THE OUTSIDER:

PERSPECTIVES FROM ALLERGAN’S LARGEST SHAREHOLDER

SPEAKERS: DR. ARI KELLEN, HOWARD SCHILLER,

WILLIAM A. ACKMAN, BILL DOYLE, AND J. MICHAEL PEARSON

(MUSIC)

MODERATOR:

The presentation will begin momentarily. Following the presentation, Bill and Michael will take questions from both live, the audience, and from questions submitted by emailing [email protected] That email can also be found on the webcast page itself. And at this time, we ask that you silence your electronic devices. (MUSIC)

PG.1


This communication and the presentation today do not constitute an offer to buy or a solicitation of an offer to sell any securities. This communication and the presentation today relate to a proposal which Valeant Pharmaceuticals International Inc. has made for a business combination transaction with Allergan Inc. In furtherance of this proposal and subject to future developments, Valeant and Pershing Square Capital Management L.P. may file one or more registration statements, proxy statements, or other documents with the U.S. Securities and Exchange Commission.

This communication is not a substitute for any proxy statement. The proxy statement, registration statement, prospectus, and other documents filed with the SEC, should be read carefully, in their entirety, if and when they become available, as they will contain important information about the proposed transaction. Any definitive proxy statements will be mailed to stockholders of Allergan or Valeant, as applicable.

PG.2


Investors and security holders will be able to obtain free copies of these documents and other documents filed with the SEC by Valeant and/or Pershing Square through the website maintained by the SEC at www.sec.gov. Information regarding the names and interests in Allergan and Valeant, of Valeant and persons related to Valeant who may be deemed participants in any solicitation of Allergan or Valeant shareholders in respect of a Valeant proposal for a business combination with Allergan is available in the additional definitive proxy-soliciting material in respect of Allergan filed with the SEC by Valeant on April 21, 2014.

Information regarding the names and interests in Allergan and Valeant, of Pershing Square and persons related to Pershing Square who may be deemed participants in any solicitation of Allergan or Valeant shareholders in respect of a Valeant proposal for a business combination with Allergan is available in the additional definitive proxy-soliciting material in respect of Allergan filed with the SEC by Pershing Square.

PG.3


The additional definitive proxy-soliciting material referred to in this paragraph can be obtained, free of charge, from the sources indicated above.

(OFF-MIC CONVERSATION)

MODERATOR:

Our presentation today contains forward-looking information. We would ask that you take a moment to read the forward-looking statements legends at the beginning of our presentation, as it contains important information which is on the screen above. (MUSIC)

Ladies and gentlemen, please excuse us as we are waiting for people to come into the auditorium. The program will begin shortly. (MUSIC)

Ladies and gentlemen, please welcome J. Michael Pearson, chairman and CEO of Valeant. (APPLAUSE)

PG.4


J. MICHAEL PEARSON:

Welcome to our investor presentation, and those of you on the webcast, thank you for listening in. For our shareholders that are here today, I want to reassure you that Valeant still worries about every penny, and this whole production is all being paid for by Bill Ackman. So. (LAUGHTER) this is what it’s like, I guess now I know what it’s like to be in a big pharma company. So this is, (LAUGHTER) this is good. This will never happen again, (LAUGHTER) unless someone else wants to pay.

We posted our presentation on our website at 8:00 a.m. I suspect some of you have had a chance to read it; some of you haven’t. But we’re going to try to get through the presentation materials pretty quickly. We tried to make them pretty comprehensive so later on you could take a look and it gives you all the inputs you need for your models, that type of thing. But I’d rather get to the Q&A piece of this sooner rather than later, because that’ll be the most interesting hopefully for all of you, and certainly for us.

PG.5


In terms of what’s going to happen, I will cover the strategic and financial rationale for this deal. Dr. Ari Kellen, who joined us in January and was a colleague of mine for the last 30 years he was at McKinsey, some of you have had a chance to meet him. He’s going to talk about our the proposed new approach to R&D at Allergan, and with Allergan and Valeant together, because I know that’s going to be a hot topic.

Howard will then come up and sort of go through the transaction wrap-up. Then we’ll turn it over to Pershing, who has prepared their own presentation for why they invested $4 billion and why they’re supporting the transaction, both in the short term and the long term, which is what’s important for me, that in terms of their belief in our company and the combined entity. And then finally, we’ll get to the Q&A.

PG.6


So, going to the presentation, we can skip the forward-looking statements. I think they read them. I guess I’m supposed to do something. Here we go. So why does this make sense? This slide basically summarizes the whole thing, from my standpoint.

First of all, from a therapeutic fit, geographic fit, we become a very, very powerful specialty pharma company with very, very durable assets. We think this will be great for patients and for physicians around the world. And I think it’s going to promise us high single-digit organic growth for the foreseeable future. And if you look at the durability of the assets that we’ll have, I think it’s going to be like no other pharmaceutical company. Very, very limited patent cliff exposure at all.

Upon the combination, if we assume this deal had been done at the beginning of this year, January 1, and we were able to get all the synergies, it would have represented about 25% to 30% cash accretion. And more important is year two and beyond, it’s 15% to 20% cash EPS accretion every year basically for the next ten years.

PG.7


So how are we going to do that? First, we’ve done a fair amount of analysis of Allergan. We know the company quite well. We believe that we can extract $2.7 billion of synergies; 80% of that, we can capture in the first six months. Most of their operations are in the U.S., and it’s a lot easier and it’s a lot cheaper

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