EX-99.(C)(6) 7 d762369dex99c6.htm EX-99.(C)(6) EX-99.(c)(6)

Exhibit (c)(6)

 

LOGO

Confidential Project Turtle Presentation to the Special Committee January 17, 2024


LOGO

Notice to Recipient Confidential These materials have been prepared by one or more subsidiaries of Bank of America Corporation for the Special Committee of the Board of Directors (the “Committee”) of Taro Pharmaceutical Industries Ltd. (the “Company”) in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials are based on information provided by or on behalf of the Committee, the Company and/or other potential transaction participants, from public sources or otherwise reviewed by us. We assume no responsibility for independent investigation or verification of such information (including, without limitation, data from third party suppliers) and have relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the Committee or the managements of the Company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company and are being furnished and should be considered only in connection with other information, oral or written, being provided by us in connection herewith. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Bank of America Corporation or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. These materials are for discussion purposes only and are subject to our review and assessment from a legal, compliance, accounting policy and risk perspective, as appropriate, following our discussion with the Committee. We assume no obligation to update or otherwise revise these materials. These materials have not been prepared with a view toward public disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Committee, the Audit Committee of the Company and the Board of Directors of the Company, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. These materials may not reflect information known to other professionals in other business areas of Bank of America Corporation and its affiliates. Any League Tables referenced within these materials have been prepared using data sourced from external third party providers as outlined in the relevant footnotes where applicable. For persons wishing to request further information regarding these third party providers and the criteria and methodology used to prepare a league table please contact your usual Bank of America or BofA Securities representative/Relationship Manager. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value This document is NOT a research report and is NOT a product of a research department and the material in this communication is not investment research or a research recommendation. This document is not prepared as or intended to be investment advice, and the content is not and should not be considered as investment advice under any circumstances. The BAC Group has adopted policies and guidelines designed to preserve the independence of our research analysts. These policies prohibit employees from, directly or indirectly, offering research coverage, a favorable research rating or a specific price target or offering to change a research rating or price target as consideration for or an inducement to obtain business or other compensation and prohibit research analysts from being directly compensated for involvement in investment banking transactions. The views expressed herein are the views solely of the specific BAC Group line of business providing you with these materials and no inference should be made that the views expressed represent the view of the firm’s research department. Any statements contained herein as to tax matters were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to the contrary, the Company shall be permitted to disclose the tax treatment and tax structure of a transaction—including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or any non-public commercial or financial information (except to the extent any such information relates to the tax structure or tax treatment)—on and after the earliest to occur of the date of (i) public announcement of discussions relating to such transaction, (ii) public announcement of such transaction or (iii) execution of a definitive agreement (with or without conditions) to enter into such transaction; provided, however, that if such transaction is not consummated for any reason, the provisions of this sentence shall cease to apply. We are required to obtain, verify and record certain information that identifies the Company, which information includes the name and address of the Company and other information that will allow us to identify the Company in accordance, as applicable, with the USA Patriot Act (Title III of Pub. L. 107-56, as amended, which was signed into law October 26, 2001) and such other laws, rules and regulations as applicable within and outside the United States. For more information, including who your contractual service provider is or will be, the terms and conditions that apply to the service(s), and information regarding external third-party data providers and the criteria and methodology used to prepare a league table, please contact your Bank of America or BofA Securities representative or relationship manager. Notice regarding Bank of America or BofA Securities entities outside of the United States: For Bank of America or BofA Securities entities outside the United States, please see additional information via the following link: https://www.bofaml.com/en-us/content/baml-disclaimer.html. Notice regarding Bank of America or BofA Securities entities in the EEA and UK: For Bank of America or BofA Securities entities in the European Economic Area and the United Kingdom, please see additional information via the following link: www.bofaml.com/mifid2. Disclosure regarding BofA Securities Europe SA: BofA Securities Europe SA (“BofASE SA”), with registered address at 51, rue La Boétie, 75008 Paris is registered under n° 842 602 690 RCS Paris. In accordance with the provisions of French Code Monétaire et Financier (Monetary and Financial Code), BofASE SA is an établissement de crédit et d’investissement (credit and investment institution) that is authorised and supervised by the European Central Bank and the Autorité de Contrôle Prudentiel et de Résolution (ACPR) and regulated by the ACPR and the Autorité des Marchés Financiers. BofASE SA’s share capital can be found at www.bofaml.com/BofASEdisclaimer. Notice for Argentina: “Merrill Lynch” is the trademark that Bank of America Corporation uses in the Republic of Argentina for capital markets, financial advisory and investment businesses, which are conducted by and through Merrill Lynch Argentina S.A. This entity does not conduct any activities subject to banking license, such as capturing deposits from the public. Notice for Brazil: Bank of America and BofA Securities’ Ombudsman*| Toll Free: 0800 886 2000 * Bank of America Merrill Lynch Banco Múltiplo S.A. (the banking affiliate in Brazil of Bank of America Corporation) and Merrill Lynch S.A. Corretora de Títulos e Valores Mobiliários (the registered broker dealer in Brazil). Notice for Chile: Bank of America N.A., Oficina de Representacion (Chile), is a representative office in Chile of Bank of America N.A., supervised by the Comisión para el Mercado Financiero and authorized to promote in Chile select products and services that Bank of America N.A. provides outside of Chile. Neither Bank of America, N.A., nor its representative office in Chile, is authorized to carry out in Chile any activities that are reserved by Chilean law to locally licensed banks. Notice for Colombia: Bank of America N.A., Oficina de Representacion (Colombia), is a representative office in Colombia of Bank of America N.A., supervised by the Superintendencia Financiera de Colombia and authorized to promote in Colombia select products and services that Bank of America N.A. and BofA Securities, Inc. provides outside of Colombia. Neither Bank of America, N.A., nor its representative office in Colombia, is authorized to carry out in Colombia any activities that are reserved by Colombian law to locally licensed banks. Notice for Dubai International Financial Centre: Merrill Lynch International is authorised and regulated by the Dubai Financial Services Authority. Principal address is ICD Brookfield Place, Level 46, Dubai International Financial Centre, Dubai, United Arab Emirates. License no. CL0322, P.O. Box 506576, Dubai, United Arab Emirates. This communication is not for distribution to the public or a large number of persons, but is personal to named recipients; it is directed to professional and market customers and not to retail customers. The financial products/financial services to which this marketing material relates is only made available to customers who in the view of Merrill Lynch International meet the regulatory criteria to be a Client under DFSA Conduct of Business rules (COB 2.3). Please note that Merrill Lynch International does not deal with retail clients. Notice for Hong Kong: Bank of America, National Association, Hong Kong Branch, is a branch of a national banking association organized and existing with limited liability under the laws of the United States of America. Notice for Kingdom of Saudi Arabia: This marketing communication is issued and approved by the Merrill Lynch Kingdom of Saudi Arabia Company which is authorised and regulated by the Kingdom of Saudi Arabia Capital Market Authority (“CMA”). Principal address is Kingdom Tower, 22 Floor, 2239 Al-Orouba Road, Olaya, Unit No: 50, Ar Riyadh 12214-9597, Saudi Arabia. This communication includes information given in compliance with the Regulations of the CMA. This communication may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the regulations issued by the CMA. The CMA does not make any representation as to the accuracy or completeness of this communication, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this communication. This material is not to be distributed to, nor to be read by, retail clients. Notice for Mexico: Bank of America México, S.A., Institución de Banca Múltiple is a banking affiliate in Mexico of Bank of America Corporation and Merrill Lynch México, S.A. de C.V., Casa de Bolsa is a registered broker dealer affiliate in Mexico of Bank of America Corporation. Notice for Peru: Bank of America N.A., Oficina de Representacion (Peru), is a representative office in Peru of Bank of America N.A., supervised by the Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones and authorized to promote in Peru select products and services that Bank of America N.A. and its investment banking affiliates provide outside of Peru. Neither Bank of America, N.A., nor its representative office in Peru, is authorized to carry out in Peru any activities that are reserved by Peruvian law to locally licensed banks. Notice for Qatar Financial Centre: Merrill Lynch International (QFC) Branch is licensed by the Qatar Financial Centre Regulatory Authority. Principal address is Tornado Tower, Level 22, West Bay, Doha, Qatar. QFC License no. 00258, P.O. Box 27774, Doha, Qatar. This communication is not for distribution to the public or a large number of persons, but is personal to named recipients; it is directed to eligible counterparty or business customers and not to retail customers. The financial products/financial services to which this marketing material relates is only made available to customers who in the view of Merrill Lynch International (QFC) Branch meet the regulatory criteria to be a Client under QFCRA Customer and Investor Protection Rules 2019. Please note that Merrill Lynch International (QFC) Branch does not deal with retail customers. ©2024 Bank of America Corporation. All rights reserved. 1/2024


LOGO

Confidential Transaction Overview Overview of Transaction Premiums and Multiples Definitions: Unaffected Price: Turtle share Price 1-day Prior to Sun Offer Dated 05/26/23 Unaffected Date: 05/25/23 Day Prior to Disclosure of Revised Offer: 12/08/23 Day Prior to Disclosure of Sun NBO Dated Sun NBO Dated Unaffected Revised Offer Price Current 05/26/23 12/10/23 Share Price as of 05/25/23 12/08/23 01/16/24 Purchase Price Purchase Price Capital Structure as of 03/31/23 09/30/23 (1) 09/30/23 (1) 09/30/23 (1) 09/30/23 (1) $/Share Unless Otherwise Noted Offer Price Reference $28.97 $37.89 $41.04 $38.00 $43.00 Fully Diluted Shares Outstanding (mm) 37.587 37.587 37.587 37.587 37.587 Implied Fully Diluted Equity Value ($mm) $1,089 $1,424 $1,543 $1,428 $1,616 (-) Net Cash & Eq ($1,255) ($1,295) ($1,295) ($1,295) ($1,295) (+) Settlement and loss contingencies (2) $141 $141 $141 $141 $141 Implied Enterprise Value ($26) $269 $388 $273 $461 Premium / (Discount) to: Sun NBO Dated 05/26/23 $38.00 (23.8%) (0.3%) 8.0%—13.2% Unaffected Price $28.97—30.8% 41.7% 31.2% 48.4% Day Prior to Disclosure of Revised Offer Price $37.89 (23.5%)—8.3% 0.3% 13.5% Current (01/16/24) $41.04 (29.4%) (7.7%)—(7.4%) 4.8% 52w High (07/21/22) (12 month period until Unaffected Date) $39.90 (27.4%) (5.0%) 2.9% (4.8%) 7.8% 52w Low (03/28/23) (12 month period until Unaffected Date) $23.00 26.0% 64.7% 78.4% 65.2% 87.0% 30d VWAP (12 month period until Unaffected Date) $28.11 3.1% 34.8% 46.0% 35.2% 53.0% 60d VWAP (12 month period until Unaffected Date) $27.27 6.2% 39.0% 50.5% 39.4% 57.7% Implied Multiples Turtle Management Financial Model Shared on October 10, 2023 Metric (3) 2023E CY EV/Adj. EBITDA $38mm n.m. 7.1x 10.3x 7.2x 12.2x 2024E CY EV/Adj. EBITDA $43mm n.m. 6.3x 9.1x 6.4x 10.8x Source: Financial forecasts for Turtle prepared by Turtle management provided on October 10, 2023 and approved for BofA use by Turtle Special Committee (“Turtle Management Projections”), Company filings and FactSet as of January 16, 2024. 1 (1) Estimated Balance Sheet per Turtle management. (2) Reflects estimated exposure as of 03/31/23 and 09/30/23, correspondingly, relating to the global resolution with the U.S. Department of Justice in connection with its investigations into the U.S. generic pharmaceutical industry accrued for as a current liability on Turtle’s Balance Sheet as of 03/31/23 and 06/30/23, correspondingly. (3) Calendarized Adj. EBITDA based on Turtle Management Projections.


LOGO

Confidential Summary of Key Changes to Financial Analysis January 16, 2024 vs. October 23, 2023 Updated Materials as of: 01/16/2024 Materials as of: 10/23/2023 Turtle Mgmt. No change Projections as reviewed and approved by Turtle Board Projections Implied Equity Value per Share Range: $40.50—$44.50 Implied Equity Value per Share Range: $39.50—$42.80 Discounted Cash Discount Rate Range: 10.0%—12.0% Discount Rate Range: 11.0%—13.0% Flow Analysis Based on lower risk-free rate of 4.4% Based on a risk-free rate of 5.3% Perpetuity Growth Rate: No change Perpetuity Growth Rate: (1.0%)—1.0% Capitalization Fully diluted shares outstanding: No change Fully diluted shares outstanding: 37.587mm 52-Week High: No change 52-Week High: $39.90 Price Target: No change / PV of Price Target: $31.50 (1) Price Target: $35 / PV of Price Target: $31.25 For Reference Unaffected Stock Price: No change Unaffected Stock Price: $28.97 Only Premium to Unaffected Stock Price: 32%—57% / $38.25—$45.60 Premium to Unaffected Stock Price: 31%—59% / $37.90—$46.20 Premium to 52-week High Stock Price: (17%)—13% / $33.30—$45.10 Premium to 52-week High Stock Price: (17%)—13% / $32.95—$45.05 Public CY 2023E Multiple Range: 7.6x – 13.5x CY 2023E Multiple Range: 7.0x – 12.5x Comparables CY 2024E Multiple Range: 7.2x – 12.0x CY 2024E Multiple Range: 6.5x – 10.5x (Unadjusted) Public Comparables CY 2023E Multiple Range: 4.2x – 7.5x CY 2023E Multiple Range: 4.0x – 7.0x (Adjusted) Balance Sheet Net Cash / (Debt): No change Net Cash / (Debt): $1,155mm Bolding indicates a change to the analysis as presented to the Special Committee on 10/23/2023. 2 _______________________ Source: Turtle Management Projections. (1) Nominal 12-month target of $35.00 is unchanged. PV of share price target calculated using lower cost of equity of 11.1% as of 01/16/24 vs. 11.9% as of 10/23/23.


LOGO

Confidential Turtle Public Market Perspectives Share Price Performance & Wall Street Research Target Price – Since Unaffected 240 225 210 Share Price 180 Performance 167 150 Indexed to 131Turtle 130 05/25/2023 Peers 129Median 129 120 111 100 106 97 90 5/25/2023 6/25/2023 7/25/2023 8/25/2023 9/25/2023 10/25/2023 12/08/2023 Day Prior to Disclosure Unaffected of Revised Offer 180 174 171 160 Target Price 150 Peers Evolution 140 141 Median 141 (For Reference) 135 Indexed to 120 05/25/2023 109 100 Turtle 96 80 5/25/2023 8/25/2023 9/25/2023 10/25/2023 12/08/2023 H.C. Wainwright & Co. dropped their price target on June 5, 2023 following the announcement of Sun Pharma’s offer to 3 buy the remaining stake in Turtle Source: Company filings, Factset as of January 16, 2024.


LOGO

Confidential Turtle Public Market Perspectives Relative Trading Multiples Evolution – Last 5 Years Sun Pharma Proposal (May 26, 2023) $4,500 of $38.00 per share Turtle $3,250 Sun Pharma NBO (December 10, 2023) of $43.00 per share Equity Value $2,000 & $1,543 Enterprise Value $750 $388(1) ($mm) $0 ($500) 01/16/19 01/16/20 01/16/21 01/16/22 01/16/23 01/16/24 Turtle Equity Value Turtle Enterprise Value Average EV / LTM Adj. EBITDA Avg. During: 2019CY 2020CY 2021CY 2022CY LTM Last 3 Yrs Last 5 Yrs Peers Median 10.9x 10.3x 9.7x 7.9x 8.0x 9.1x 9.7x Until Turtle 6.8x 3.9x 7.5x 2.9x 1.7x 4.5x 5.1x Unaffected Date Turtle Discount (%) (37%) (62%) (23%) (63%) (79%) (50%) (47%) (05/25/23) Turtle Discount (x) (4.0x) (6.4x) (2.2x) (5.0x) (6.3x) (4.6x) (4.6x) EV / 14.0x LTM Adj. EBITDA 11.2x 10.5x 8.7x(3) (x) 7.0x 3.5x 0.0x 01/16/19 01/16/20 01/16/21 01/16/22 01/16/23 01/16/24 Turtle Peers Median(2) Source: Company filings, Turtle Management Projections, Factset as of January 16, 2024. 4 Note: $ in USD unless otherwise noted. (1) For dates on or after 09/30/23, based on estimated Balance Sheet per Turtle management as of 09/30/23. (2) Peers includes ANIP, AMPH, AMRX, GLEN, AURO, APN and Hikma. Median considers individual EV / LTM Adj. EBITDA multiples greater than 0.0x and less than 30.0x. (3) Calendarized LTM EBITDA based on reported EBITDA for FY 2018, 2019 and 2020 and Adj. EBITDA for FY 2021, 2022, 2023 and 2024E based on Turtle Management Projections.


LOGO

Confidential Turtle Management Projections Summary Historicals Management Projections Fiscal Year Ending March 31, CAGR CAGR CAGR 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E ‘21A -‘24E ‘24E -‘34E ‘28E -‘34E Base $549 $561 $564 $608 $581 $586 $608 $619 3.5% NM NM New FY 23 / 24 $0 $0 $9 $19 $24 $27 $29 $31 NM NM NM Pipeline $0 $0 $0 $2 $39 $88 $120 $139 NM NM NM Net Revenue $549 $561 $573 $629 $644 $701 $757 $789 $820 $849 $877 $903 $927 $949 4.7% 4.2% 3.1% % Growth 2.3% 2.1% 9.9% 2.3% 8.9% 8.0% 4.2% 3.9% 3.6% 3.3% 3.0% 2.7% 2.3% (-) COGS (Product Costs & Royalties) ($198) ($231) ($255) ($280) ($282) ($313) ($343) ($360) ($374) ($388) ($401) ($412) ($423) ($432) 12.2% 4.4% 3.1% % of Net Revenue 36.2% 41.2% 44.5% 44.5% 43.8% 44.7% 45.3% 45.7% 45.7% 45.7% 45.7% 45.6% 45.6% 45.6% Gross Profit (excl. All Others) $350 $330 $318 $349 $362 $388 $414 $428 $445 $461 $477 $491 $505 $517 (0.1%) 4.0% 3.2% % Margin 63.8% 58.8% 55.5% 55.5% 56.2% 55.3% 54.7% 54.3% 54.3% 54.3% 54.3% 54.4% 54.4% 54.4% (-) COGS (All Others) ($54) ($37) ($50) ($55) ($55) ($55) ($55) ($55) ($57) ($59) ($61) ($63) ($65) ($67) 0.6% 2.0% 3.4% % of Net Revenue 9.8% 6.6% 8.7% A 8.7% 8.5% 7.8% 7.2% 6.9% 6.9% 6.9% 7.0% 7.0% 7.0% 7.0% Gross Profit $296 $293 $268 $294 $307 $333 $359 $374 $388 $402 $416 $428 $440 $450 (0.2%) 4.3% 3.1% % Margin 54.0% 52.2% 46.8% 46.8% 47.7% 47.5% 47.4% 47.4% 47.4% 47.4% 47.4% 47.4% 47.4% 47.4% (-) General and Administrative ($53) ($57) ($85) ($102) ($101) ($103) ($105) ($107) ($111) ($116) ($120) ($124) ($128) ($131) 24.4% 2.6% 3.5% % of Net Revenue 9.6% 10.2% 14.9% 16.2% 15.8% 14.7% 13.9% 13.5% 13.6% 13.6% 13.7% 13.7% 13.8% 13.8% (-) Sales and Marketing ($39) ($57) ($113) ($119) ($121) ($125) ($129) ($133) ($138) ($143) ($147) ($152) ($157) ($161) 45.5% 3.1% 3.3% % of Net Revenue 7.0% 10.1% 19.8% 18.8% 18.8% 17.9% 17.1% 16.8% 16.8% 16.8% 16.8% 16.8% 16.9% 16.9% (-) Research and Development ($60) ($55) ($52) ($73) ($74) ($76) ($77) ($79) ($82) ($86) ($89) ($92) ($95) ($98) 6.7% 3.0% 3.7% % of Net Revenue 11.0% 9.7% 9.1% 11.6% 11.6% 10.8% 10.2% 10.0% 10.0% 10.1% 10.1% 10.2% 10.3% 10.3% EBIT (2) ($414) $63 $18 $1 $10 $28 $47 $56 $57 $58 $59 $60 $60 $61 (113.3%) 51.0% 1.4% % Margin NM 11.3% 3.1% 0.2% 1.5% 4.0% 6.3% 7.0% 7.0% 6.9% 6.8% 6.6% 6.5% 6.4% Adj. EBIT (1) $146 $130 $16 $3 $12 $31 $49 $57 $59 $60 $61 $62 $62 $62 (73.4%) 36.7% 1.5% % Margin 26.6% 23.1% 2.8% 0.4% 1.9% 4.5% 6.4% 7.2% 7.1% 7.1% 6.9% 6.8% 6.7% 6.6% EBITDA (2) ($390) $89 $50 $33 $43 $64 $86 $96 $99 $102 $104 $106 $108 $109 (143.7%) 12.9% 2.1% % Margin NM 15.9% B 8.7% 5.2% 6.7% 9.2% 11.4% 12.2% C 12.1% 12.0% 11.9% 11.8% 11.7% 11.5% Adj. EBITDA (1) $170 $156 $48 $34 $45 $67 $88 $98 $101 $104 $106 $108 $110 $111 (41.3%) 12.5% 2.2% % Margin 30.9% 27.7% 8.4% 5.5% 7.0% 9.6% 11.6% 12.4% 12.3% 12.2% 12.1% 12.0% 11.8% 11.7% Memo: Selected Cash Flow Items D&A $24 $26 $32 $32 $33 $36 $39 $41 $42 $44 $45 $46 $48 $49 % of Net Revenue 4.3% 4.6% 5.6% 5.0% 5.1% 5.1% 5.2% 5.2% 5.2% 5.2% 5.1% 5.1% 5.1% 5.1% Change in NWC D ($63) $31 ($29) ($1) ($24) ($24) ($10) ($17) ($17) ($16) ($15) ($13) ($12) % Change of Net Revenue NM NM 51.4% 9.0% 42.1% 43.0% 32.8% 56.4% 56.2% 55.9% 55.5% 55.1% NM Capital Expenditures D $17 $12 $18 $54 $22 $27 $22 $23 $23 $24 $24 $25 $25 $26 % of Net Revenue 3.1% 2.1% 3.1% 8.5% 3.4% 3.9% 3.0% 2.9% 2.8% 2.8% 2.8% 2.7% 2.7% 2.7% Commentary A Gross Margin (ex. other costs) expected to decline from 55.5% in FY 2024 to 54.3% in FY 2028 and which is expected to remain largely stable thereafter. Other costs of goods sold relate to overhead absorption, which is expected to range between 6.9% and 8.7% of sales during the forecast period B FY 24E EBITDA margin expected to decline slightly vs. FY 2023 driven primarily due to increase in G&A and R&D spend C Margin is expected to expand to 12.5% by FY 2028 primarily due to stable topline growth coupled with operating cost leverage over the forecast period. EBITDA Margin expected to stabilize on a segment level in FY 28E, margin compression from FY 29E to FY 34E of 60bps solely driven by changes in revenue mix D Capex reflects continued investment to support the business, in-line with historical levels; change in net working capital reflects ongoing use of cash for operations Source: Turtle Management Projections. 5 Note: US Dollars in millions. Turtle fiscal year-end March 31. Includes 1 month of Alchemee in 2022A and full year contribution in 2023A. (1) Burdened for Bank Fees, Rental Income, Royalty Income and All Other items. (2) Burdened for one-time loss contingencies & settlements ($559mm FY 21, $61mm FY 22 and none in FY 23).


LOGO

Confidential Turtle Valuation Summary Selected Publicly Traded Discounted Cash Flow Discounted Cash Flow Selected Publicly Companies Analysis: Analysis: For Reference Only (1) For Reference Only—Traded Companies (Unadjusted) (Adjusted for Relative Turtle Management Illustrative Sensitivity Multiple Over-Time) (2) Projections (3) Scenario (3) (5) (Equity Value Per Share) $55.00 Sun Pharma Proposal (December 10, 2023) of $43.00 per share Turtle Current Share Price (January 16, 2024) of $41.04 per share Turtle Day Prior to Disclosure of Revised Offer Share Price 50.00 (December 8, 2023) of $37.89 per share Turtle Unaffected Share Price (May 25, 2023) of $28.97 per share $45.60 $45.10 45.00 $44.30 $44.30 $44.50 $40.80 $41.55 $39.90 40.00 $38.90 $38.25 $38.35 $38.25 $40.50 $38.55 $37.80 $36.75 35.00 $34.95 $34.80 $31.50 $33.30 30.00 For Reference Only: Sensitivity 25.00 illustrating impact of additional Settlement and Loss contingency (4) $23.00 20.00 52-Week Analyst Unaffected 52-Week High CY 2023E CY 2024E CY 2023E Weighted Average Closing High / Low Price Targets Stock Price Stock Price High Adj. EBITDA Adj. EBITDA Adj. EBITDA Cost of Capital $23.00—$39.90 $35.00 $28.97 $39.90 $38 $43 $38 10.0% – 12.0% 10.0% – 12.0% Applicable Range of Precedent Selected Selected Selected Selected Perpetuity Reference Dates Cost of Equity Minority Squeeze-out Premia Multiple Range Multiple Range Multiple Range Growth Rate Range 7/21/2022—3/28/2023 11.1% 32%– 57% (17%)– 13% 7.6x – 13.5x 7.2x – 12.0x 4.2x – 7.5x (1.0%) – 1.0% (1.0%) – 1.0% Implied Adj. EBITDA Exit Multiple 4.9x – 7.2x 4.6x – 6.7x Settlement and Loss Contingencies $141 $141 Source: Turtle Management Projections. Note: US Dollars in millions, except per share values. Turtle fiscal year-end March 31. Equity value per share rounded to nearest $0.05 per share (figures may not tie due to rounding). (1) H.C. Wainwright & Co. dropped their price target on June 5, 2023 following the announcement of Sun Pharma’s offer to buy the remaining stake in Turtle. Analyst price targets discounted one year at Turtle’s midpoint of cost of equity of 11.1%. 6 (2) Reflects a 45% downward adjustment based on observed historical discount for Turtle EV/Adj. EBITDA multiple relative to selected peers’ trading multiples over-time. (3) Cash flows discounted to September 30, 2023 using mid-year discount convention. (4) Impact of the incremental liability amount was advocated by management and rejected by the Special Committee. (5) Reflecting an illustrative sensitivity scenario for reference only based on Turtle Management Projections as adjusted at the request of the Special Committee (see pages 13 and 14).


LOGO

Confidential Discounted Cash Flow Financial Analysis Turtle Management Projections Management Projections Fiscal Year Ending March 31, Q3-4 24E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E Terminal (1) Net Revenue $315 $644 $701 $757 $789 $820 $849 $877 $903 $927 $949 $949 % Growth 2.3% 8.9% 8.0% 4.2% 3.9% 3.6% 3.3% 3.0% 2.7% 2.3% Adj. EBITDA (2) $17 $45 $67 $88 $98 $101 $104 $106 $108 $110 $111 $111 % Margin 5.5% 7.0% 9.6% 11.6% 12.4% 12.3% 12.2% 12.1% 12.0% 11.8% 11.7% 11.7% Less: Depreciation & Amortization (16) (33) (36) (39) (41) (42) (44) (45) (46) (48) (49) (23) Adj. EBIT (2) $1 $12 $31 $49 $57 $59 $60 $61 $62 $62 $62 $88 % Margin 0.4% 1.9% 4.5% 6.4% 7.2% 7.1% 7.1% 6.9% 6.8% 6.7% 6.6% 9.3% Less: Taxes (0) (2) (6) (10) (11) (12) (12) (12) (12) (12) (12) (18) Memo: Effective Tax Rate 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% Tax-Effected Adj. EBIT (2) $1 $10 $25 $39 $46 $47 $48 $49 $49 $50 $50 $70 Plus: Depreciation & Amortization 16 33 36 39 41 42 44 45 46 48 49 23 Less: Change in NWC (15) (1) (24) (24) (10) (17) (17) (16) (15) (13) (12) —Less: Capital Expenditures (27) (22) (27) (22) (23) (23) (24) (24) (25) (25) (26) (26) Unlevered Free Cash Flow ($25) $20 $10 $32 $53 $48 $51 $54 $57 $59 $61 $68 Perpetuity Growth Method PV of PV of Terminal Value at Enterprise Value at Discount Q3-4 ‘24E—‘34E Perpetuity Growth Rate of Perpetuity Growth Rate of Rate Cash Flows (1.00%) 0.00% 1.00% (1.00%) 0.00% 1.00% 10.00% $224 $236 $262 $294 $460 $486 $518 11.00% 211 + 198 218 242 = 409 429 453 12.00% 200 167 182 201 367 382 401 Equity Value at Equity Value per Share at Implied Adj. EBITDA Multiple at Discount Plus: Q2’ 24A Perpetuity Growth Rate of Perpetuity Growth Rate of Perpetuity Growth Rate of (3)) Rate Net Cash (1.00%) 0.00% 1.00% (1.00%) 0.00% 1.00% (1.00%) 0.00% 1.00% 10.00% $1,155 $1,615 $1,641 $1,673 $42.95 $43.65 $44.50 5.8x 6.4x 7.2x 11.00% 1,155 = 1,564 1,584 1,608 41.60 42.15 42.80 5.3 5.9 6.5 12.00% 1,155 1,521 1,537 1,556 40.50 40.90 41.40 4.9 5.4 5.9 Source: Turtle Management Projections. Note: US Dollars in millions, except per share values. Turtle fiscal year-end March 31. Cash flows discounted to September 30, 2023 using mid-year discount convention. Equity value per share rounded to nearest $0.05. 7 (1) Terminal year assumes normalized depreciation equal to 90.7% of capital expenditures and normalized change in net working capital equal to 2034E change in net working capital, as a percentage of change in revenue, applied to the midpoint of the perpetuity growth rate of 0.00%. (2) Burdened for Bank Fees, Rental Income, Royalty Income and All Other items. (3) Net cash represents ~$30.70 per share. Net cash includes $269mm cash & equivalents, $120mm bank deposits and $906mm marketable securities as of September 30, 2023, and $141mm settlement and loss contingencies as of June 30, 2023.


LOGO

For Reference Only Confidential Discounted Cash Flow Sensitivity Analysis Turtle Management Projections Base Metric Turtle Management Case Valuation Incremental $141mm of Litigation Accrual $141 ($3.75) 2034E Margin—/ + 1.0% ‘24E—‘34E Adj. EBITDA Margin 11.7% ($1.65) $1.65 —/ + 1.0% WACC 11.0% ($1.25) $1.50 2024E – 2034E CAGR (1)—/ + 1.0% ‘24E—‘34E Annual Revenue Growth Rate 4.2% ($0.65) $0.70 —/ + 1.0% Perpetuity Growth Rate 0.0% ($0.55) $0.65 Turtle Midpoint Management Case Valuation (Perpetuity Growth Method) $42.15 Source: Turtle Management Projections. 8 Note: US Dollars in millions, except per share values. Equity value per share rounded to nearest $0.05. Turtle fiscal year-end March 31. Cash flows discounted to September 30, 2023 using mid-year discount convention. Terminal year assumes normalized depreciation equal to 90.7% of capital expenditures. Net cash includes $269mm cash & equivalents, $120mm bank deposits and $906mm marketable securities as of September 30, 2023, and $141mm settlement and loss contingencies as of June 30, 2023. Value impact relates to direct impact of a change in assumption for specific variable holding everything else unchanged. (1) Change in NWC is affected by change in annual revenue growth rate.


LOGO

Confidential Selected Publicly Traded Companies Analysis Calendarized Financials Selected Publicly Traded Generics Companies Trading Statistics Revenue Adj. EBITDA Margin (%) EV / Adj. EBITDA (x) P/ Adj. EPS (x) Share Price % of 52-Wk % 12/08/23 Equity Value Enterprise CAGR ($/Share) High to 05/25/23 ($bn) Value ($bn) (2022A-2024E CY) 2023E CY 2024E CY 2023E CY 2024E CY 2023E CY 2024E CY $13.47 97% 67% $7.9 $7.7 9% 18% 20% 12.6x 10.4x 23.4x 18.5x 24.93 89% (3%) $5.5 $6.7 7% 27% 28% 8.6x 8.3x 12.1x 12.0x 10.63 96% 11% $4.7 $5.7 7% 26% 25% 9.8x 8.6x 13.3x 11.6x 10.71 98% 30% $3.0 $3.5 2% 17% 18% 13.2x 11.9x 26.5x 20.6x 55.50 85% 29% $3.0 $3.3 26% 41% 39% 12.7x 10.7x 16.5x 15.0x 5.35 86% 125% $1.7 $4.2 8% 23% 22% 7.6x 7.2x 9.1x 9.2x 55.41 85% 6% $1.2 $1.4 25% 27% 26% 10.4x 10.4x 12.4x 13.2x 89% 29% $3.0 $4.2 8% 26% 25% 10.4x 10.4x 13.3x 13.2x Mean (n=7) 91% 38% $3.9 $4.6 12% 26% 26% 10.7x 9.6x 16.2x 14.3x Unaffected $28.97 73% $1.1 ($0.0) n.m. n.m. 27.1x 20.3x (As of 05/25/23) e tl Day Prior to Disclosure ur of Revised Offer $37.89 92% 31% 1.4 0.3 6% 6% 7% 7.1x 6.3x 35.5x 26.6x T (As of 12/08/23) % 12/08/23 to 05/25/23 Current $41.04 97% 1.5 0.4 .1x 38.4x 28.8x Represents Underlying FY Revenue ($mm): Underlying FY Adj. EBITDA ($mm): Underlying FY Adj. EPS ($/Share): price 1-day ‘22A: $561 ‘23A: $573 / ‘24E: $629 / ’25E: $644 ‘23A: $48 / ‘24E: $34 / ’25E: $45 ‘23A: $0.68 / ‘24E: $1.20 / ’25E: $1.50 prior Sun Pharma Offers 9 Source: Turtle Management Projections, Company filings, Company Investor Presentation and website, Peers’ filings and Factset as of January 16, 2024. Note: $ in USD unless otherwise noted. Financials calendarized for peers with fiscal years not ending on December 31st. Ordered by equity value.


LOGO

For Reference Only Confidential Precedent Minority Squeeze-Out Premiums Paid Completion Deal Value Enterprise Value Stake Premium to Number of Date $ (bn) $ (bn) Acquired Consideration Unaffected (1) 52 week high (2) Initial Offer (3) Bumps Target Acquiror 10/23/2023 SciPlay Light & Wonder $0.5 $3.0 17% Cash 47% 29% 15% 4 05/26/2023 Sisecam Resources Sisecam Chemicals Resources 0.1 0.6 26% Cash 39% 13% 40% 7 03/10/2023 Myovant Sciences Sumitovant Biopharma 1.4 2.9 48% Cash 50% 13% 19% 4 11/03/2022 StoneMor Axar Capital Management 0.1 0.6 26% Cash 39% 13% 40% 7 11/01/2022 Sprague Resources Hartree Partners 0.1 0.9 25% Cash 31% (32%) 21% 5 10/07/2022 Convey Health Solutions Holdings TPG 0.2 1.1 25% Cash 143% (14%) 17% 2 04/05/2022 BP Midstream Partners BP 0.7 2.1 46% Stock 16% (4%) 16% 4 02/15/2022 Independence Holding Company Geneve Holdings 0.3 0.8 38% Cash 36% 17% 14% 2 07/11/2022 Entasis Innoviva 0.0 0.1 40% Cash 50% (42%) 22% 2 05/25/2021 FBL Financial Group Farm Bureau Mutual, Iowa Farm Bureau Fed. 0.6 1.5 39% Cash 64% (0%) 30% 3 03/29/2021 Urovant Sciences Sumitovant Biopharma 0.2 0.7 28% Cash 96% 3% 30% 4 01/26/2021 Eidos Therapeutics BridgeBio Pharma 1.1 2.8 36% Mixed 41% 12% 19% 1 12/01/2020 Hudson Dufry 0.3 2.3 43% Cash 50% (51%) 10/12/2020 Akcea Therapeutics Ionis Pharmaceuticals 0.5 1.5 24% Cash 59% (19%) 13% 3 09/28/2020 CNX Midstream Partners CNX Resources Corporation 0.4 1.6 47% Stock 28% (50%) 10% 2 03/30/2020 AVX Kyocera 1.0 2.9 28% Cash 45% 16% 12% 3 10/18/2019 International Speedway NASCAR 0.3 1.9 25% Cash 15% (5%) 7% 5 09/19/2019 EMC Insurance Group Employers Mutual Casualty 0.4 0.8 45% Cash 51% 16% 20% 1 09/17/2019 Speedway Motorsports Sonic Financial 0.2 0.9 29% Cash 42% 9% 10% 2 07/23/2019 American Midstream Partners Magnolia Infrastructure Holdings 0.2 1.7 50% Cash (9%) (65%) (14%) 4 06/28/2019 SunCoke Energy Partners SunCoke Energy 0.3 1.5 38% Stock 9% (22%) — --01/28/2019 Dominion Energy Midstream Dominion Energy 0.9 3.0 39% Stock 3% (47%) 3% 1 07/17/2018 OCI Partners OCI 0.1 1.4 12% Cash 15% 11% 5% 1 02/07/2018 Alon USA Partners Delek US 0.2 1.0 18% Stock 44% (40%) — 2 10/12/2017 Handy & Harman Steel Partners 0.1 0.7 30% Mixed 33% 26% 28% 2 07/10/2017 World Point Terminals LP World Point Terminals 0.2 0.6 26% Cash 6% (2%) 3% 1 04/28/2017 Midcoast Energy Partners Enbridge 0.2 1.0 48% Cash 0% (17%) 19% 3 02/07/2017 Steel Excel Steel Partners 0.1 0.1 36% Mixed 55% 16% 11% 3 12/09/2016 Transocean Partners TransOcean 0.3 1.3 48% Stock 23% (1%) 7% 1 11/10/2016 National Interstate American Financial Group 0.3 0.6 49% Cash 42% 10% 14% 3 09/30/2016 Rose Rock Midstream SemGroup 0.4 1.6 44% Stock 20% (43%) 20% --07/22/2015 QEP Midstream Partners Tesoro 0.4 1.1 42% Stock (0%) (40%) 9% 3 02/04/2014 Cornerstone Therapeutics Chiesi Farmaceutici 0.1 0.3 42% Cash 78% 23% 42% 4 Top Quartile (n=33) 43.8% 50.1% 12.9% 20.0% 4.0 Median (n=33) 38.0% 39.3% (0.7%) 14.3% 3.0 Total Mean (n=33) 35.1% 38.3% (8.1%) 15.2% 2.7 Bottom Quartile (n=33) 26.0% 16.2% (32.0%) 7.1% 1.0 Top Quartile (n=7) 40.8% 86.9% 12.4% 26.1% 4.0 Only Median (n=7) 36.3% 59.5% 3.2% 19.4% 3.0 HC Mean (n=7) 34.8% 73.9% (3.4%) 23.2% 2.9 Bottom Quartile (n=7) 26.5% 50.0% (16.6%) 17.7% 2.0 Top Quartile (n=22) 42.4% 57.4% 13.1% 20.9% 4.0 Median (n=22) 28.4% 46.1% 1.5% 15.7% 3.0 Cash Only Mean (n=22) 33.3% 46.3% (4.1%) 16.1% 3.0 Bottom Quartile (n=22) 25.3% 32.1% (16.6%) 10.2% 2.0 Source: Dealogic and public filings as of January 16, 2024. Note: Dollars in millions. Data sorted by initial acquiror ownership. Deal value represents value of the squeeze out. Represents transactions less than $3bn of enterprise value after 2014. 10 (1) Unaffected stock price reflects the closing stock price on the last trading day prior to transaction announcement, public disclosure of a potential transaction or review of strategic alternatives, public speculation of a transaction or other market rumors or speculation. (2) Reflects premiums to 52-week high closing stock price for 52-week period prior to unaffected transaction announcement date. (3) Reflects increase from initial to final offer.


LOGO

Confidential Appendix


LOGO

Confidential Overview of Financial Presentation Turtle’s historical financial results for fiscal year ending March 31, 2021 through March 31, 2023 are prepared in accordance with the US GAAP standards and reported in US Dollar on reported FX basis Historical financials are presented on an as reported basis; Alchemee was acquired in February, 2022 and its financials are only Basis of included since acquisition (1) Historical Financials Furthermore, results have been presented to reflect Turtle’s financial and operating performance on an as-is basis Turtle’s financial results have been adjusted by management to reflect the business’s operating performance on a normalized basis by incorporating management’s adjustments relating to (i) any non-recurring, (ii) non-cash and (iii) out-of-period items Financial plan for the fiscal years ending March 31, 2024 through March 31, 2028 was prepared by Turtle’s management team FY 2024E represents management’s budget and FY 2025E and beyond reflect management’s most current estimate through the plan period Turtle’s management team worked closely with functional and commercial business leaders to develop its financial plan by taking into account emerging and expected macro and business level trends Note that Alchemee FY 2024E budget figures were adjusted by management for recent performance in the business segment Basis of Financial Longer term financial plan from FY 2029 through FY 2034 are based on top down management extrapolation of growth and Plan margin trends The financial plan is prepared on a constant FX basis, using management assumed FX rates used in budgeting process for FY 2024 Financial plan includes the impact of certain new launches (in FY 23-24 timeframe) and expected pipeline of new medicines expected to come to market during the forecast period across US, Canada, Israel and Alchemee In addition to the forecast provided by management, analysis also includes illustrative sensitivity scenario for reference only prepared at the direction of the Special Committee, based on Turtle Management Projections adjustments to Net Revenue growth and Adj. EBITDA margin per Special Committee instruction and input as detailed on page 13 11 Source: Turtle Management Projections. Note: US Dollars in millions. Turtle fiscal year-end March 31. (1) FY 2022A includes 1 month of Alchemee in 2022A and FY 2023A includes a full year contribution.


LOGO

Confidential Turtle Management Projections Summary Historicals Management Projections Fiscal Year Ending March 31, CAGR CAGR CAGR 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E ‘21A -‘24E ‘24E -‘34E ‘28E -‘34E Base $549 $561 $564 $608 $581 $586 $608 $619 3.5% NM NM New FY 23 / 24 $0 $0 $9 $19 $24 $27 $29 $31 NM NM NM Pipeline $0 $0 $0 $2 $39 $88 $120 $139 NM NM NM Net Revenue $549 $561 $573 $629 $644 $701 $757 $789 $820 $849 $877 $903 $927 $949 4.7% 4.2% 3.1% % Growth 2.3% 2.1% 9.9% 2.3% 8.9% 8.0% 4.2% 3.9% 3.6% 3.3% 3.0% 2.7% 2.3% (-) COGS (Product Costs & Royalties) ($198) ($231) ($255) ($280) ($282) ($313) ($343) ($360) ($374) ($388) ($401) ($412) ($423) ($432) 12.2% 4.4% 3.1% % of Net Revenue 36.2% 41.2% 44.5% 44.5% 43.8% 44.7% 45.3% 45.7% 45.7% 45.7% 45.7% 45.6% 45.6% 45.6% Gross Profit (excl. All Others) $350 $330 $318 $349 $362 $388 $414 $428 $445 $461 $477 $491 $505 $517 (0.1%) 4.0% 3.2% % Margin 63.8% 58.8% 55.5% 55.5% 56.2% 55.3% 54.7% 54.3% 54.3% 54.3% 54.3% 54.4% 54.4% 54.4% (-) COGS (All Others) ($54) ($37) ($50) ($55) ($55) ($55) ($55) ($55) ($57) ($59) ($61) ($63) ($65) ($67) 0.6% 2.0% 3.4% % of Net Revenue 9.8% 6.6% 8.7% A 8.7% 8.5% 7.8% 7.2% 6.9% 6.9% 6.9% 7.0% 7.0% 7.0% 7.0% Gross Profit $296 $293 $268 $294 $307 $333 $359 $374 $388 $402 $416 $428 $440 $450 (0.2%) 4.3% 3.1% % Margin 54.0% 52.2% 46.8% 46.8% 47.7% 47.5% 47.4% 47.4% 47.4% 47.4% 47.4% 47.4% 47.4% 47.4% (-) General and Administrative ($53) ($57) ($85) ($102) ($101) ($103) ($105) ($107) ($111) ($116) ($120) ($124) ($128) ($131) 24.4% 2.6% 3.5% % of Net Revenue 9.6% 10.2% 14.9% 16.2% 15.8% 14.7% 13.9% 13.5% 13.6% 13.6% 13.7% 13.7% 13.8% 13.8% (-) Sales and Marketing ($39) ($57) ($113) ($119) ($121) ($125) ($129) ($133) ($138) ($143) ($147) ($152) ($157) ($161) 45.5% 3.1% 3.3% % of Net Revenue 7.0% 10.1% 19.8% 18.8% 18.8% 17.9% 17.1% 16.8% 16.8% 16.8% 16.8% 16.8% 16.9% 16.9% (-) Research and Development ($60) ($55) ($52) ($73) ($74) ($76) ($77) ($79) ($82) ($86) ($89) ($92) ($95) ($98) 6.7% 3.0% 3.7% % of Net Revenue 11.0% 9.7% 9.1% 11.6% 11.6% 10.8% 10.2% 10.0% 10.0% 10.1% 10.1% 10.2% 10.3% 10.3% EBIT (2) ($414) $63 $18 $1 $10 $28 $47 $56 $57 $58 $59 $60 $60 $61 (113.3%) 51.0% 1.4% % Margin NM 11.3% 3.1% 0.2% 1.5% 4.0% 6.3% 7.0% 7.0% 6.9% 6.8% 6.6% 6.5% 6.4% Adj. EBIT (1) $146 $130 $16 $3 $12 $31 $49 $57 $59 $60 $61 $62 $62 $62 (73.4%) 36.7% 1.5% % Margin 26.6% 23.1% 2.8% 0.4% 1.9% 4.5% 6.4% 7.2% 7.1% 7.1% 6.9% 6.8% 6.7% 6.6% EBITDA (2) ($390) $89 $50 $33 $43 $64 $86 $96 $99 $102 $104 $106 $108 $109 (143.7%) 12.9% 2.1% % Margin NM 15.9% B 8.7% 5.2% 6.7% 9.2% 11.4% 12.2% C 12.1% 12.0% 11.9% 11.8% 11.7% 11.5% Adj. EBITDA (1) $170 $156 $48 $34 $45 $67 $88 $98 $101 $104 $106 $108 $110 $111 (41.3%) 12.5% 2.2% % Margin 30.9% 27.7% 8.4% 5.5% 7.0% 9.6% 11.6% 12.4% 12.3% 12.2% 12.1% 12.0% 11.8% 11.7% Memo: Selected Cash Flow Items D&A $24 $26 $32 $32 $33 $36 $39 $41 $42 $44 $45 $46 $48 $49 % of Net Revenue 4.3% 4.6% 5.6% 5.0% 5.1% 5.1% 5.2% 5.2% 5.2% 5.2% 5.1% 5.1% 5.1% 5.1% Change in NWC D ($63) $31 ($29) ($1) ($24) ($24) ($10) ($17) ($17) ($16) ($15) ($13) ($12) % Change of Net Revenue NM NM 51.4% 9.0% 42.1% 43.0% 32.8% 56.4% 56.2% 55.9% 55.5% 55.1% NM Capital Expenditures D $17 $12 $18 $54 $22 $27 $22 $23 $23 $24 $24 $25 $25 $26 % of Net Revenue 3.1% 2.1% 3.1% 8.5% 3.4% 3.9% 3.0% 2.9% 2.8% 2.8% 2.8% 2.7% 2.7% 2.7% Commentary A Gross Margin (ex. other costs) expected to decline from 55.5% in FY 2024 to 54.3% in FY 2028 and which is expected to remain largely stable thereafter. Other costs of goods sold relate to overhead absorption, which is expected to range between 6.9% and 8.7% of sales during the forecast period B FY 24E EBITDA margin expected to decline slightly vs. FY 2023 driven primarily due to increase in G&A and R&D spend C Margin is expected to expand to 12.5% by FY 2028 primarily due to stable topline growth coupled with operating cost leverage over the forecast period. EBITDA Margin expected to stabilize on a segment level in FY 28E, margin compression from FY 29E to FY 34E of 60bps solely driven by changes in revenue mix D Capex reflects continued investment to support the business, in-line with historical levels; change in net working capital reflects ongoing use of cash for operations Source: Turtle Management Projections. 12 Note: US Dollars in millions. Turtle fiscal year-end March 31. Includes 1 month of Alchemee in 2022A and full year contribution in 2023A. (1) Burdened for Bank Fees, Rental Income, Royalty Income and All Other items. (2) Burdened for one-time loss contingencies & settlements ($559mm FY 21, $61mm FY 22 and none in FY 23).


LOGO

For Reference Only: Per Special Committee guidance Confidential Turtle Financial Summary – Illustrative Sensitivity Scenario Historicals Management Projections Fiscal Year Ending March 31, CAGR CAGR CAGR 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E ‘21A -‘24E ‘24E -‘34E ‘28E -‘34E Base $549 $561 $564 $608 $581 $586 $608 $619 3.5% NM NM New FY 23 / 24 $0 $0 $9 $19 $24 $27 $29 $31 NM NM NM Pipeline $0 $0 $0 $2 $39 $88 $120 $139 NM NM NM Net Revenue $549 $561 $573 $629 $644 $701 $757 $789 $812 $833 $852 $869 $884 $895 4.7% 3.6% 2.1% % Growth 2.3% 2.1% 9.9% 2.3% 8.9% 8.0% 4.2% A 2.9% 2.6% 2.3% 2.0% 1.7% 1.3% (-) COGS (Product Costs & Royalties) ($198) ($231) ($255) ($280) ($282) ($313) ($343) ($360) ($379) ($389) ($397) ($405) ($412) ($417) 12.2% 4.0% 2.4% % of Net Revenue 36.2% 41.2% 44.5% 44.5% 43.8% 44.7% 45.3% 45.7% 46.7% 46.7% 46.6% 46.6% 46.6% 46.5% Gross Profit (excl. All Others) $350 $330 $318 $349 $362 $388 $414 $428 $433 $444 $455 $464 $472 $479 (0.1%) 3.2% 1.9% % Margin 63.8% 58.8% 55.5% 55.5% 56.2% 55.3% 54.7% 54.3% 53.3% 53.3% 53.4% 53.4% 53.4% 53.5% (-) COGS (All Others) ($54) ($37) ($50) ($55) ($55) ($55) ($55) ($55) ($58) ($59) ($61) ($62) ($63) ($64) 0.6% 1.6% 2.7% % of Net Revenue 9.8% 6.6% 8.7% 8.7% 8.5% 7.8% 7.2% 6.9% 7.1% 7.1% 7.1% 7.1% 7.2% 7.2% Gross Profit $296 $293 $268 $294 $307 $333 $359 $374 $376 $385 $394 $402 $409 $414 (0.2%) 3.5% 1.7% % Margin 54.0% 52.2% 46.8% 46.8% 47.7% 47.5% 47.4% 47.4% 46.2% 46.3% 46.3% 46.3% 46.3% 46.3% (-) General and Administrative ($53) ($57) ($85) ($102) ($101) ($103) ($105) ($107) ($113) ($116) ($119) ($122) ($124) ($126) 24.4% 2.2% 2.8% % of Net Revenue 9.6% 10.2% 14.9% 16.2% 15.8% 14.7% 13.9% 13.5% 13.9% 13.9% 14.0% 14.0% 14.1% 14.1% (-) Sales and Marketing ($39) ($57) ($113) ($119) ($121) ($125) ($129) ($133) ($139) ($143) ($146) ($149) ($152) ($155) 45.5% 2.7% 2.6% % of Net Revenue 7.0% 10.1% 19.8% 18.8% 18.8% 17.9% 17.1% 16.8% 17.2% 17.2% 17.2% 17.2% 17.2% 17.3% (-) Research and Development ($60) ($55) ($52) ($73) ($74) ($76) ($77) ($79) ($83) ($86) ($88) ($91) ($93) ($94) 6.7% 2.6% 3.0% % of Net Revenue 11.0% 9.7% 9.1% 11.6% 11.6% 10.8% 10.2% 10.0% 10.3% 10.3% 10.4% 10.4% 10.5% 10.5% EBIT (2) ($414) $63 $18 $1 $10 $28 $47 $56 $40 $40 $41 $40 $40 $39 (113.3%) 44.6% (5.7%) % Margin NM 11.3% 3.1% 0.2% 1.5% 4.0% 6.3% 7.0% 5.0% 4.9% 4.8% 4.6% 4.5% 4.4% Adj. EBIT (1) $146 $130 $16 $3 $12 $31 $49 $57 $42 $42 $42 $42 $42 $41 (73.4%) 31.0% (5.4%) % Margin 26.6% 23.1% 2.8% 0.4% 1.9% 4.5% 6.4% 7.2% 5.1% 5.1% 4.9% 4.8% 4.7% 4.6% EBITDA (2) ($390) $89 $50 $33 $43 $64 $86 $96 $82 $83 $84 $85 $85 $85 (143.7%) 10.1% (2.0%) % Margin NM 15.9% 8.7% 5.2% 6.7% 9.2% 11.4% 12.2% 10.1% 10.0% 9.9% 9.8% 9.7% 9.5% Adj. EBITDA (1) $170 $156 $48 $34 $45 $67 $88 $98 $84 $85 $86 $87 $87 $87 (41.3%) 9.7% (1.9%) % Margin 30.9% 27.7% 8.4% 5.5% 7.0% 9.6% 11.6% 12.4% B 10.3% 10.2% 10.1% 10.0% 9.8% 9.7% Memo: Selected Cash Flow Items D&A D $24 $26 $32 $32 $33 $36 $39 $41 $42 $43 $44 $45 $45 $46 % of Net Revenue 4.3% 4.6% 5.6% 5.0% 5.1% 5.1% 5.2% 5.2% 5.2% 5.2% 5.1% 5.1% 5.1% 5.1% Change in NWC C ($63) $31 ($29) ($1) ($24) ($24) ($10) ($13) ($12) ($11) ($9) ($8) ($6) % Change of Net Revenue NM NM 51.4% 9.0% 42.1% 43.0% 32.8% 56.4% 56.2% 55.9% 55.5% 55.1% 54.5% Capital Expenditures D $17 $12 $18 $54 $22 $27 $22 $23 $23 $23 $23 $24 $24 $24 % of Net Revenue 3.1% 2.1% 3.1% 8.5% 3.4% 3.9% 3.0% 2.9% 2.8% 2.8% 2.8% 2.7% 2.7% 2.7% Commentary In addition to the forecast provided by management, Special Committee directed BofA to prepare an alternate scenario that assumes: Management forecast as basis through FY 28 A Net Revenue growth from FY 29—FY 34 to be reduced by 1.0% annually relative to management forecast resulting in FY 28—FY 34 CAGR of 2.1% down from 3.1% per management forecast B Additionally, Adj. EBITDA margin from FY 29—FY34 to be reduced by 2.0% annually relative to management forecast resulting in FY 28—FY 34 CAGR of -1.9% down from 2.2% per management forecast C Change in working capital is expected to remain unchanged as percent of change in revenue, but as change in revenue declines, the investment in working capital also decreases D Capex and Depreciation & Amortization is assumed to remain unchanged as % of revenue, but as revenue decrease, so does the D&A and Capex quantum Source: Illustrative sensitivity scenario for reference only prepared at the direction of the Special Committee, based on Turtle Management Projections adjustments to Net Revenue growth and Adj. EBITDA margin per Special Committee instruction and input. 13 Note: US Dollars in millions. Turtle fiscal year-end March 31. Includes 1 month of Alchemee in 2022A and full year contribution in 2023A. (1) Burdened for Bank Fees, Rental Income, Royalty Income and All Other items. (2) Burdened for one-time loss contingencies & settlements ($559mm FY 21, $61mm FY 22 and none in FY 23).


LOGO

For Reference Only: Per Special Committee guidance Confidential Discounted Cash Flow Financial Analysis Based on Illustrative Sensitivity Scenario Management Projections Fiscal Year Ending March 31, Q3-4 24E 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E Terminal (1) Net Revenue $315 $644 $701 $757 $789 $812 $833 $852 $869 $883 $895 $895 % Growth 2.3% 8.9% 8.0% 4.2% 2.9% 2.6% 2.3% 2.0% 1.7% 1.3% Adj. EBITDA (2) $17 $45 $67 $88 $98 $84 $85 $86 $87 $87 $87 $87 % Margin 5.5% 7.0% 9.6% 11.6% 12.4% 10.3% 10.2% 10.1% 10.0% 9.8% 9.7% 9.7% Less: Depreciation & Amortization (16) (33) (36) (39) (41) (42) (43) (44) (45) (45) (46) (22) Adj. EBIT (2) $1 $12 $31 $49 $57 $42 $42 $42 $42 $42 $41 $65 % Margin 0.4% 1.9% 4.5% 6.4% 7.2% 5.1% 5.1% 4.9% 4.8% 4.7% 4.6% 7.3% Less: Taxes (0) (2) (6) (10) (11) (8) (8) (8) (8) (8) (8) (13) Memo: Effective Tax Rate 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% 20.0% Tax-Effected Adj. EBIT (2) $1 $10 $25 $39 $46 $33 $34 $34 $34 $33 $33 $52 Plus: Depreciation & Amortization 16 33 36 39 41 42 43 44 45 45 46 22 Less: Change in NWC (15) (1) (24) (24) (10) (13) (12) (11) (9) (8) (6) —Less: Capital Expenditures (27) (22) (27) (22) (23) (23) (23) (23) (24) (24) (24) (24) Unlevered Free Cash Flow ($25) $20 $10 $32 $53 $39 $41 $43 $45 $47 $48 $50 Perpetuity Growth Method PV of PV of Terminal Value at Enterprise Value at Discount Q3-4 ‘24E—‘34E Perpetuity Growth Rate of Perpetuity Growth Rate of Rate Cash Flows (1.00%) 0.00% 1.00% (1.00%) 0.00% 1.00% 10.00% $192 $173 $192 $216 $364 $384 $407 11.00% 181 + 145 160 177 = 326 341 358 12.00% 171 122 134 147 294 305 319 Equity Value at Equity Value per Share at Implied Adj. EBITDA Multiple at Discount Plus: Q2’ 24A Perpetuity Growth Rate of Perpetuity Growth Rate of Perpetuity Growth Rate of Rate Net Cash (3)) (1.00%) 0.00% 1.00% (1.00%) 0.00% 1.00% (1.00%) 0.00% 1.00% 10.00% $1,155 $1,519 $1,539 $1,562 $40.40 $40.95 $41.55 5.4x 6.0x 6.7x 11.00% 1,155 = 1,481 1,496 1,513 39.40 39.80 40.25 5.0 5.5 6.1 2.00% 1,155 1,448 1,460 1,474 38.55 38.85 39.20 4.6 5.1 5.6 Source: llustrative alternate scenario per Special Committee guidance and based on Illustrative sensitivity scenario for reference only prepared at the direction of the Special Committee, based on Turtle Management Projections adjustments to Net Revenue growth and Adj. EBITDA margin per Special Committee instruction and input. Note: US Dollars in millions, except per share values. Turtle fiscal year-end March 31. Cash flows discounted to September 30, 2023 using mid-year discount convention. Equity value per share rounded to nearest $0.05. In addition to the forecast provided by management, special committee directed BofA to prepare an alternate scenario. 14 (1) Terminal year assumes normalized depreciation equal to 90.7% of capital expenditures and normalized change in net working capital equal to 2034E change in net working capital, as a percentage of change in revenue, applied to the midpoint of the perpetuity growth rate of 0.00%. (2) Burdened for Bank Fees, Rental Income, Royalty Income and All Other items. (3) Net cash represents ~$30.70 per share. Net cash includes $269mm cash & equivalents, $120mm bank deposits and $906mm marketable securities as of September 30, 2023, and $141mm settlement and loss contingencies as of June 30, 2023.


LOGO

Confidential Turtle Weighted Average Cost of Capital Analysis 5-Year Beta – Company Beta Range Cost of Equity Low High Source Risk Free Rate 4.4% Twenty year U.S. Government bond yield as of January 16, 2024 Represents Company’s historical Bloomberg adjusted betas, unlevered at the Company’s 5-year average capital structure and not relevered given the Company’s net cash Unlevered Beta 1.11 position. Bloomberg betas based on regression of five years of weekly performance as compared to the broad S&P 500 Equity risk premium relative to twenty year U.S. Government bond yield per BofA Equity Risk Premium 5.0% 7.0% Securities estimates, based upon analysis of long-term historical data of the broad S&P 500 Cost of Equity 10.0% 12.2% Cost of Debt (1) Pre-tax Cost of Debt n/a Illustrative cost of debt Marginal Tax Rate 20.0% Company tax rate per Turtle Management After-tax Cost of Debt 0.0% Net Debt / Net Capital Company is fully equity financed (1) Weighted Average Cost of Capital 10.0% 12.2% 15 Source: Turtle Filings, FactSet, Bloomberg as of January 16, 2024. Note: Calculated based on Turtle’s five-year beta compared to the broad S&P 500 as measured by the SPX index. (1) The Company does not have any debt and is in a net-cash position.


LOGO

Confidential Turtle Share Price Performance Since 2022 Turtle Daily Volume Indexed to Turtle Price (Thousands) Performance LTM YTD Turtle 34.0% (1.8%) Peers Index(1) 65.7% 1.0% 9.4% S&P 500 19.2% (0.1%) 0.0% (18.1%) 02/22/22: Turtle 08/11/22: Turtle issues voluntary 03/13/23: Turtle and 05/26/23: Sun Pharma 07/19/23: 12/10/23: Sun announces Type 1 recall of Turtle-Zoledronic Sun Pharma reach announces proposal to Krensavage issues Pharma provided agreement to Acid Injection due to particular $75mm settlement in acquire remaining press release a final revised acquire Alchemee matter being over specified alleged price fixing outstanding shares of opposing Sun’s offer of from Galderma requirements scheme Turtle for $38.00/share $38.00 offer $43.00/share Turtle 1-day Share Price Performance Following Earnings Release 1.6% 3.9% 0.1% (1.3%) (2.1%) (1.3%) (2.3%) (5.7%) 3Q 2022FY 4Q 2022FY 1Q 2023FY 2Q 2023FY 3Q 2023FY 4Q 2023FY 1Q 2024FY 2Q 2024FY 27-Jan-22 26-May-22 27-Jul-22 27-Oct-22 24-Jan-23 23-May-23 26-Jul-23 26-Oct-23 Negative Performance Positive Performance 16 Source: Company filings and Factset as of January 16, 2024. (1) Peers includes ANIP, AMPH, AMRX, GLEN, AURO, APN and Hikma.