest expense, primarily amortization of convertible debt discount 70 80 Non-cash accretion of contingent consideration liability 35 40 Pre-tax loss of clean energy investments 80 100 Litigation settlements, net 17 17 Financing related 35 40 Restructuring, acquisition and other special items 325 375 Tax effect of the above items and other income tax related items (362) (407) Adjusted net earnings attributable to Mylan N.V. and adjusted diluted EPS $ 2,075 $ 4.15 $ 2,175 $ 4.35 |
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Mylan: Reconciliation of Non-GAAP Metrics
(Unaudited; USD in millions)
Twelve Months Ended December 31, 2015 Lower Upper GAAP net earnings $ 1,005 $ 1,080 Add adjustments: Net contribution attributable to the noncontrolling interest and equity method investees
80 100 Income taxes 245 300 Interest expense 285 335 Depreciation and amortization 1,000 1,090 EBITDA $ 2,615 $ 2,905 Add adjustments: Stock-based compensation expense 65 90 Restructuring & other special items 200 260 Other expense, net 20 45 Adjusted EBITDA $ 2,900 $ 3,300 67 |
 Source:
Perrigo investor presentation dated April 21, 2015 “Perrigo Fiscal 2015 Third Quarter Earnings Slides” 1 Amounts may not sum or cross-foot due to rounding. 2 Ratios calculated using exact numbers. ³ Non-GAAP guidance for calendar 2015 excludes amortization of intangibles, restructuring, and unusual litigation
charges, along with transaction and financing costs related to the Omega
Pharma Invest NV (“Omega”) acquisition. At this time, a reconciliation to GAAP
earnings per share guidance for calendar 2015 is not available without unreasonable effort. The Company expects that the unavailable reconciling items,which primarily include the amortization of intangibles and non-cash charges related to Omega,
along with other expenses not related to our core operations, which may be
related to the integration of Omega, the Company’s change in fiscal year and a recent indication of interest for the acquisition of the Company, could significantly impact its financial results. 4 D&A includes $502.2mm of depreciation and amortization net of acquisition related amortization expenses within cost of goods sold ($395.5mm),
selling costs ($22.4mm) and administration costs
($6.2mm). Perrigo Reconciliation of Non-GAAP Measures
Calendar Year 2014 Actuals and 2015 Guidance
68
Twelve Months Ended December 31, 2014
(in millions except per share)
(unaudited) GAAP (1) Non-GAAP Adjustments (1) As Adjusted (1) Consolidated Net sales $ 4,171.6 $ – $ 4,171.6 Cost of sales 2,735.3 395.5 (a) 2,339.7 Gross profit $ 1,436.3 $ 395.5 $ 1,831.9 (a) Acquisition-related amortization expense Operating expenses (b) Distribution 57.2 – 57.2 Research and development 172.6 10.0 (b) 162.6 (c) Selling 206.4 22.4 (a) 184.0 Administration 343.7 44.8 (a,c,d,e,f) 298.9 (d) Write-up of contingent Restructuring 34.1 34.1 (g) – (e) Total operating expenses $ 814.0 $ 111.3 $ 702.7 (f) Loss contingency accrual of $15.0 million Operating income $ 622.3 506.8 1,129.2 (g) Interest expense, net 109.2 5.0 (h) 104.2 Other expense, net 69.3 63.6 (I,j,k) 5.7 (h) Loss on sale of investment 12.7 12.7 – (i) Loss on extinguishment of debt 9.6 9.6 (l) – Income before income taxes 421.5 597.7 1,019.3 (j) Income tax expense 75.2 101.5 (m) 176.6 Net income $ 346.3 $ 496.2 $ 842.7 (k) Diluted earnings per share 2.57 6.27 Diluted weighted average shares outstanding 135.0 (0.6) (n) 134.4 (l) Selected ratios as a percentage of net sales (2) Distribution, selling, and adminstrative 14.6% 12.9% (m) Tax effect of non-GAAP adjustments Research and development 4.1% 3.9% (n) Operating income 14.9% 27.1% Effective tax rate 17.8% 17.3% Calculation of adjusted diluted EPS guidance growth Calendar Year 2014 adjusted diluted EPS $ 6.30 Calendar Year 2015 adjusted diluted EPS range (3) $ 7.50 - 8.00 % change 20% - 28% Calculation of adjusted EBITDA calculation Calendar Year 2015 net sales range (3) $ 5,400 - 5,700 Calendar Year 2015 adjusted operating margin (3) 27.0% Implied Calendar Year 2015 adjusted operating margin 1,458 - 1,539 Calendar Year 2014 D&A (4) $ 78.1 Calendar Year 2014 D&A margin 1.9% Implied Calendar Year 2015 adjusted EBITDA margin 28.9% Weighted average effect of 6.8 million shares issued on November 26, 2014 to finance the pending Omega acquisition Income of $12.5 million from transfer of a rights agreement Bridge fees and extinguishment of debt in connection with Omega financing R&D payment of $10.0 million made in connection with collaborative arrangement Acquisition and integration-related charges totaling $15.8 million related primarily to Omega and Elan Restructuring and other integration-related charges due primarily to Elan Omega financing fees Elan equity method investment losses totaling $11.4 million Loss on derivatives associated with the pending Omega acquisition totaling $64.7 million Litigation settlement of $2.0 million |
 Twelve
Months Ended December 27, 2013
(in millions, except per share amounts)
(unaudited) GAAP (1) Non-GAAP Adjustments (1) As Adjusted (1) Consolidated (a) Acquisition-related amortization expense Net sales $ 3,799.4 $ – $ 3,799.4 (b) Cost of sales 2,394.8 105.4 (a,b) 2,289.5 Gross profit $ 1,404.6 $ 105.4 $ 1,509.9 (c) Operating expenses Distribution 52.3 – 52.3 Research and development 129.2 – 129.2 (d) Litigation settlement of $2.5 million Selling 203.1 21.9 (a) 181.3 (e) Administration 360.1 110.2 (a,c,d,e,f) 249.8 Write-off of in-process research and development 15.0 15.0 (g) – Restructuring 19.9 19.9 (h) – (f) Total operating expenses $ 779.6 $ 167.2 $ 612.5 Operating income 625.0 272.5 897.4 (g) Interest expense, net 85.8 11.8 (i) 74.1 Other expense, net 6.0 1.8 (I,j) 4.2 (h) Loss on sale of investment 1.6 1.6 – (i) Loss on extinguishment of debt 165.8 165.8 – (j) Income before income taxes 365.8 453.4 819.2 Income tax expense 110.1 97.8 (k) 207.9 Net income $ 255.8 $ 355.6 $ 611.4 (k) Diluted earnings per share $ 2.67 $ $ 6.38 Diluted weighted average shares outstanding 95.9 95.9 Selected ratios as a percentage of net sales (2) Gross profit 37.0% 39.7% Operating expenses 20.5% 16.1% Operating income 16.4% 23.6% Escrow settlement of $2.5 million related to the Sergeant's acquisition Acquisition and other integration-related charges totaling $111.8 million, due primarily to Elan Inventory step-up of $3.1 million Elan transaction costs Write-off of IPR&D related to the Paddock and Rosemont acquisitions Restructuring charges related primarily to Elan Omega financing fees Write-off of contingent consideration of $4.9 million related to the Fera acquisition Tax effect of non-GAAP adjustments Losses on Elan equity method investments of $1.3 millionLoss on derivatives associated with the pending Omega acquisition totaling $64.7 million Perrigo Reconciliation of Non-GAAP Measures Calendar Year 2013 Source: Perrigo 8-K dated April 21, 2015 , exhibit 99.1 regarding recast of historical numbers in calendar year
1 Amounts may not sum or cross-foot due to rounding. 2 Ratios calculated using exact numbers. 69 |
 Perrigo
Reconciliation of Non-GAAP Measures Calendar Year 2012
Source: Perrigo 8-K dated April 21, 2015 , exhibit 99.1 regarding recast of
historical numbers in calendar year 1
Amounts may not sum or cross-foot due to rounding.
2 Ratios calculated using exact numbers. 70 Twelve Months Ended December 29, 2012 (in millions, except per share amounts) (unaudited) GAAP (1) Non-GAAP Adjustments (1) As Adjusted (1) Consolidated Net sales $ 3,262.6 $ – $ 3,262.6 Cost of sales 2,096.9 63.5 (a,b) 2,033.4 Gross profit $ 1,165.7 $ 63.5 $ 1,229.2 Operating expenses Distribution $ 42.3 $ – $ 42.3 Research and development 110.7 0.8 (c) 110.0 Selling 154.6 19.6 (a) 135.0 Administration 221.7 5.3 (a,d,e) 216.4 Restructuring 8.8 8.8 (f) – Total operating expenses $ 538.1 $ 34.5 $ 503.7 Operating income 627.5 98.0 725.5 Interest expense, net 63.8 – 63.8 Other expense, net (4.5) – (4.5) Loss on sale of investment 3.0 3.0 – Income from continuing operations before income taxes 565.2 101.0 666.2 Income tax expense 130.9 34.1 (g) 165.0 Income from continuing operations $ 434.3 $ 66.9 $ 501.2 Diluted earnings per share from continuing operations $ 4.60 $ 5.31 Diluted weighted average shares outstanding 94.4 94.4 Selected ratios as a percentage of net sales (2) Gross profit 35.7% 37.7% Operating expenses 16.5% 15.4% Operating income 19.20% 22.2% (a) Acquisition-related amortization expense (b) Inventory step-up of $7.7 million (c) Net charge related to acquired R&D and proceeds from sale of IPR&D projects
(d) Acquisition costs of $2.3 million
(e) Severance costs of $1.5 million
(f) Restructuring charges
(g) Tax effect of non-GAAP adjustments |
 Perrigo
Reconciliation of Non-GAAP Measures Calendar Year 2011
Source: Perrigo press releases dated February 7, 2012, October 27, 2011, August 16,
2011, and May 8, 2012 71
Consolidated Net sales $ 691,563 $ - $ 691,563 $ 704,629 $ – $ 704,629 $ 725,295 $ – $ 725,295 $ 838,170 $ – $ 838,170 Cost of sales 452,429 7,703 (a) 444,726 462,295 8,392 (a) 453,903 497,716 42,362 (a,f) 455,354 543,295 12,931 (a) 530,364 Gross profit $ 239,134 $ 7,703 $ 246,837 $ 242,334 $ 8,392 $ 250,726 $ 227,579 $ 42,362 $ 269,941 $ 294,875 $ 12,931 $ 307,806 Operating expenses Distribution $ 8,525 $ - $ 8,525 $ 8,962 $ – $ 8,962 $ 10,264 $ – $ 10,264 $ 9,095 $ – $ 9,095 Research and development 23,511 - 23,511 23,408 - 23,408 19,638 (3,500) (g) 23,138 31,148 – 31,148 Selling and administration 84,185 5,095 (a,b) 79,090 85,645 4,854 (a,d) 80,791 96,125 13,620 (a,h) 82,505 93,964 5,428 (a,i) 88,536 Restructuring - - 1,033 1,033 (e) – Total operating expenses $ 116,221 $ 5,095 $ 111,126 $ 119,048 $ 5,887 $ 113,161 $ 126,027 $ 10,120 $ 115,907 $ 134,207 $ 5,428 $ 128,779 Operating income 122,913 12,798 135,711 123,286 14,279 137,565 101,552 52,482 154,034 160,668 18,359 179,029 Interest, net 10,915 - 10,915 10,594 – 10,594 12,570 – 12,570 15,641 – 15,641 Other (income) expense, net (753) - (753) (716) – (716) 229 – 229 752 – 752 Loss on sale of investment - - – Pre-tax income $ 112,751 $ 12,798 $ 125,549 $ 113,408 $ 14,279 $ 127,687 $ 88,753 $ 52,482 $ 141,235 $ 144,275 $ 18,359 $ 162,634 Income tax expense 21,220 4,117 (c) 25,337 27,838 4,431 (c) 32,269 18,295 19,620 (c) 37,915 44,536 5,667 (c) 50,203 Net income $ 91,531 $ 8,681 $ 100,212 $ 85,570 $ 9,848 $ 95,418 $ 70,458 $ 32,862 $ 103,320 $ 99,739 $ 12,692 $ 112,431 Diluted EPS $ 0.98 $ 1.07 $ 0.91 $ 1.02 $ 0.75 $ 1.10 $ 1.06 $ 1.20 Diluted weighted average shares outstanding 93,549 93,549 93,853 93,853 93,953 93,953 94,043 94,043 Effective tax rate 18.8% 20.2% 24.5% 25.3% 20.6% 26.8% 30.9% 30.9% Gross margin 34.6% 35.7% 34.4% 35.6% 31.4% 37.2% 35.2% 36.7% Operating margin 17.8% 19.6% 17.5% 19.5% 14.0% 12.2% 19.2% 21.4% (a) Deal-related amortization (f) Inventory step-up of $27,179 Q1 Diluted EPS As Adjusted $ 1.07 (b) Acquisition-related costs of $1,095 (g) Q2 Diluted EPS As Adjusted 1.02 (c) Total tax effect for non-GAAP pre-tax adjustments (h) Acquisition and severance costs of $8,782 Q3 Diluted EPS As Adjusted 1.10 (d) Acquisition costs of $832 (i) Severance costs of $599 Q4 Diluted EPS As Adjusted 1.20 (e) Restructuring charges related to Florida $ 4.39 2011 Calendar Year EPS as Adjusted (in thousands, except per share amounts) (unaudited) As Adjusted As Adjusted GAAP Non-GAAP Adjustments As Adjusted GAAP Non-GAAP Adjustments GAAP Non-GAAP Adjustments As Adjusted GAAP Non-GAAP Adjustments Three Months Ended March 26, 2011 June 25, 2011 September 24, 2011 December 31, 2011 Calculation of calendar year 2011 adjusted diluted EPS Proceeds from sale of piprline development projects |
 Perrigo
Reconciliation of Non-GAAP Measures Calendar Year 2010
Source: Perrigo press releases dated February 1, 2011, November 2, 2010, August 12,
2010, and April 29, 2010 1
Amortization of acquired intangible assets related to business combinations and asset
acquisitions. 2
Net of taxes. 3 Not tax affected. 72 Net sales $ 538,306 $ 619,395 $ 641,322 Net sales $ 717,515 $ – $ 717,515 Cost of sales – – – Cost of sales 468,015 7,394 460,621 Reported gross profit $ 185,866 $ 199,211 $ 213,954 Gross Profit $ 249,500 $ 7,394 (a) $ 256,894 Deal-related amortization (1) – – 7,174 Distribution 8,864 – 8,864 Inventory step-ups 322 9,873 Research and development 24,604 – 24,604 Adjusted gross profit $ 186,188 $ 209,084 $ 221,128 Selling and administration 83,793 5,296 (a,b) 78,497 Adjusted gross profit % 34.6% 33.8% 34.5% Total $ 117,261 $ 5,296 $ 111,965 Reported operating expenses $ 98,559 $ 121,660 $ 102,187 Operating Income $ 132,239 $ 12,690 $ 144,929 Acquisition costs (3,052) (5,137) – Interest, net $ 10,716 $ – $ 10,716 Restructuring charges (7,474) (2,049) – Other income, net $ (633) $ – $ (633) Deal-related amortization (1) – – (4,113) Income from continuing operations before income taxes $ 122,156 $ 12,690 $ 134,846 Write-offs of in-process R&D – (5,000) – Income tax expense 32,377 4,087 (c) 36,464 Adjusted operating expenses $ 88,033 $ 109,474 $ 98,074 Reported income from continuing operations $ 89,779 $ 8,603 $ 98,382 Adjusted operating expense % 16.4% 17.7% 15.3% Diluted earnings per share from continuing operations $ 0.96 $ – $ 1.05 Reported operating income $ 87,307 $ 77,551 $ 111,767 Diluted weighted average shares outstanding 93,363 – 93,363 Deal-related amortization (1) – – 11,287 Inventory step-ups 322 9,873 – (a) Deal-related amortization Write-offs of in-process R&D – 5,000 – (b) Acquisition costs of $1,315 Restructuring charges 7,474 2,049 – (c) Total tax effect for non-GAAP pretax adjustments Acquisition costs 3,052 5,137 – Adjusted operating income $ 98,155 $ 99,610 $ 123,054 Adjusted operating income % 18.2% 16.1% 19.2% Reported interest and other, net $ – $ 11,063 $ – Acquisition costs – (2,800) – Calculation of calendar year 2010 adjusted diluted EPS Adjusted interest and other, net $ – $ 8,263 $ – Q1 Diluted EPS As Adjusted $ 0.76 Reported income from continuing operations $ 60,138 $ 49,698 $ 73,678 Q2 Diluted EPS As Adjusted 0.71 Deal-related amortization (1,2) – – 7,672 Q3 Diluted EPS As Adjusted 0.87 Inventory step-ups (2) 241 6,159 – Q4 Diluted EPS As Adjusted 1.05 Restructuring charges- Florida (2) 431 – – 2010 Calendar Year EPS as Adjusted $ 3.39 Restructuring charges - Germany (3) 6,775 2,049 – Acquisition costs - Orion (3) 600 – – Acquisition costs - PBM (2) 2,033 5,119 – Write-offs of in-process R&D (2) – 3,170 – Adjusted Income from continuing operations $ 70,218 $ 66,195 $ 81,350 Diluted earnings per share from continuing operations Reported $ 0.65 $ 0.53 $ 0.79 Adjusted 0.76 0.71 0.87 Diluted weighted average shares outstanding 92,589 92,948 93,269 GAAP Non-GAAP Adjustments As Adjusted Three Months Ended December 25, 2010 March 27, 2010 June 26, 2010 September 25, 2010 (in thousands, except per share & amounts) (unaudited) Three Months Ended |
 Perrigo
Reconciliation of Non-GAAP Measures Calendar Year 2009
Source: Perrigo press releases dated February 2, 2010, November 2, 2009, August 18,
2009, and May 7, 2009 1
Amortization of acquired intangible assets related to business combinations and asset
acquisitions. 2
Net of taxes. 3 Not tax affected. 73 (in millions, except per share amounts) (unaudited) Calculation of calendar year 2008 adjusted diluted EPS Net sales $ 503,707 $ 500,201 $ 480,236 $ 561,477 Q1 Diluted EPS As Adjusted $ 0.47 Reported gross profit $ 157,946 $ 144,934 $ $ 154,303 Q2 Diluted EPS As Adjusted 0.39 Inventory step-up - Unico – – – 1,062 Q3 Diluted EPS As Adjusted 0.41 Inventory step-up - Diba – – – 767 Q4 Diluted EPS As Adjusted 0.46 Inventory step-up - JBLabs – – – 358 2008 Calendar Year EPS as Adjusted $ 1.73 Inventory step-up - Galpharm – 2,878 – – Inventory step-up 2,878 – – – Impairment of fixed assets – 10,346 – 1,600 Adjusted gross profit $ 160,824 $ 158,158 $ – $ 158,090 Adjusted gross profit % 31.9% 31.6% – 28.2% Reported operating income $ 59,687 $ 41,837 $ 58,681 $ 60,674 Inventory step-up - Unico – – – 1,062 Inventory step-up - Diba – – – 767 Inventory step-up - JBLabs – – 358 Inventory step-up - Galpharm – 2,878 – – Inventory step-up 2,878 – – Impairment of fixed assets – 10,346 – 1,600 Restructuring costs - West Coast – 143 – Restructuring costs - United Kingdom – 1,821 – – Restructuring 348 – – – Loss on asset exchange – – 639 – Write-off of in-process R&D 2,786 – – 279 Adjusted operating income $ 65,699 $ 57,025 $ 59,320 $ 64,740 Adjusted operating income % 13.0% 11.4% 12.4% 11.5% Reported net income 39,967 27,498 37,958 24,993 Inventory step-up - Unico(1) – – – 645 Inventory step-up - Diba (1) – – – 552 Inventory step-up - JB Labs – – – 229 Inventory step-up - Galpharm (1) – 2,072 – – Inventory step-up (1) 2,072 – – – Impairment of intangible asset (1) – 6,518 – 992 Loss on asset exchange (1) – – 639 – Restructuring costs - West Coast (1) 219 90 – – Restructuring costs - United Kingdom (1) – 1,311 – – Write-off of in-process R&D - Galpharm acquisition (1) 2,006 – – – – – – 201 Investment impairment (2) – – – 15,104 Adjusted net income $ 44,264 $ 37,489 $ 38,597 $ 42,716 Diluted earnings per share – – – – Reported $ 0.42 $ 0.29 $ 0.40 $ 0.27 Adjusted 0.47 0.39 0.41 0.46 Diluted weighted average shares outstanding 94,955 95,076 94,568 93,587 March 29, 2008 June 28, 2008 September 27, 2008 December 27, 2008 Three Months Ended Write-off of in-process R&D Diba acquisition (1) |
 Perrigo
Reconciliation of Non-GAAP Measures Calendar Year 2008
Source: Perrigo press releases dated February 3, 2009, November 6, 2008, August 18,
2008, and May 6, 2008 (1)
Net of taxes. (2) Not tax affected. 74 (in millions, except per share amounts) (unaudited) Calculation of calendar year 2008 adjusted diluted EPS $ 503,707 $ 500,201 $ 480,236 $ 561,477 Q1 Diluted EPS As Adjusted $ 0.47 $ 157,946 $ 144,934 $ $ 154,303 Q2 Diluted EPS As Adjusted 0.39 – – – 1,062 Q3 Diluted EPS As Adjusted 0.41 – – – 767 Q4 Diluted EPS As Adjusted 0.46 – – – 358 2008 Calendar Year EPS as Adjusted $ 1.73 – 2,878 – – 2,878 – – – – 10,346 – 1,600 $ 160,824 $ 158,158 $ – $ 158,090 31.9% 31.6% – 28.2% $ 59,687 $ 41,837 $ 58,681 $ 60,674 – – – 1,062 – – – 767 – – 358 – 2,878 – – 2,878 – – – 10,346 – 1,600 – 143 – – 1,821 – – 348 – – – – – 639 – 2,786 – – 279 $ 65,699 $ 57,025 $ 59,320 $ 64,740 13.0% 11.4% 12.4% 11.5% 39,967 27,498 37,958 24,993 – – – 645 – – – 552 – – – 229 – 2,072 – – 2,072 – – – – 6,518 – 992 – – 639 – 219 90 – – – 1,311 – – 2,006 – – – – – – 201 – – – 15,104 $ 44,264 $ 37,489 $ 38,597 $ 42,716 – – – – $ 0.42 $ 0.29 $ 0.40 $ 0.27 0.47 0.39 0.41 0.46 94,955 95,076 94,568 93,587 March 29, 2008 June 28, 2008 September 27, 2008 December 27, 2008 Three Months Ended Reported gross profit Inventory step-up - Unico Inventory step-up - Diba Inventory step-up - JBLabs Inventory step-up - Galpharm Inventory step-up Impairment of fixed assets Adjusted gross profit Adjusted gross profit % Reported operating income Inventory step-up - Unico Inventory step-up - Diba Inventory step-up - JBLabs Inventory step-up - Galpharm Inventory step-up Impairment of fixed assets Restructuring costs - West Coast Restructuring costs - United Kingdom Restructuring Loss on asset exchange Write-off of in-process R&D Adjusted operating income Adjusted operating income % Reported net income Inventory step-up - Unico(1) Inventory step-up - Diba (1) Inventory step-up - JB Labs Inventory step-up - Galpharm (1) Inventory step-up (1) Impairment of intangible asset (1) Loss on asset exchange (1) Restructuring costs - West Coast (1) Restructuring costs - United Kingdom (1) Investment impairment (2) Adjusted net income Diluted earnings per share Reported Adjusted Diluted weighted average shares outstanding Net sales Write-off of in-process R&D - Galpharm acquisition (1) Write-off of in-process R&D Diba acquisition (1) |