EX-99.(C)(4) 5 d762369dex99c4.htm EX-99.(C)(4) EX-99.(c)(4)

Exhibit (c)(4)

 

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Turtle Litigation & Settlements OverviewDecember 2023


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Notice to RecipientConfidentialThese materials have been prepared by one or more affiliates of Bank of America Corporation for the client or potential client to whom such materials are directly addressed and delivered (the “Company”) for discussion purposes only in connection with an actual or potential mandate or engagement and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate. These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, and may not be, in whole or in part, reproduced, quoted or referred to, or shown, transmitted, or otherwise given to any person other than Company’s authorized representatives, without our prior written consent. 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Generic Drug Price Fixing Litigation Summary? We have analyzed three lawsuits related to price fixing of generic drugs: ? DOJ Antitrust,? DOJ Civil, and ? Multi-Jurisdictional—the lawsuit for which Turtle has made a provision? In analyzing the DOJ’s deferred prosecution agreement, we found disclosures from Glenmark, Teva, Apotex and Sandoz:– Glenmark, Teva and Apotex each had one key generic drug under scrutiny whereas Sandoz had 18 and Turtle had 8– Teva, Sandoz and Turtle are the largest companies by revenue that are affiliated with the lawsuit 1 DOJ Antitrust Lawsuit 2 DOJ Civil Court Lawsuit 3 Multi-Jurisdiction Settlement ? Penalty is not related to company size and ? Glenmark and Teva have not yet been ? Teva has partially settled the claim whereas is more directly related to sales of the charged a penalty from the DOJ civil division all other peers appear to be contesting the products in question lawsuit ? Turtle and Sandoz each settled for ? Glenmark, Sandoz and Turtle all received a approximately $200mm and have similar ? Turtle booked a provision of $140mm as of penalty that represents approximately 40% sized businesses 31-Mar-23 of sales of the products in question? Apotex paid a penalty of $49mm, however, it ? Glenmark, Teva and Sandoz have provisions ? Apotex’s penalty was lower at 23% of sales is a much smaller business for this lawsuit, although the specific of the products in question amount is undisclosed / aggregated in the total provision balance? Apotex’s financial statements are not public1_______________________Source: Company filings and DOJ public filings as of December 1, 2023.


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Penalties Generic Drug Overview Price Fixing Litigation – Agreement & DOJ Antitrust Division—Deferred Prosecution Agreement DOJ Civil Division—Settlement Multi-Jurisdiction—SettlementCriminal Sales During Crim Pen Key Other Company Key Drugs Date Penalt % Sales Penalty Date Penalty Date PenaltyFor Key Drugs(3)1 generic drug 8/21/2023 $30 $77 39% Divestiture ——Not Settled (pravastatin)Approx. $1.0mm for $50mm drug 1 generic drug 8/21/2023 $225 Undisclosed—donation + — Partially each 1% share of the (pravastatin) Settled(1) national population divestiture per state1 generic drug 5/7/2020 $24 $105 23%—9/30/2021 $49—NA (pravastatin)18 generic drugs 3/2/2020 $195 $500 39%—9/30/2021 $185—Not SettledTurtle 8 generic drugs 7/23/2022 $206 $500 41%—9/30/2021 $213—$140(2)Settlements & Loss Contingencies for Turtle was $558.9mm in the year ended March 31, 2021, which consisted of settlement charges of $205.7mm and $213.3mm related to the global resolution of the DOJ investigations into the U.S. generic pharmaceutical industry and separately, an additional provision of $140.0mm related to ongoing multi-jurisdiction civil antitrust matters.As of March 31, 2023, the penalties related to the DOJ investigations had been paid and the Settlements & Loss Contingencies balance was $140.0mm related to ongoing multi-jurisdiction civil antitrust matters._______________________2 Source: Company filings and DOJ public filings as of December 1, 2023.(1) Mississippi (June 2021), Louisiana (March 2022), Georgia (September 2022), Arkansas (October 2022) and Florida (February 2023). (2) Represents provision related to ongoing multi-jurisdiction civil antitrust matters.(3) As disclosed in each respective DPA agreement published in the DOJ website. Represents sales of the key drugs in the lawsuit during the relevant periods.


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Turtle Settlement & Loss Contingencies Provision2021: $140.0mm 2022: $200.0mm 2023: $140.0mmAs Reported on Turtle’s Annual Reports? Settlements and loss contingencies was $558.9 ? Settlements and loss contingencies was $61.4 ? On November 4, 2021, a settlement was reached million in the year ended March 31, 2021, which million in the year ended March 31, 2022, which with the putative Direct Purchaser Plaintiff class consisted of: consisted of: (“DPPs”), a putative class generally comprised of wholesalers and distributors that purchased ? Settlement charge of $418.9 million ? Additional legal contingency of $60.0 generic drug products from manufacturers related to the global resolution of the million related to ongoing multi-Department of Justice (“DOJ”) jurisdiction civil antitrust matters ? The Court approved the settlement on March 10, investigations into the U.S. generic 2023, pursuant to which Turtle U.S.A. paid pharmaceutical industry ? $1.4 million related to the global $67.6mm, which was reduced by $7.96mm as a resolution with the Department of result the threshold percentage of class members ? Additional provision of $140.0 million Justice (“DOJ”) in connection with its that opted out of the settlement related to ongoing multi-jurisdiction investigations into the U.S. generic civil antitrust matters pharmaceutical industry ? Payment of ~$60.0 million settlement decreases the provision total back to $140.0mmAs Reported on Sun’s Annual ReportsSun does not provide a detailed breakdown of Provision components; however, the Notes to the Consolidated Financial Statements seem to indicate amounts recognized in line with Turtle’s Financial Statements:“…in respect of ongoing multi-jurisdiction civil “…in respect of ongoing multi-jurisdiction civil “…in respect of ongoing multi-jurisdiction civil antitrust matters, currently in progress, Turtle U.S.A, antitrust matters, currently in progress, Turtle has antitrust matters, currently in progress, Turtle has has made a provision of US$140mm (equivalent to made a provision of US$200mm (equivalent to made a provision of US$200mm (equivalent to  10,384mm) for the year ended March 31, 2021.”  14,809mm). Of the US$200mm (equivalent to  14,809mm) (…) On April 08, 2022, our U.S.  14,809mm), amounts of US$60mm and US$80mm subsidiaries, Turtle U.S.A. and SPIINC each entered – Note 61.a. to Sun Pharmaceuticals Consolidated (equivalent to  4,552mm and  5,833mm) were into settlement agreements that resolve the above-Financial Statements for FY 2020-2021 accounted for in year ended March 31, 2021 . Further, referenced civil antitrust matter with the DPPs without an additional provision of US$60mm (equivalent to any admission of guilt or violation of any statute, law,  4,425mm) was recognized in the year ended March rule or regulation, or of any liability or wrongdoing, 31, 2022.” pursuant to which Turtle paid US$60mm (provided for in earlier period) as a result of the percentage of – Note 61.a. to Sun Pharmaceuticals Consolidated class members that opted out of the settlement.” Financial Statements for FY 2021-2022– Note 61.a. to Sun Pharmaceuticals Consolidated Financial Statements for FY 2022-20233 Provision Total within Turtle Settlements & Loss Contingencies Balance as of Fiscal Year End_______________________Source: Company filings as of December 1, 2023.