 Israel Investors Conference
July 5, 2015 Filed by Teva Pharmaceutical Industries Ltd. (Commission File No. 001-16174) pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mylan N.V. Commission File No.: 333-199861 |
 Safe Harbor Statement
This communication contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, which are based on management’s current beliefs and expectations and involve a number of assumptions, known and unknown risks and uncertainties that change over time and
could cause future results, performance or achievements to differ
materially from the results, performance or achievements expressed or implied by such forward-looking statements. These assumptions, known and unknown risks and uncertainties include, but are not limited to, those discussed in our Annual Report on Form
20-F for the year ended December 31, 2014 and in our other
filings with the U.S. Securities and Exchange Commission (the “SEC”), and those relating to Mylan’s business, as detailed from time to time in Mylan’s filings with the SEC, which factors are incorporated herein by reference. Forward-looking statements are generally identified
by the words “expects,” “anticipates,”
“believes,” “intends,” “estimates,”
“will,” “would,” “could,” “should,” “may,” “plans” and similar expressions. All statements, other than statements of historical fact, are
statements that could be deemed to be forward-looking statements, including
statements about the proposed acquisition of Mylan, the financing of the proposed transaction, the expected future performance (including expected results of operations and financial guidance), and the combined
company’s future financial condition, operating results,
strategy and plans. Important factors that could cause actual results, performance or achievements to differ materially from the forward-looking statements we make in this communication include, but are not limited to: the ultimate outcome of any possible transaction between Teva
and Mylan, including the possibility that no transaction between
Teva and Mylan will be effected or that a transaction will be pursued on different terms and conditions; the possibility of litigation with the proposed transaction and the results thereof; the effects of the business combination of Teva and Mylan, including the combined
company’s future financial condition, operating results,
strategy and plans; uncertainties as to the timing of the transaction; the possibility that the expected benefits of the transaction and the integration of our operations with Mylan’s operations (including any expected synergies) will not be fully realized by us or may
take longer to realize than expected; adverse effects on the
market price of Teva’s or Mylan’s shares, including negative effects of this communication or the consummation of the possible transaction; the ability to obtain regulatory approvals on the terms proposed or expected and satisfy other conditions to the offer, including any necessary
stockholder approval, in each case, on a timely basis; our and
Mylan’s ability to comply with all covenants in our or its current or future indentures and credit facilities, any violation of which, if not cured in a timely manner, could trigger a default of other obligations under cross default provisions; our and Mylan’s exposure to currency
fluctuations and restrictions as well as credit risks; the
effects of reforms in healthcare regulation and pharmaceutical pricing and reimbursement; uncertainties surrounding the legislative and regulatory pathways for the registration and approval of biotechnology-based medicines; the impact of competition from other market participants; adverse effects
of political or economic instability, corruption, major
hostilities or acts of terrorism on our or Mylan’s significant worldwide operations; other risks, uncertainties and other factors detailed in our Annual Report on Form 20-F for the year ended December 31, 2014 and in our other filings with the SEC; and the risks and uncertainties and other
factors detailed in Mylan’s reports and documents filed with
the SEC. All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on any of these forward-looking statements. Forward-looking
statements speak only as of the date on which they are made and
we assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 2 |
 3 Additional Information This communication is for informational purposes only and does not constitute an offer to buy or solicitation of an offer to sell any
securities. This communication relates to a proposal which
Teva has made for a business combination transaction with Mylan. In furtherance of this proposal and subject to future developments, Teva and Mylan may file one or more proxy statements, registration statements or other documents with the SEC. This communication is not a substitute for
any proxy statement, registration statement, prospectus or other
document Teva and/or Mylan have filed or may file with the SEC in connection with the proposed transaction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT(s), REGISTRATION STATEMENT, PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any definitive
proxy statement(s) (if and when available) will be mailed to
stockholders. Investors and security holders may obtain free copies of this communication, any proxy statement, registration statement, prospectus and other documents (in each case, if and when available) filed with the SEC by Teva through the web
site maintained by the SEC at http://www.sec.gov.
No permission has been sought or received to quote from, or refer to, materials cited in this presentation.
Teva, Erez Vigodman, President and Chief Executive Officer and a director of
Teva, Eyal Desheh, Group Executive Vice President and Chief Financial Officer of Teva, Sigurdur Olafsson, President and Chief Executive Officer, Global Generic Medicines of Teva, Kevin C. Mannix, Senior Vice President, Investor
Relations of Teva, and the other current directors named in
Teva’s annual report on Form 20-F filed with the SEC on February 9, 2015 may be deemed “participants” under SEC rules in a solicitation of shareholders of Mylan in respect of Mylan’s proposal for a business combination with Perrigo Company plc. Additional information may be found in
the Form 20-F referred to above. Teva beneficially owns
22,600,000 ordinary shares of Mylan. To the knowledge of Teva, none of the individuals mentioned above has a direct or indirect interest, by security holdings or otherwise, in Mylan or Perrigo or the matters to be acted upon, if any, in connection with a potential business combination
between Mylan and Perrigo. |
 4 Teva’s Business Transformation 1 b Clear and Compelling Strategic Rationale c Pathway to Completion d Clearly Superior Alternative to a Mylan / Perrigo Combination e Conclusion and Next steps 2 Teva and Mylan a Transaction Overview Agenda 4 |
 Drive Organic Growth
Creating a New Future for Teva Solidify the Foundation Maintain COPAXONE® Franchise Generics: Established Global Generic Medicines; improved profitability by ~500 bps
Cost Reduction: Reduced net costs by ~$600 million
Operations: Accelerated the transformation of our operational network; closed
or divested 11 facilities
Quality: Significant achievements making quality a core competitive
competency Cash Flow: Strong focus resulted in robust cash flow
from operations and free cash flow
Generics: – Solid 2014 performance with stronger profitability – 19 product launches in the U.S., 209 in Europe and 87 in ROW delivering ~$1.0
billion in revenues
Specialty: – Successfully launched four new products with revenues of ~$200 million – Therapeutic areas selection and focus – Six major submissions of specialty products; eight major approvals – Complemented the specialty pipeline with the acquisitions of Labrys and Auspex Teva is well on its way to create a new future for the company by targeting a
unique space in the industry, building on its strong capabilities in generics
and specialty and the intersection between the two
Successfully launched COPAXONE® 40mg in the U.S. and achieved 68.9%
conversion rate as of July 1, 2015
Successful and further upcoming launches in various EU countries and
elsewhere Significant endeavors on the legal and regulatory
front Successfully
managed the life cycle of TREANDA, ProAir, and Azilect . Significant Achievements on All 2014 “Must Wins” 5 |
 6 2013 2014 % YoY 2015E Q1 2015 % QoQ Revenues $m $20,314 $20,272 - $19.0B-19.4B $4,982 - Operating Income $m $5,198 25.6% $5,732 28.3% +10% $5.7B-5.9B $1,533 30.8% +11% EPS $ per share $5.01 $5.07 +1% $5.05-5.35 $1.36 +11% Cash flow from Operations $m $3,237 $5,127 +58% $4.3B-4.7B $1,354 +51% Free Cash Flow $m $2,309 $4,256 +84% $3.5B-$3.9B $1,213 +80% Note: Operating income and EPS are non GAAP results Solidified base shown by robust financial performance in 2014 and Q1 2015 Solidified Base Manifested in Strong Performance in 2014 & 2015 Strong results despite currency head wind |
 EPS
($) Specialty Pipeline
Existing Specialty
Cost Reduction
Generics FY 2015 FY 2016 FY 2017 FY 2018 5.00 Profitable Growth in Generics Manage the Life Cycle of Key Specialty Products Deliver on the Promise in our Specialty Pipeline Execute our Cost Reduction Program 1 2 3 4 ILLUSTRATIVE Note: Earlier entry by generics could reduce operating income by $30-50M per month
In 2014, Teva established a stable base for future organic EPS
growth Clear
Pathway to EPS Growth: Teva’s Four Levers of Growth FY 2014 FY 2019 7 |
 Continue to improve
operating profitability
More focus on key markets
and portfolio management
Execution of growth
market strategy
Clear strategy
for OTC Sales force effectiveness in key markets Note: Profitability consists of gross profit, less S&M and R&D expenses related to the segment; segment profitability does not
include G&A expenses, amortization and certain other items
Continued Growth and Improvement in Generics
45.2% 43.5% 41.3% 43.3% 46% 20.2% 19.9% 16.7% 21.9% 27% 10% 20% 30% 40% 50% FY11 FY12 FY13 FY14 FY15 mid-point Gross Profit Margin Segment Profit Margin 8 |
 9 2014A 2015E 2016E 2014-2016 Cumulative With 2013 Gross Cost Savings (1,000) (650) (400) (2,050) (2,450) Reinvestment in Additional Activities 400 100 200 700 1,600 Net Spend Reduction (600) (500) (250) (1,350) (850) ($ in millions, rounded) Strong Track Record of Driving Cost Savings |
 10 40mg Success 40 mg 3x a week already at 69% conversion rate; became MS leading therapy in one year
post launch A full launch plan in EU and ROI. Israel – 80% conversion IP Protection Teva has three Orange Book patents that expire in 2030 (1) The Patent Office has upheld Teva’s position on Copaxone® 40mg Teva is well-positioned to respond to IPRs Strengthening Our Specialty Business 1. U.S. Patent Nos. 8,232,250; 8,399,413; and 8,969,302 Maintaining the Copaxone® Franchise Maintaining Other Specialty Products License to commercialize Eagle’s Bendamustine Rapid Infusion Product
Enhance and protect the TREANDA®
(bendamustine hydrochloride) franchise
FDA Approval of ProAir® RespiClick (April 2015). Q2 2015 launch Expansion of the Azilect franchise to markets outside of the U.S.
|
 1. Launches in 2014 include the U.S., Israel, Argentina and Chile 2. Sales figures exclude U.S. sales of COPAXONE 40mg Q1 2015 Q2 2015 Q3 2015 Q4 2015 Select European markets, Mexico, Turkey and Australia (1) Hydrocodone ER AD 2014 Multiple Specialty Product Launches in 2014 and 2015 Hydrocodone ER AD 40 mg/ml 11 Cumulative estimated sales from new specialty product launches of ~$200 million in
2014 and ~$600 million in 2015
(2) |
 12 Capitalizing on a Deep and Promising Pipeline Phase I Phase II Phase III Registration TV-46763 (abuse deterrent) Pain TV-46139 (abuse deterrent) Pain TEV-48125 (anti CGRP) Chronic and episodic migraine Note: Pipeline as of April 15, 2015. Phase I includes also projects designated for IND filing
1. Filed by Eagle Pharmaceutical, commercialized by Teva Migraine & Pain CEP-33237 ER Hydrocodone (abuse det.) U.S. - Pain Zecuity US- Migraine |
 13 Analyst commentary following successful phase IIb outcome for TEV-48125 in Chronic and Episodic Migraine • “The anti-CGRP class could be VERY Large : $8-10B. •
Clinical benefit is very meaningful.
• Safety data very good thus far • We see Teva taking 30% of the Worldwide CGRP market with peak sales of $3B • TEVA’s anti-CGRP looking better than competitors on primary endpoint “
ISI Evercore, June 22, 2015
“TEV-
48125 leading the pack, with a compelling profile in both chronic and episodic migraine” Citi, June 21, 2015 “It’s still early and far from approval, but we think TEVA might have the drug to beat at this point”.
“The Teva
data presented this weekend further convinces us that, if approved,
Teva could have a
potential blockbuster drug on its hands given the clinical profile and patient need” BMO Capital Markets, June 22, 2015 • “Turning to the stock , we would argue, that this product, coupled with some other products
on the branded side and Teva’s improvement in the generic business,
has not been captured in
Teva’s share price as the stock has been “frozen”
by the Teva-Mylan-Perrigo love triangle. •
The stock is significantly under-valued on our analysis”. Bernstein, May 20, 2015 |
 Note: Pipeline as of April 15, 2015. Phase I includes also projects designated
for IND filing 1.
Filed by Eagle Pharmaceutical, commercialized by Teva
Capitalizing on a Deep and Promising Pipeline
Phase I Phase II Phase III Registration TV-46763 (abuse deterrent) Pain TV-46139 (abuse deterrent) Pain SD-809 Tourette Syndrome SD-560 Idiopathic pulmonary fibrosis/other fibrotic conditions TEV-48125 (anti CGRP) Chronic and episodic migraine Laquinimod Multiple sclerosis (relapsing remitting) SD-809 Tardive dyskinesia Note: Pipeline as of April 15, 2015. Phase I includes also projects designated for IND filing
1. Filed by Eagle Pharmaceutical, commercialized by Teva Laquinimod Multiple sclerosis (progressive forms) Laquinimod Huntington’s Disease Pridopidine Huntington’s Disease SD-809 HD (Mid-2015 NDA filing) CEP-33237 ER Hydrocodone (abuse det.) U.S. - Pain Migraine & Pain Movement Disorders & Neurodegeneration COPAXONE 40mg 3w ROW Multiple sclerosis COPAXONE 20mg per Day Japan Multiple sclerosis Zecuity US- Migraine 14 |
 Huntington’s
Disease SD-809: Significant Near-Term Commercial Opportunity Tardive Dyskinesia Estimated Patient Population (U.S.) ~30,000 Patients ~500,000 Patients ~150,000 Patients Other Considerations Only one approved drug in the U.S.: Tetrabenazine – Only 5% of patients treated – 2014 sales of ~$300m million – Annual price per patient of $80-$85k – Established reimbursement landscape Received FDA orphan designation Expected launch in 2016 No approved treatment in the U.S. – Tetrabenazine is approved in the EU Limited off-label usage of Tetrabenazine in the U.S. despite significant clinical response – Improved profile should result in increased usage Only one approved product in the U.S.: Aripiprazole – Associated with drowsiness, agitation, weight gain, and sleep disturbances Limited off-label usage of Tetrabenazine despite significant clinical response Received FDA orphan designation Tourette’s Syndrome 15 SD-809 is expected to contribute up to $800 million to Teva by 2019, and an estimated $2 billion five years following the Tardive Dyskinesia launch |
 16 Analyst commentary following successful phase IIb outcome of SD-809 in HD, TD “The positive headline data for SD-809 in tardive dyskinesia (obtained via TEVA’s recent
acquisition of Auspex) provide
further validation of TEVA’s emerging pipeline” Citi, June 16, 2015 “We believe the positive study results are encouraging…. The positive data should help lower the risk profile for this program, which addresses a large and unmet medical need.” BMO Capital Markets, June 16, 2015 “Auspex brings to Teva a deep pipeline and with proven deuterium chemistry technology which supports
multiple platforms for growth. SD-809 is currently in Phase 3 for tardive
dyskinesia and Phase 1 for Tourette syndrome. SD-560
(deuterated pirfenidone) is currently in
development for idiopathic pulmonary fibrosis.
We believe Auspex enhances Teva's mid to long-term
revenue and earnings growth, profitability, and product
diversity. It is expected to be accretive to non-GAAP
EPS beginning in 2017 and meaningfully accretive
thereafter, and diversifies Teva's Specialty pharma products
offerings”. Maxim, June 16, 2015
16 |
 “Similar to Huntington’s disease, TD represents an area of significant unmet need with
limited treatment options (there are no FDA-approved drugs for TD). Our
estimates and target include value for HD but not the larger TD
indication. For reference, a scenario with TD sales reaching
$2bn (TEVA’s peak sales estimate) would add ~$10/share to the theoretical DCF value for TEVA, all else equal”. Deutsche Bank, June 16, 2015 Analyst commentary following successful phase IIb outcome of SD-809 in HD, TD 17 |
 Note: Pipeline as of April 15, 2015. Phase I includes also projects designated
for IND filing 1.
Filed by Eagle Pharmaceutical, commercialized by Teva
Capitalizing on a Deep and Promising Pipeline
Phase I Phase II Phase III Registration TV-46763 (abuse deterrent) Pain TV-46139 (abuse deterrent) Pain SD-809 Tourette Syndrome SD-560 Idiopathic pulmonary fibrosis/other fibrotic conditions TEV-48125 (anti CGRP) Chronic and episodic migraine SD-809 Tardive dyskinesia COPAXONE 40mg 3w ROW Multiple sclerosis COPAXONE 20mg per Day Japan Multiple sclerosis Reslizumab IV Asthma Note: Pipeline as of April 15, 2015. Phase I includes also projects designated for IND filing
1. Filed by Eagle Pharmaceutical, commercialized by Teva Laquinimod Multiple sclerosis (progressive forms) Laquinimod Huntington’s Disease Pridopidine Huntington’s Disease Fluticasone Salmeterol Spiromax EU Asthma, COPD Reslizumab SC Asthma Fluticasone Salmeterol (MDI) EU Asthma, COPD TEV-46017 (tidal inhaler) COPD TEV-48108 (tidal inhaler) COPD Laquinimod Multiple sclerosis (relapsing remitting) Fluticasone Propionate MDPI Asthma Fluticasone Salmeterol MDPI Asthma QVAR (BAI) U.S. Asthma SD-809 HD (Mid-2015 NDA filing) CEP-33237 ER Hydrocodone (abuse det.) U.S. - Pain Respiratory Migraine & Pain Movement Disorders & Neurodegeneration Zecuity US- Migraine 18 |
 Note: Pipeline as of April 15, 2015. Phase I includes also projects designated
for IND filing 1.
Filed by Eagle Pharmaceutical, commercialized by Teva
Capitalizing on a Deep and Promising Pipeline
Phase I Phase II Phase III Registration TV-46763 (abuse deterrent) Pain TV-46139 (abuse deterrent) Pain SD-809 Tourette Syndrome SD-560 Idiopathic pulmonary fibrosis/other fibrotic conditions SD-809 Tardive dyskinesia COPAXONE 40mg 3w ROW Multiple sclerosis COPAXONE 20mg per Day Japan Multiple sclerosis Reslizumab IV Asthma Bendamustine Rapid Infusion (1) CLL, NHL Note: Pipeline as of April 15, 2015. Phase I includes also projects designated for IND filing
1. Filed by Eagle Pharmaceutical, commercialized by Teva Fluticasone Salmeterol Spiromax EU Asthma, COPD Reslizumab SC Asthma Fluticasone Salmeterol (MDI) EU Asthma, COPD TEV-46017 (tidal inhaler) COPD TEV-48108 (tidal inhaler) COPD Laquinimod Multiple sclerosis (relapsing remitting) Fluticasone Propionate MDPI Asthma Fluticasone Salmeterol MDPI Asthma QVAR (BAI) U.S. Asthma CEP-33237 ER Hydrocodone (abuse det.) U.S. - Pain SD-809 HD (Mid-2015 NDA filing) TEV-48125 (anti
CGRP) Chronic and episodic
migraine Laquinimod
Multiple sclerosis (progressive
forms) Laquinimod Huntington’s Disease Pridopidine Huntington’s Disease Zecuity US- Migraine 19 |
 20 Strengthening our specialty business In 2019 we expect to generate $5.3 billion in incremental annual risk-adjusted revenues
from new specialty product launches (excluding Copxone), that have started in
2014 0.0
5.0 10.0 2014 2015 2016 2017 2018 2019 LOEs* New Launches Net Sales * Copaxone family included in the LOEs $B 20 |
 21 Teva 2020 Generics Specialty New Networked R&D Model Products & TA business Model Operations & Quality Diagnosis, Prediction, Prevention Deploying Big Data Consumer/ Patient Driven Company Markets Innovation Teva’s business model transformation |
 22 Targeting a Unique Space In The Industry Generics Specialty Our key priorities for business development in 2015 Attractive Pipeline Assets/ Portfolios In-Market or Close to Market Assets in Core TAs Unique Health Solutions, Technologies, Services Growth Markets Complex/Hard to Produce Assets or Technologies Large transactions, where actionable and generate significant strategic and financial long-term value |
 23 Mylan Acquisition - Clear and Compelling Strategic Rationale Clear and compelling strategic and financial rationale supported by significant short-
and long-term value creation to stakeholders of both companies
Industry-leading
company, well-positioned to transform the global generics
space Significantly expanded and more efficient global footprint, including leadership positions and strengthened
operations, sales and R&D platforms in attractive markets around the
world Benefits from a robust, industry-leading sales
infrastructure and deep customer and provider relationships
across the expanded network
Enhanced financial profile
The combined company is expected to have substantial debt capacity and an
investment grade rating Strong cash flow generation will allow
deleveraging to at or below 3.0x gross debt to EBITDA after 24 months Strongly positioned from day one to pursue future acquisitions to expand portfolio in both specialty
pharmaceuticals and generics
Establishes a unique and differentiated business model, leveraging its
significant assets and capabilities in generics and
specialty Leading positions in multiple sclerosis, respiratory,
pain, migraine, movement disorders and allergy
therapeutics
Enhanced global infrastructure to pursue current and future
commercialization |
 24 Teva’s Business Transformation 1 Agenda b Clear and Compelling Strategic Rationale c Pathway to Completion d Clearly Superior Alternative to a Mylan / Perrigo Combination e Conclusion and Next steps 2 Teva and Mylan a Transaction Overview |
 25 Mylan – Proposed Transaction Overview $82.00 per share Approximately 50% cash / 50% stock Implies a total equity value of approximately $43 billion Teva has already spent $1.6 billion to establish a 4.6% ownership interest in Mylan
Proposed Price and
Consideration Significant Premium 48.3% premium to the unaffected Mylan stock price of $55.31 on March 10, 2015, after which there
was widespread speculation of a transaction between Teva and
Mylan Clear Roadmap to
Completion Have carefully studied the regulatory aspects of proposed combination Confident that any necessary regulatory requirements will be met in a timely manner; divestitures can
be determined and implemented promptly
Filed for HSR on April 21, 2015; initiated pre-merger notification process
with European Commission on April 24, 2015
Can be completed in 2015
Financing and Conditions No financing condition Contingent on Mylan not completing its proposed acquisition of Perrigo or any alternative transactions
Does not require a Teva stockholder vote
Value Creation Transaction expected to deliver approximately $2 billion annually in cost synergies and tax savings, to
be largely achieved by the third anniversary of the closing of the
transaction Significant savings from operational, SG&A,
manufacturing and R&D efficiencies Expected non-GAAP EPS
accretion in the mid-teens in the first year, and approaching 30% by the third year |
 26 Meaningful and Real Commitment by Teva Established a meaningful 4.6% (~$1.6 billion) stake in Mylan Progressed antitrust process Teva is fully committed to completing the acquisition of Mylan, and has taken significant
steps on many fronts in order to do so |
 27 Teva’s Business Transformation 1 Agenda b Clear and Compelling Strategic Rationale c Pathway to Completion d Clearly Superior Alternative to a Mylan / Perrigo Combination e Conclusion and Next steps a Transaction Overview 2 Teva and Mylan |
 28 Teva and Mylan’s Businesses are Highly Complementary Teva (1) Mylan (2) Business units: generics, specialty Specialty therapeutic areas: respiratory / allergy Operates in 145 markets 30,000 employees 2014 revenue: $9.7 billion Current rating: Baa3 / BBB- Generics 85% Specialty 13% OTC / Other 2% Business units: generics, specialty, OTC Specialty therapeutic areas: CNS, pain, respiratory Operates in 100 markets 43,000 employees 2014 revenue: $20.3 billion Current rating: A3 / A- Generics 49% Specialty 42% Other / OTC 9% Source of Mylan information : Mylan filings 1. Based on 2014 results 2. Pro forma for the acquisition of Abbott’s Non-U.S. Developed Markets Specialty and Branded Generics Business; revenue and
geographic mix based on Mylan’s investor presentation dated July 14, 2014 North America 48% Europe 33% ROW 19% U.S. 52% Europe 29%
ROW 19% Product offerings are highly complementary and would further enhance the broadest portfolio in the industry |
 29 The Strength of the Combined Company Source of Mylan information: Mylan filings; financials include contributions from Abbott assets
1. Net of one-time restructuring costs 2. Pro Forma for Abbott Non-U.S. Developed Markets Specialty and Branded Generics Business based on 2014 financials
The combined company is an attractive investment opportunity: financially,
strategically and as a platform for future M&A
Long-Term Impact
Combined Company
Revenue EBITDA >$30 billion >$6 billion Significantly expanded and more efficient global footprint Pro Forma 2014 Revenue Mix Expected investment grade rating Opportunity for rapid deleveraging and the funding of future growth Opportunities for capital expenditures synergies of approximately $350 million annually Enhances product diversification Enhances geographic diversification More diversified organization with the scale and resources to drive value North America 51% Europe 30% Rest of World 19% By Product Type (2) By Geography (2) >$10 billion Opportunities for substantial achievable cost synergies and tax savings are estimated to be approximately $2 billion annually 2016E 2018E ~$33 billion >$8.5 billion ~$13 billion Generics 60% Specialty 33% OTC / Other 7% Cash Flow from Operations (1) Free Cash Flow (1) >$5 billion >$7.5 billion EBITDA Margin ~34% ~40% |
 30 Recent Industry Trends Support a Combination Increasingly Fragmented Generics Market Recent Channel Consolidation 2009 2013 Market Share of the Top 3 U.S. Generics Players Source: IMS Health; market share as measured by sales 1. Pharmacy benefit managers – typically third party administrators of prescription drug programs; primarily responsible for processing and paying prescription drug claims 2. Top three include ABC-Walgreens, Cardinal-CVS and McKesson-RiteAid
3. Top three include Celesio, Alliance Boots and Phoenix Top 3 35% Other 65% Top 3 43% Other 57% 2007 Wholesalers Retailers PBMs (1) Key Global Distributors Today Wholesalers Retailers PBMs (1) The market share of Teva’s top three customers increased significantly from 2009 to 2013,
with top 3 customer share growing from 52% to 83% in the U.S.
(2) and 51% to 60% in the EU (3) |
 Significant Premium to Current and Historic Valuation
48.3% premium to the unaffected
Mylan stock price of $55.31 on March 10, 2015, after which there was widespread speculation of a transaction between Teva and Mylan (1) Proposed Price per Share: $82.00 $ per share 3/10/15 48.3% Premium Source: FactSet as of [July 1, 2015] Mylan LTM Price Performance $82.00 per share represents a significant premium for Mylan stockholders 31 Prior to speculation regarding Teva’s acquisition of Mylan (March 10, 2015) $20 $30 $40 $50 $60 $70 $80 Jul 2014 Sep 2014 Nov 2014 Feb 2015 Apr 2015 Jul 2015 $55.31 |
 Agenda Teva’s Business Transformation Teva and Mylan Transaction Overview Clear and Compelling Strategic Rationale Pathway to Completion Clearly Superior Alternative to a Mylan / Perrigo Combination Conclusion and Next steps 1 2 a b c d e 32 |
 33 May June Recap of Mylan Actions to Date April March 2015 Source of Mylan information: Mylan public filings Mylan Teva April 27: Teva reiterates commitment to Mylan proposal May 5: Teva provides additional detail on Mylan proposal and files updated investor presentation June 19: Teva announces completion of purchase of 4.61% interest in Mylan June 8: Vigodman and Peterburg write letter to Coury May 27: Teva first discloses 1.35% stake in Mylan April 29: Teva sends letter to Mylan Board April 24: Erez Vigodman has in-person meeting with Robert Coury April 21: Teva sends letter to Robert Coury and proposes to acquire Mylan April 29: Mylan raises offer to acquire Perrigo April 24: Mylan commences formal offer to acquire Perrigo April 17: Mylan rejects Teva offer before a proposal is announced April 3: Mylan enters Call Option Agreement with the Foundation March 10: Market speculation of Teva/Mylan
transaction in a Cowen research report April 8: Mylan proposes to acquire Perrigo April 27: Mylan rejects Teva proposal in letter from Robert Coury June 1: Robert Coury writes letter to Erez Vigodman June 8: Coury writes response letter to Vigodman and Peterburg 33 |
 34 Pathway to Success Vote against proposed Perrigo transaction Obtain Board control - Because of Mylan’s unprecedented board control provisions, Teva is
confident that a path to Board control can be created by Dutch courts if
necessary
Obtain all applicable antitrust approvals
- Teva has already filed for U.S. HSR antitrust clearance and initiated the pre-
merger notification process with the European Commission
- Teva has successful track record of completing transactions and working to satisfy the concerns of antitrust regulators Established Dutch methods allow for acquisition of all of Mylan |
 Agenda Teva’s Business Transformation Teva and Mylan Transaction Overview Clear and Compelling Strategic Rationale Pathway to Completion Clearly Superior Alternative to a Mylan / Perrigo Combination Conclusion and Next steps 1 2 a b c d e 35 |
 36 Teva’s Offer for Mylan Represents a Superior Alternative to a Mylan / Perrigo Combination Teva’s Proposal for Mylan Mylan’s Proposal for Perrigo 1. Compared to the unaffected stock price of $55.31 on 03/10/15, after which there was widespread speculation of a transaction between Teva
and Mylan 2.
Per Mylan offer announcement dated April 24, 2015 A clear industry leader with a larger global manufacturing footprint and leading positions in key product areas Smaller scale Weaker strategic fit Stronger financial profile with projected pro forma revenue and EBITDA of almost double that of Mylan – Perrigo by 2018 Weaker financial profile and lower cash flow generation for deleveraging Significant $2 billion of synergies achievable within three years of the transaction date Lower synergies of $800 million achievable over a longer time horizon of four years (2) A substantial 48% premium to Mylan’s unaffected stock price (1) and immediate cash value for Mylan stockholders Paying a premium rather than receiving one Limited value creation for Mylan stockholders Upside participation No upfront liquidity for Mylan stockholders Teva’s proposal creates a stronger business and delivers more value to Mylan stockholders than a Mylan / Perrigo combination |
 37 Agenda Teva’s Business Transformation Teva and Mylan Transaction Overview Clear and Compelling Strategic Rationale Pathway to Completion Conclusion and Next steps Clearly Superior Alternative to a Mylan / Perrigo Combination 1 2 a b c d e |
 1. Premium to Mylan unaffected
price as of March 10, 2015 – being the last date before there was widespread speculation of a transaction between Teva and Mylan
Teva’s offer represents a uniquely attractive value proposition for Mylan’s
stockholders Offer price represents a 48.3% premium (1) Significant short-term value creation and large cash component $2 billion synergies drive attractive long-term value upside Financial strength of combined business is a strong platform for growth and future M&A Compelling strategic rationale Meaningful and real commitment from Teva Clear pathway to completion Superior alternative to Perrigo for stockholders and stakeholders 38 Teva’s Offer is the Superior Outcome for Mylan Stockholders |
 Thank You Q&A 39 |