Filing under Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934
Filing by: Jazz Pharmaceuticals, Inc. Subject Company: Jazz Pharmaceuticals, Inc. SEC File No. of Jazz Pharmaceuticals, Inc.: 001-33500 |
The following is a slide presentation relating to the proposed transactions described therein that was made available beginning on September 19, 2011.
Jazz
Pharmaceuticals and Azur Pharma A Compelling Strategic Combination
Bruce Cozadd, Chairman and CEO |
2
Forward-Looking Statements
"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 Jazz
Pharmaceuticals and Azur Pharma and the timing and benefits thereof, the combined
companys, and each respective companys, strategy, plans, objectives, expectations (financial or
otherwise) and intentions, future financial results and growth potential, anticipated product
portfolio, development programs, intellectual property and tax position, management structure,
and other statements that are not historical facts. These forward- looking statements
are based on Jazz Pharmaceuticals' 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 Jazz Pharmaceuticals 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 or that such integration may
be more difficult, time- consuming or costly than expected; 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 companys
shares could decline, as well as other risks related to Jazz Pharmaceuticals business, including Jazz
competition, including potential generic competition; Jazz Pharmaceuticals dependence on single
source suppliers and manufacturers; the ability of Jazz Pharmaceuticals to protect its
intellectual property and defend its patents; regulatory obligations and oversight; Jazz
Pharmaceuticals cash flow; and those risks detailed from time-to-time under the caption Risk Factors and
elsewhere in Jazz Pharmaceuticals SEC filings and reports, including in its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2011. Jazz Pharmaceuticals 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.
Pharmaceuticals
dependence
on
sales
of
Xyrem
and
its
ability
to
increase
sales
of
its
Xyrem
and
Luvox
CR
products; |
3
Forward-Looking Statements
Additional Information and Where to Find It
In connection with the proposed transaction, Jazz Pharmaceuticals and Azur Pharma will be filing
documents with the SEC, including the filing by Jazz Pharmaceuticals of a preliminary and
definitive proxy statement/prospectus relating to the proposed transaction and the filing by
Azur Pharma 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 Jazz Pharmaceuticals 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 JAZZ PHARMACEUTICALS, AZUR PHARMA 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 SECs web site at www.sec.gov, by directing a request to Jazz
Pharmaceuticals Investor Relations department at Jazz Pharmaceuticals, Inc., Attention:
Investor Relations, 3180 Porter Drive, Palo Alto, California 94304, or to Jazz
Pharmaceuticals Investor Relations department at 650-496-2800 or by email to
investorinfo@jazzpharma.com. Investors and security holders may obtain free copies of the
documents filed with the SEC on Jazz Pharmaceuticals website at
www.jazzpharmaceuticals.com under the heading Investors and then under the heading
SEC Filings. Jazz Pharmaceuticals and its directors and executive officers
and Azur Pharma and its directors and executive officers may be deemed participants in the
solicitation of proxies from the stockholders of Jazz Pharmaceuticals 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 Jazz Pharmaceuticals
is also included in Jazz Pharmaceuticals proxy statement for its 2011 Annual Meeting of
Stockholders, which was filed with the SEC on April 12, 2011. These documents are
available free of charge at the SECs web site at www.sec.gov and from Investor Relations
at Jazz Pharmaceuticals 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. |
4
Jazz Pharmaceuticals
mission is to improve
patients
lives by identifying, developing and
commercializing valuable pharmaceutical
products in focused therapeutic areas
Building Shareholder Value by Focusing on Patients |
5
Strategy to Build Shareholder Value
Grow Xyrem sales in
current indications
Increased focus on
achieving full potential
1
Maintain entrepreneurial, ownership culture at the company
4
Make disciplined resource allocation decisions
Acquire additional
marketed or close to
approval products
Leverage our expertise
and infrastructure
2
Pursue lower risk
development of
specialty products
Invest percentage
of sales longer-term
3 |
6
Strategic Benefits
Diversified portfolio of CNS and
womens health products
Increased scale and platform
for growth
Resources to invest in future
pipeline and strong franchise
management opportunities
Stronger, enhanced
management team
Projected Financial Benefits
Accretive transaction
1
Revenues >$475M
and cash flow >$200M in
first 12 months
~$250M cash at closing
2
Strong balance sheet
with no debt
1
Accretion for Jazz Pharmaceuticals shareholders is on a fully-taxed adjusted
EPS basis. Adjusted EPS is a non-GAAP financial measure that excludes certain items from GAAP EPS.
2
Pro forma estimate as of Jan 1, 2012.
Compelling Strategic and Financial Benefits
Jazz
Pharmaceuticals plc
Ireland |
7
Jazz Pharmaceuticals plc
12 products
currently marketed in US
>$475
million
in
revenues
in
first
12
months
>$200
million
in
cash
generated
in
first
12
months
Jazz Pharmaceuticals: slightly under 80%; Azur Pharma: slightly over 20%
Combined capitalization approximately 60M shares fully diluted at closing
Jazz
Pharmaceuticals
board
represented
funds
entered
into
voting
agreements (~43% of shares)
99% of Azur shareholders entered into agreement to take necessary actions
Current directors of Jazz Pharmaceuticals
Seamus Mulligan (Chairman and CEO, Azur Pharma)
Portfolio & Financial
Projections
Ownership in
Combined Company
Shareholder Votes
Board of Directors
Bruce Cozadd, Chairman and CEO
Kate Falberg, CFO
Seamus Mulligan, Chief Business Officer, International Business Development
Azur executives join JPI executives in leadership roles
Management
Anticipated Closing: 1Q12 |
8
2011 Estimated Revenues
Stand Alone Jazz Pharmaceuticals, Inc.
Pro forma Jazz Pharmaceuticals plc
A Growing, Diversified Product Portfolio
Luvox CR
13%
Xyrem 87%
Xyrem 63%
Luvox CR
9%
Prialt 6%
Womens
Health 10%
Other CNS
1%
FazaClo LD
8%
FazaClo HD
3% |
Azur
Pharma Overview Seamus
Mulligan,
Chairman
and
CEO
Eunan
Maguire,
President,
North
America |
Azur
Pharma
Leveraging extensive industry network and business development expertise
Assembling and commercializing a diversified product portfolio in specialty
therapeutic areas
Investing in lower-risk development projects through life cycle management
initiatives
Establishing a highly efficient corporate structure which maximizes cash flow
available to fund growth
Azur Pharma is a specialty focused pharmaceutical company
formed in 2005 that has created a successful business by: |
Azur
Pharma Compelling Fit With Jazz Pharmaceuticals
$0
$10
$20
$30
$40
$50
$60
$70
$80
$90
$100
2006
2007
2008
2009
2010
Strong commercial focus and expertise
in CNS and womens health
Approximately 170 employees:
105 people in 3 US sales forces
across pain, psychiatry and
womens health
16 person medical affairs team
50 people in home office
(18 Dublin; 32 Philadelphia)
Lower risk pipeline of line extensions for
clozapine franchise and LCM programs
for key womens health brands
11
CNS
Womens Health
Net
Sales
(Millions) |
Prialt
- for Chronic Pain
2010 net sales of $20M (marketed by Azur since May 2010)
Only non-opioid intrathecal (IT) analgesic for severe chronic pain
Compelling growth opportunity with business characteristics similar to Xyrem:
Requires high touch sales capability with heavy clinical emphasis
Currently used in less than 3% of available pain market pumps
Limited competitive threats and multiple years of patent and other protection
European rights licensed to Eisai; Azur retains ROW rights
12
1. See full prescribing information on website
1 |
FazaClo
for Treatment Resistant Schizophrenia
2010 net sales of $37M
Orally disintegrating clozapine tablets approved for management of treatment resistant
schizophrenia
10% prescription share despite largely generic clozapine market
FazaClo High Dose (HD) launched September 2010
More than 20% switched from Low Dose (LD) as of 2Q11
Dosing flexibility and lower pill burden
Generics
filed
to
FazaClo
settlement
with
Teva
with
potential
launch
of
lower
dosage
product in 2Q12 and higher dosage in 2015
Additional clozapine line extensions in development
13
1. See full prescribing information on website
1 |
14
Diversified and balanced set of six products
1
with 2010 net sales of $27M
Significant growth opportunity driven by Elestrin
1
, a topical gel ERT therapy
-
Patents through 2022
Revamped Elestrin promotion model in 2010 leveraging 51 sales representatives
Womens Health Products -
Targeting a Growing Market
Elestrin
Other Womens Health
Net Sales Contribution
1. See full prescribing information on website
0%
20%
40%
60%
80%
100%
2009
2010
2011E |
15
Azur Pharma Pipeline Opportunities
NAME
INDICATION
DESCRIPTION
STATUS
Clozapine
Treatment resistant schizophrenia
& reducing recurrent suicidal
behavior risk
Multiple life cycle programs
Multiple
Prenatal
vitamins
Prenatal supplements
Multiple development programs
Products to launch
in 2011 onwards
Lower risk pipeline opportunities target clozapine and womens health products
Benefits of future product candidates are additive |
Financial Overview
Kate
Falberg
CFO
, |
17
Azur Pharma Financial Overview
$0
$20
$40
$60
$80
$100
$120
Net Sales
Operating
Expenses
EBITDA
2010 Financials
1
($M)
2011 Estimates
1
($M)
1. Financial results prepared in accordance with the International Financial Reporting
Standards, IFRS 2. EBITDA is a non-GAAP financial measure that excludes
certain items. A reconciliation of EBITDA to Operating Income is in a table included with this presentation.
3. Operating Expenses include R&D and SG&A
$83M
$24M
2
$0
$20
$40
$60
$80
$100
$120
Net Sales
Operating
Expenses
EBITDA
2
$37M
Product Gross Margin: 80-85%
3
3 |
Sourcing of new products for all markets
Potential expansion into Europe
Benefits of New Corporate Structure
Access
to
international
capital
markets
and
business
development
opportunities
Sales, marketing, and clinical/medical science liaison organizations
Multi-product supply chain management
BD executives with demonstrated success
Enhanced management capabilities
Enhanced ability to attract and retain key talent
Additional locations (Philadelphia, Dublin)
Parent company in Ireland expected to license, develop and acquire
existing and new products
18 |
19
Accretive Transaction and NOLs Preserved
Transaction expected to be accretive to Jazz Pharmaceuticals, Inc. 2012 Adjusted EPS
on a fully taxed basis
No operating cost synergies assumed
Reversal
of
valuation
allowance
on
deferred
tax
assets
Would result in significant non-cash GAAP tax benefit, excluded from Adjusted
EPS
Tax provision would apply subsequently
Stand alone, JPI would record taxes at ~40%
Jazz Pharmaceuticals plc pro forma expected tax rate percentage in mid-20s
2012 a transition year for taxes
1.
Adjusted EPS is a non-GAAP financial measure that excludes certain items from GAAP
EPS. 2.
A valuation allowance currently reduces the deferred tax assets to the amount that is
more likely than not to be realized. While the reversal criteria is not expected
to be satisfied in 3Q11, Jazz Pharmaceuticals will continue to evaluate based on
projected taxable income and other key operating factors. Financial
Assumptions 2 |
20
Next Steps
File preliminary proxy
statement and S-4
Expected to
close 1Q12
Transaction is
subject to customary
closing conditions
and regulatory
approvals, including:
SEC effectiveness of S-4
Jazz Pharmaceuticals, Inc.
stockholder approval
Azur approval of other
necessary actions
Antitrust clearance
Transaction will be taxable to
Jazz Pharmaceuticals, Inc.
stockholders
Jazz Pharmaceuticals plc
shares to be traded on Nasdaq |
21
Strategic Benefits
Diversified portfolio of CNS and
womens health products
Increased scale and platform
for growth
Resources to invest in future
pipeline and strong franchise
management opportunities
Stronger, enhanced
management team
Projected Financial Benefits
Accretive
transaction
Revenues >$475M
and cash flow >$200M in
first 12 months
~$250M
cash
at
closing
Strong balance sheet
with no debt
1
Accretion for Jazz Pharmaceuticals shareholders is on a fully-taxed adjusted
EPS basis. Adjusted EPS is a non-GAAP financial measure that excludes certain items from GAAP EPS.
2
Pro forma estimate as of Jan 1, 2012.
Compelling Strategic and Financial Benefits
Jazz
Pharmaceuticals plc
Ireland
2
1 |
|
23
Azur
Pharma
1
Reconciliation of EBITDA to Operating Income
(In millions)
EBITDA
Subtract:
Depreciation & Amortization
Stock-based compensation expense
Operating Income
$23.8
16.5
0.3
$7.0
FY 2009
1. Financial statements have been prepared in accordance with the International
Financial Reporting Standards, IFRS 2010 |