Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Horizon Therapeutics Public Ltd Co | d696105d8k.htm |
| EX-10.1 - EX-10.1 - Horizon Therapeutics Public Ltd Co | d696105dex101.htm |
| EX-99.1 - EX-99.1 - Horizon Therapeutics Public Ltd Co | d696105dex991.htm |
 Horizon Pharma,
Inc. NASDAQ: HZNP
NASDAQ: HZNP
March
19
,
2014
Filed under Rule
14a-12 of the Securities Exchange Act of 1934
Filing by: Horizon Pharma, Inc.
Subject Company: Horizon Pharma, Inc.
SEC File No. of Horizon Pharma, Inc.: 001-35238
The following is a slide presentation relating to the proposed
transactions
described
therein
that
was
made
available
beginning
on
March 19, 2014.
Exhibit 99.2
th |
 A
Transformational Combination
Horizon Pharma plc |
 Forward-Looking Statements
3
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995 This presentation contains forward-looking statements, including, but not
limited to, statements related to the anticipated consummation of the business
combination transaction between Horizon Pharma and Vidara Therapeutics and the timing and
benefits thereof, the combined company’s strategy, plans, objectives, expectations
(financial or otherwise) and intentions, future financial results and growth potential,
anticipated product portfolio, development programs and management structure, and other
statements that are not historical facts. These forward-looking statements are based
on Horizon Pharma’s current expectations and inherently involve significant risks
and uncertainties. Actual results and the timing of events could differ materially from those
anticipated in such forward looking statements as a result of these risks and uncertainties,
which include, without limitation, risks related to Horizon Pharma’s ability to
complete the transaction on the proposed terms and schedule; risks associated with business
combination transactions, such as the risk that the businesses will not be integrated
successfully, that such integration may be more difficult, time-consuming or costly
than expected or that the expected benefits of the transaction will not occur; risks related to
future opportunities and plans for the combined company, including uncertainty of the expected
financial performance and results of the combined company following completion of the
proposed transaction; disruption from the proposed transaction, making it more
difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the calculations of
and factors that may impact the calculations of, the acquisition price in connection with the
proposed merger and the allocation of such acquisition price to the net assets acquired
in accordance with applicable accounting rules and methodologies; and the possibility
that if the combined company does not achieve the perceived benefits of the proposed transaction as rapidly or to the
extent anticipated by financial analysts or investors, the market price of the combined
company’s shares could decline, as well as other risks related to Horizon
Pharma’s business, including Horizon Pharma’s dependence on sales of DUEXIS and VIMOVO and its
ability to increase sales of its DUEXIS, VIMOVO and RAYOS/LODOTRA products; competition,
including potential generic competition; the ability of Horizon Pharma to protect its
intellectual property and defend its patents; regulatory obligations and oversight; and
those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in Horizon Pharma's SEC
filings and reports, including in its Annual Report on Form 10-K for the year ended
December 31, 2013. Horizon Pharma undertakes no duty or obligation to update any
forward-looking statements contained in this presentation as a result of new information,
future events or changes in its expectations.
|
 Forward-Looking Statements
4
Additional Information and Where to Find It
In connection with the proposed transaction, Horizon Pharma and Vidara Therapeutics will be
filing documents with the SEC, including the filing by Horizon Pharma of a preliminary
and definitive proxy statement/prospectus relating to the proposed transaction and the
filing by Vidara Therapeutics of a registration statement on Form S-4 that will include the proxy
statement/prospectus relating to the proposed transaction. After the registration
statement has been declared effective by the SEC, a definitive proxy
statement/prospectus will be mailed to Horizon Pharma stockholders in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT
ON FORM S-4 AND THE RELATED PRELIMINARY AND DEFINITIVE PROXY/PROSPECTUS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HORIZON PHARMA,
Vidara THERAPEUTICS AND THE PROPOSED TRANSACTION. Investors and security holders
may obtain free copies of these documents (when they are available) and other related documents filed with the
SEC at the SEC’s web site at www.sec.gov, by directing a request to Horizon Pharma’s
Investor Relations department at Horizon Pharma, Inc., Attention: Investor Relations,
520 Lake Cook Road, Suite 520, Deerfield, IL 60015 or to Horizon Pharma’s Investor
Relations department at 224-383-3000 or by email to
investor-relations@horizonpharma.com. Investors and security holders may obtain
free copies of the documents filed with the SEC on Horizon Pharma’s website at www.horizonpharma.com under the
heading “Investors” and then under the heading “SEC Filings.” Horizon
Pharma and its directors and executive officers and Vidara Therapeutics and its directors and executive officers may be
deemed participants in the solicitation of proxies from the stockholders of Horizon Pharma in
connection with the proposed transaction. Information regarding the special
interests of these directors and executive officers in the proposed transaction will be
included in the proxy statement/prospectus described above. Additional information
regarding the directors and executive officers of Horizon Pharma is also included in
Horizon Pharma’s Annual Report on Form 10-K for the year ended December 31, 2013, which
was filed with the SEC on March 13, 2014. These documents are available free of charge
at the SEC’s web site at www.sec.gov and from Investor Relations at Horizon Pharma
as described above.
This communication does not constitute an offer to sell, or the solicitation of an offer to
sell, or the solicitation of an offer to subscribe for or buy, any securities nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
For full prescribing information refer to product websites.
|
 Note Regarding
Use of Non-GAAP Financial Measures 5
Horizon Pharma provides non-GAAP net income (loss) and net income (loss) per share
financial measures that include adjustments to GAAP figures. These adjustments to
GAAP exclude non-cash items such as stock compensation and depreciation and
amortization, non-cash interest expense, and other non-cash charges. Certain one-time or substantive
events may also be included in the non-GAAP adjustments periodically when their magnitude
is significant within the periods incurred. EBITDA, or earnings before
interest, taxes, depreciation and amortization, is also used and provided by
Horizon Pharma as a non-GAAP financial measure. Horizon Pharma believes that these
non-GAAP financial measures, when considered together with the GAAP figures, can
enhance an overall understanding of Horizon Pharma’s financial
performance. The non-GAAP financial measures are included with the intent of
providing investors with a more complete understanding of operational results and
trends. In addition, these non-GAAP financial measures are among the indicators
Horizon Pharma’s management uses for planning and forecasting purposes and measuring
Horizon Pharma’s performance. These non-GAAP financial measures should
be considered in addition to, and not as a substitute for, or superior to, financial
measures calculated in accordance with GAAP. The non-GAAP financial measures used by
Horizon Pharma may be calculated differently from, and therefore may not be
comparable to, non-GAAP financial measures used by other companies. |
 •
Accelerates Horizon’s transformation into a profitable, specialty pharma company
-
Expands
and
diversifies
our
revenue
base
with
the
addition
of
ACTIMMUNE
®
,
which
realized
$58.9
million
in
net
revenues
in
2013
-
Expected
pro
forma
combined,
full
year
2014
revenues
of
$250
to
$265
million
and
adjusted
EBITDA
of
$65
to
$75
million
(1)
-
Accretive
to
full
year
2014
GAAP
and
non-GAAP
pro
forma
earnings
(1)
•
Complements our business model of targeted promotion to specialist and primary
care physicians
•
Further enhances our leverage with distribution partners and managed care
•
Enhances our ability to drive continued organic growth
-
Optimize value based on understanding of the market and managed care
-
Minimize patient out of pocket costs
•
Facilitates our acquisition strategy
Acquisition Rationale
6
(1) Assuming transaction related expenses are excluded |
 7
Portfolio & Financial
Portfolio & Financial
Guidance
Guidance
Shareholder Votes
Shareholder Votes
Combined Company
Combined Company
Ownership
Ownership
•
Horizon –
~74%; Vidara –
~26%
•
Approximately 122 million fully-diluted shares at closing
•
Four products marketed in the U.S.
•
$250
-
$265
million
in
pro
forma
combined,
full
year
2014
revenues
•
$65
-
$75
million
in
pro
forma
combined,
full
year
2014
EBITDA
(1)
•
Horizon board-represented funds entered into voting agreements
representing ~20% of the outstanding shares
•
All necessary Vidara shareholder approvals achieved
•
Tim Walbert, chairman, president and CEO, Horizon Pharma, Inc.
•
Current independent directors of Horizon (6)
•
Virinder Nohria, M.D., Ph.D. (President and CMO, Vidara)
Board of Directors
Board of Directors
Horizon Pharma plc
•
Horizon executive management team to lead combined company
•
Vidara executives join Horizon in leadership roles
Management
Management
(1) Assuming exclusion of transaction related expenses |
 •
Biopharmaceutical company focused on orphan indications and diseases with
high unmet medical needs
•
ACTIMMUNE
®
Recombinant
biologic
for
chronic
granulomatous
disease
(CGD)
and
severe,
malignant
osteopetrosis (SMO)
•
Specialty ACTIMMUNE
®
sales force with orphan and biologic experience
•
Investments in ACTIMMUNE
®
growth
Ongoing initiatives to increase diagnosis and improve compliance
•
Total headcount: 24
•
Corporate structure
-
Irish headquarters: Dublin
-
Bermuda headquarters: Hamilton (IP & BLA)
Overview of Vidara Therapeutics
8 |
 •
FDA Approvals
Reducing the frequency and severity of serious infections associated with CGD
Delaying time to disease progression in patients with SMO
•
Physician-directed research in interferon gamma-1b has indicated its potential
clinical utility as an immune system modulator in other difficult to treat
diseases
•
ACTIMMUNE
®
demand is growing
60%+ growth in average weekly CGD/SMO patients since June 2012 (acquisition of
ACTIMMUNE
®
)
•
Manufactured by Boehringer Ingelheim in Europe
•
Commercial rights in U.S., Canada, Japan and certain Latin American, Asian
and other ROW territories
•
Two U.S. patents extending to 2022; perpetual Genentech know-how
license
Overview of ACTIMMUNE
®
9 |
 •
Primary immune deficiency in which phagocytes fail to produce superoxide,
leading to an inability to kill harmful microorganisms such as bacteria and fungi
•
Severe recurrent bacterial and / or fungal infections often require hospitalization
and special treatment; usually diagnose
d before five years of age
•
Estimated prevalence: ~1:200,000 live births; 900-1,600 living patients in the U.S.
•
Triple prophylactic therapy is the standard of care (ACTIMMUNE
®
+ antibiotic +
antifungal)
ACTIMMUNE
®
Approved Indications
10
CGD
CGD
SMO
SMO
•
A congenital disorder of bone resorption by osteoclasts resulting in impaired
bone remodeling; also known as “marble bone”
disease and Albers-Schonberg
disease
“Malignant”
osteopetrosis is a severe autosomal recessive form
•
Usually presents in the first year of life, frequently within the first three months
•
Estimated prevalence: ~1:200,000-500,000 live births; 85-215 living patients
•
ACTIMMUNE®
delays time to disease progression and benefits patients by
increasing red blood cell production and bone resorption |
 ACTIMMUNE
®
Pipeline Opportunities
11
•
Over 200 various studies listed on www.clinicaltrials.gov
–
Investigator initiated studies (not all company supported)
•
Most advanced is in Friedreich’s Ataxia, in which a 12 patient
study conducted by the Friedreich’s Ataxia Research Alliance
is nearing completion
–
Assess data prior to developing next steps
•
Early work in Eczema Herpeticum
–
Linked to Atopic Dermatitis
–
Follow up work being pursued with investigators
•
Early in process of determining priorities and plans |
 Primary Care
Brands Specialty Brands
12
Portfolio of Marketed Products |
 •
Financial Assumptions
–
Transaction expected to be accretive to Horizon Pharma, Inc. 2014 GAAP
and
non-GAAP
EPS
on
a
pro
forma,
full
year
basis
(1)
–
No operating or cost synergies assumed
–
Stand alone Horizon was expected to record future tax rates of
high 30%’s
o
Stand alone Horizon was expected to transition to tax paying status in 2016
o
Horizon Pharma plc future expected tax rates of low-20%’s or lower
Accretive Transaction
13
(1) Assuming transaction related expenses are excluded |
 Horizon
Capitalization 14
(1)
In millions.
(2)
Includes all issued and outstanding securities, vested and unissued RSUs and contingent stock
options. (3)
Assumes no existing warrants, options or RSUs are exercised between 3/18/14 and closing.
(4)
Excludes shares issuable upon conversion of $150 million convertible note.
Capitalization
Capitalization
(1)
(1)
3/18/14
(2)
Pro Forma
(3)
Basic Shares Outstanding
68.6
99.9
Warrants
13.7
13.7
Options
6.3
6.3
Restricted Stock Units
1.7
1.7
Fully Diluted Shares Outstanding
(4)
90.3
121.6
Debt
Debt
Debt
$150.0
$400.0
|
 Next Steps
15
SEC effectiveness
Horizon stockholder
approval
Antitrust clearance
Transaction will be
taxable to Horizon U.S.
shareholders
Horizon Pharma plc
shares to be traded on
NASDAQ (HZNP)
File
preliminary
proxy
statement
and S-4
Subject to
customary
closing
conditions and
regulatory
approvals
Expected
to close
mid-year
2014 |
 DRIVE DUEXIS,
VIMOVO DRIVE DUEXIS, VIMOVO
and RAYOS Penetration
and RAYOS Penetration
Aggressive Business
Aggressive Business
Development
Development
Integrate Vidara
Integrate Vidara
•
Increase penetration and value of ACTIMMUNE
•
10 existing sales and marketing professionals
•
Explore additional indications
•
250 reps targeting PCP and ORS with DUEXIS & VIMOVO
•
Minimal (30%) overlap of DUEXIS/VIMOVO targets
•
Promote RAYOS and VIMOVO to rheumatologists (40 reps)
•
Acquire products/companies with on-market assets
•
Products with targeted approach regardless of TA
•
Leverage our tax efficient corporate structure
•
LODOTRA Mundipharma Partnership (ex-U.S.)
•
DUEXIS Grünenthal Partnership in Latin America
Partner Ex-U.S.
Partner Ex-U.S.
Ensure
Exclusivity
Ensure
Exclusivity
•
DUEXIS: Settled litigation with PAR; protection to
2023 •
VIMOVO: 8 Issued U.S. Patents (exp. 2023)
•
RAYOS: 5 Issued U.S. Patents (exp. 2020–2028)
•
ACTIMMUNE
: 2 Issued U.S. patents (exp. 2022); biologic
Horizon Pharma plc Corporate Strategy
16 |
 •
Accelerates Horizon’s transformation into a profitable, specialty pharma company
–
Expands
and
diversifies
our
revenue
base
with
the
addition
of
ACTIMMUNE
®
,
which
realized
$58.9
million
in
net
revenues
in
2013
–
Expected
pro
forma
combined,
full
year
2014
revenues
of
$250
to
$265
million
and
adjusted
EBITDA
of
$65
to
$75
million
(1)
–
Accretive
to
full
year
2014
GAAP
and
non-GAAP
pro
forma
earnings
(1)
•
Complements our business model of targeted promotion to specialist and primary
care physicians
•
Further enhances our leverage with distribution partners and managed care
•
Enhances our ability to drive continued organic growth
–
Optimize value based on understanding of the market and managed care
–
Minimize patient out of pocket costs
•
Facilitates our acquisition strategy
Acquisition Rationale
17
(1) Assuming transaction related expenses are excluded |
 A
Transformational Combination
Horizon Pharma plc |
 Horizon Pharma,
Inc. NASDAQ: HZNP
March
19
th
,
2014 |