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Galen Holdings PLC
“Building an International Specialty Pharmaceutical
Products and Services Business”
Galen Holdings PLC
| • | Founded 1968; Northern Ireland - based integrated pharmaceutical co. | |
| • | 1997 - Listed on London Stock Exchange (LSE:GAL) | |
| • | Engaged in the supply of pharmaceutical products and services | |
| • | Consistent sales and profit growth |
| • | Sales - five year CAGR of 30% | ||
| • | Operating profit(1) - five year CAGR of 49% |
| • | Strong growth in pharmaceutical products business |
| • | Significant historical base in the UK and Ireland |
| • | Acquired Warner Chilcott adding US sales & marketing capability | |
| • | Listed on Nasdaq in September 2000 — Ticker symbol: GALN |
(1) Operating profit before goodwill and exceptionals
Galen Holdings PLC
Five Year Earnings Progress
| Operating Profit Before Goodwill | ||||
| Sales | and Exceptional Items | |||
 |
 |
|||
| *Galen ’99 sales =
$100 m (£67m) UP 187% from ’95 Pro Forma = $219 million ((£147m) |
*Galen ’99 op prof = $29 m (£19.4m), UP 401% from
’95 Pro Forma = $70 million (£47m) |
Warner Chilcott PLC
Acquired 9/29/00
| • | US-based specialty pharmaceutical business | |
| • | Women’s healthcare focus – branded product portfolio | |
| • | Competitively scaled women’s healthcare salesforce in the US | |
| • | Warner Chilcott name associated with branded pharmaceuticals for over 90 yrs | |
| • | Strong management team with proven pharmaceutical industry track record | |
| • | Portfolio of women’s healthcare products | |
| • | Profitable and strong cash flow generator |
 |
 |
(1) Except in 1999(PF), excludes benefit from the acquisition of Estrace Cream
and Ovcon in February 2000
Building an International Specialty Pharmaceutical
Products and Services Business
The acquisition of Warner Chilcott internationalized Galen’s business and provided
| • | US branded products business with significant women’s healthcare focus | ||
| • | Competitively scaled US women’s healthcare salesforce | ||
| • | Ability to commercialize Galen’s IVR in largest market – U.S. |
| • | Opportunity to accelerate R&D/product pipeline |
| • | Greater scale provides opportunities for further growth |
| • | in-licensing/acquisitions |
Two Growth Companies Combined
Proforma Revenues – Business and Geographic
 |
 |
Strong Management Team
International Management team with extensive
pharmaceutical industry expertise
| John King Roger Boissonneault Geoffrey Elliott Paul Herendeen |
Executive Chairman Chief Executive Officer Chief Financial Officer Executive Vice President |
Shareholder Value
| • | International investor profile | |
| and liquidity | ||
| • | 2000 – Listed on Nasdaq | |
| National Market | ||
| (Nasdaq:GALN) |
| • | London Stock Exchange | |
| (LSE:GAL) | ||
| • | Irish Stock Exchange (GAL) | |
| • | Market capitalization now | |
| nearly $2 billion |
Galen Holdings PLC
An Integrated Pharmaceutical Company
| Branded Prescription Medicines |
R&D Services for International Pharma |
Galen Holdings PLC
Group Divisions
| Products | Services | |||
| Based in Craigavon
(Northern Ireland),
the Galen division
develops,
manufactures and
markets prescription
medicines to
healthcare
professionals in key
therapeutic areas:
analgesics,
antibiotics,
cardiovascular,
gastrointestinal,
respiratory and
women’s health.
These products are
marketed through a
sales force of over
100 representatives
throughout the UK and
Ireland. Research
within Galen is
focused on the
development of
applications of novel
drug delivery
technology. |
Clinical Trial
Services (CTS)
designs, manufactures
and distributes
patient packs used in
clinical trials to
investigator sites
worldwide. From
state-of-the-art
facilities in
Craigavon (Northern
Ireland), Audubon
(Pennsylvania, USA)
and Durham (North
Carolina, USA), CTS
provides a global
service to many of
the world’s largest
multinational
pharmaceutical
companies.
|
 Interactive Clinical
Technologies Inc
(ICTI) provides
interactive voice
response systems
(IVRS) for clinical
trials’ management
from its US bases in
Lambertville (New
Jersey, USA) and San
Francisco
(California, USA),
along with a European
base in Maidenhead
(England). ICTI’s
leading edge systems
and technology enable
clients to
efficiently manage
supplies of clinical
trial packs and
collect real-time
patient enrolment
data. |
||
The Warner Chilcott
division is a
marketer of
prescription
pharmaceutical
products in the
United States,
primarily focused on
the women’s health
therapeutic category.
Through its national
sales force of over
220 representatives,
Warner Chilcott
markets branded
pharmaceutical
products directly to
physician specialists
across the country,
particularly
obstetrician/gynecologists and urologists. |
 Chemical Synthesis
Services (CSS)
operates an
integrated chemical
development service
for the
pharmaceutical
industry from custom
research through
process development
to kilo scale
synthesis of
intermediates and
actives at cGMP.
Research in
pharmaceutical
chemistry is
conducted within a
facility at Queen’s
University in
Belfast, which
provides access to an
extensive technology
base; pilot plant
manufacture is
carried out within a
world-class facility
at Craigavon
(Northern Ireland).
|
 Pharmaceutical
Development and
Manufacturing
Services (PDMS)
provides a broad
range of specialist
services for the
pharmaceutical,
healthcare and
biotechnology
industries.
Utilizing Galen’s
state-of-the-art
facilities in
Northern Ireland,
PDMS’s services
include drug product
formulation, process
development,
analytical method
development and
validation, pack
design,
commercial-scale
manufacture,
inventory management
and worldwide
distribution. |
||
| Pharmaceutical Products | |
| Five Year Sales Progress | |
| • | $177 million pro forma revenue in 1999; 81% of total | ||
| • | Strong prescription base (UK, Ireland & USA) | ||
| • | Women’s health, analgesia, gastroenterology, and respiratory | ||
| • | 134 products; 44 brands | ||
| • | Facilities: Craigavon, Northern Ireland and Rockaway, NJ USA |
Product Salesforce
| • | Increased global salesforce |
| • | Galen/Warner Chilcott US | 220 sales reps | |||
| • | Galen/Warner Chilcott UK/Ireland | 65 sales reps | |||
| • | Total | 285 sales reps |
| • | Target Marketing | |
| • | Brand Management |
Galen Product Group
UK/Ireland Products
Galen Product Group
Women’s Healthcare Products (US/UK)
| Marketed Products | Indication | Status | ||||
| Estrace Cream Ovcon 35 Ovcon 50 NataChew NataFort Pyridium/Plus |
HRT Oral Contraceptive Oral Contraceptive Prenatal Vitamin Prenatal Vitamin Urinary Analgesic |
Marketed Marketed Marketed Marketed Marketed Marketed |
 |
| Product Pipeline | Indication | Status | ||||
| IVR IVR IVR IVR IVR IVR |
HRT (EU) HRT (US) Continuous Combined Testosterone Contraceptive Infection Control |
In Registration Late Phase III Phase III Phase II Phase II Development |
 |
Research and Development
Proprietary Products for International Expansion
Intravaginal drug delivery (IVR) system
| • | Technology platform for internationalization | |
| • | Products in development |
| • | HRT | ||
| • | Infection control | ||
| • | Other |
| • | Other drug delivery applications |
| • | Eutectic technology |
| • | Core therapeutic areas |
| • | women’s health | ||
| • | analgesia | ||
| • | gastrointestinal |
Future Product Growth Opportunities
| • | Expand women’s healthcare focus |
| • | Commercialization of IVR technology platform |
| • | Development and manufacture of US products | |
| • | In-licensing/product acquisition opportunities | |
| • | Platform to expand into Europe | |
| • | Opportunity to accelerate R&D |
| |
|
|
| Pharmaceutical Services Five Year Sales Progress |
|
| • | $43 million revenue in 1999; 19% of total | |
| • | Clinical trial services and custom chemical design and synthesis | |
| • | 41% sales now in US subsidiaries | |
| • | Facilities: |
| • | Craigavon, Northern Ireland | ||
| • | Maidenhead, UK | ||
| • | 4 in USA (PA/NC/CA/NJ) |
Future Service Growth Opportunities
| • | Custom chemical design and synthesis business – large pharma/industry trends support growth | |
| • | New Drug Development – Clinical trials business | |
| • | Acquisition opportunities | |
| • | High profile customer list/reputation |
Key Strengths
| • | Sales and Marketing |
• branded prescription pharmaceuticals in the US and UK
| • | Operational Excellence in Custom Chemical Synthesis and Clinical Trial Services | |
| • | R&D – Drug Development | |
| • | U.S. Regulatory Expertise/FDA | |
| • | cGMP Manufacturing |
Financial Information
Financial Policies & Objectives
“Our guiding principle is to increase shareholder value through fundamentally sound operating and financial decision-making"
| • | Maintain financial flexibility to pursue growth strategy and build upon presence in European and US markets |
Adhere to highly selective acquisition criteria
Pursue acquisitions at measured pace – integration a priority
| • | Future financial reporting – $US/US GAAP |
Proforma Profit & Loss
Unaudited Proforma Consolidated Profit and Loss Account
| FYE | YE | |||||||
| (in millions) | ||||||||
| 9/30/99 PF | 3/31/00 PF | |||||||
| Revenue | $ | 219.1 | $ | 243.8 | ||||
| Gross profit | $ | 139.2 | $ | 154.3 | ||||
| Operating expenses | $ | 69.1 | $ | 73.9 | ||||
| EBITDA and non operating | $ | 70.1 | $ | 80.4 | ||||
| items | ||||||||
Proforma Capitalization
Unaudited Proforma Capitalization
| (in millions) | |||||
| 3/31/00 PF | |||||
| Cash | $ | 71.5 | |||
| Funded debt | $ | 228.0 | |||
| Net debt | 156.5 | ||||
| Book equity | $ | 440.1 | |||
Outlook
“Building an International
Specialty Pharmaceutical
Products and Services Business”
Strategic Objectives
Strategic
| • | Build upon company strengths in products and services | |
| • | Leverage U.S./UK market position to expand global presence | |
| • | Growth through internal development and selective acquisitions/in-licensing |
Operating
| • | Focus on specialty therapeutic categories; women’s health | |
| • | Leverage cGMP and technological strengths | |
| • | Achieve organizational excellence |
Financial
| • | Attain 10% average annual revenue growth | |
| • | Achieve 25% average annual growth in cash earnings |
Why Invest in Galen Holdings?
| • | Two growth companies combined = pro forma revenues of $244 million and $80 million EBITDA | |
| • | International investor profile and liquidity | |
| • | Multiple avenues of growth |
| • | Internal growth – existing products and services | ||
| • | R&D Pipeline/Technology | ||
| • | Acquisitions/in-licensing |
| • | Strong management team with significant equity stake |
Galen Holdings PLC
“Building an International Specialty Pharmaceutical
Products and Services Business”
Legal Information
| • | This presentation contains forward-looking statements which are based on assumptions and external factors, including assumptions relating to, but not limited to, the compatibility of the combined businesses, regulatory action, product pricing, competitive market conditions, unaudited financial data, new product development and other risks or uncertainties. These forward-looking statements represent the companies’ judgement as of the date of this presentation and any changes in the assumptions or external factors could produce significantly different results | |
| • | This presentation does not constitute an offer to sell or issue, or a solicitation of any offer to purchase or subscribe for, any ordinary shares in the Company, nor shall it form the basis of, or be relied upon in connection with, any contract for such purchase or subscription. No representation or warranty, express or implied, is made or given by the Company as to the accuracy or completeness of the information or the opinions contained in this presentation, and no liability is accepted for any such information or opinions | |
| • | Nothing in this presentation should be construed as a profit forecast or be interpreted to mean that the earnings per share of Galen as enlarged by this Transaction for the current year or future years will necessarily match or exceed the historical published earnings per share of Galen and Warner Chilcott. |
Legal Information (continued)
| • | Investors and security holders may obtain free copies of documents filed by
Galen and
Warner Chilcott with the Securities and Exchange Commission at the
Commission’s web site
at www.sec.gov. Further information may also be obtained for free by
directing such
requests to: Galen Holdings/Warner Chilcott PLC, 80 Corporate Centre, 100
Enterprise Drive,
Suite 280, Rockaway, New Jersey 07866, USA, Attention: Investor Relations,
telephone: +1
973 442 3200, e-mail:[email protected] or from Galen by directing such
requests to: Galen
Holdings PLC, Seagoe Industrial Estate, Craigavon, Northern Ireland, BT63
5UA, Attention:
Investor Relations, telephone: +44 28 3833 4974, e-mail:[email protected] |
|
| • | Certain financial data (including the pro forma information) contained in this documents is calculated on or derived from data which is based on UK or US generally accepted accounting principles. Investors and security holders should be aware that this financial data may be reconciled to US or UK generally accepted accounting principles in the Shareholder Documentation and accordingly such financial data may be different in such Shareholder Documentation |
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