EX-99.1 2 d541479dex991.htm EX-99.1 EX-99.1
Corporate Update
May 20, 2013
Exhibit 99.1

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Corporate Update May 20, 2013
Safe Harbor Statement
This presentation contains forward-looking statements about
Elan’s financial condition, results of operations and business
prospects that involve substantial risks and uncertainties. 
A list and description of these risks, uncertainties and other
matters can be found in Elan’s Annual Report on Form 20-F for
the fiscal year ended December 31, 2012 and in its Reports of
Foreign Issuer on Form 6-K filed with the SEC. 
Elan assumes no obligation to update any forward-looking
statements, whether as a result of new information, future
events or otherwise.

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Corporate Update May 20, 2013
Agenda
1.
Ongoing Objectives
2.
Overview
3.
Theravance
4.
AOP Orphan
5.
Speranza Therapeutics
6.
Capital Structure
7.
Elan Today

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Corporate Update May 20, 2013
Ongoing Objectives
•
P&L Growth: Self Funding To Support Long Cycle Business
•
Establish Optionality Value For Late Stage (Ph II & III ) Pipeline Assets
•
Diversification (Science/Molecules, Therapeutic Areas, Geographies)
•
Leverage Business & Financial Structure To Maximize Value & Cash
Flow
•
Ensure Business Portfolio Generates Returns Meaningfully Above Cost Of
Capital
•
Return Capital To Shareholders In A Systematic And Transparent Manner

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Corporate Update May 20, 2013
Overview
Achieved To Date…
Strategic Initiatives…
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Corporate Update May 20, 2013
J&J AIP business construct restructuring
Sale of EDT to Alkermes
Spin-off of Prothena
Tysabri value unlocking
Significantly Improved Capital Structure
Paid off all debt ($2.4 Bn in 2006)
Returned $1.0 Bn to shareholders
Maintained high cash levels
Transformed Business / Risk Profile
Growth
&
Diversification
Tysabri
Royalty
Participation
Theravance
Royalty
Participation
Acquisition
of
AOP
Newbridge
investment
&
future
option
Continued
De-Risking
of
Business
Divestment
of
ELND005
Exposure
to
best-in-class
franchises
Capital
Structure
Discipline
Royalty-Linked
Dividend
Program
Additional
share
buy
back
program
Raise
$800
MM
in
debt

Elan Transformation
Elan
2009
vs.
2013
Pro
Forma
(1)(2)
Total Debt
($ MM)
Total Cash
($ MM)
Total Shares
(MM)
Total Principal
Sites
Total
Employees
Simplified, lower risk business with enhanced focus yielding
greater income diversification for investors
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Corporate Update May 20, 2013
Notes:
1. PF Adjustments include adjustments for Tysabri, Theravance and AOP transactions, ELND005 divestment, South San Francisco early stage research restructuring, share buybacks of $1Bn and
$200m and bond redemption / issuance
2. At 31 March 2009 and 2013 respectively. 2013 total shares outstanding proforma for shares bought back as result of additional share buyback (assumed 17 MM shares bought back at $11.7)
3. Includes ~145m FTE’s as a result of acquisition of AOP Orphan Pharmaceuticals AG
(1)
~
(3)

Three Pillars for Sustainable Growth
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Lower Risk with Growth, Geographical Diversification and
Embedded Option Value 
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Corporate Update May 20, 2013

Theravance Overview
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Corporate Update May 20, 2013

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Corporate Update May 20, 2013
Respiratory Market
*  Bank
of
America
(COPD
&
Asthma)
–
28
Feb,
2013
IMS
Health
and
Chronic
Obstructive
Disease
-
August
2010
Decision
Resource
Inc.
-
September
2010
Significant Growth drivers for the macro Respiratory Market
•
•
•
$22.5bn*
GSK
44%
CAGR 2.7%
Demographics: increased aging, increased prevalance in emerging markets
Earlier treatment intervention globally
Treatment guidelines recommending longer acting therapies
th

Theravance Transaction
Every $1bn of in-market sales could generate up to ~$25m of net income to
Elan
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Corporate Update May 20, 2013

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Corporate Update May 20, 2013
AOP Orphan

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Corporate Update May 20, 2013
AOP Orphan
1. Calculated based on EURUSD exchange rate of 1.2858, being the average exchange rate for the financial year ending 31 December 2012
2. Unaudited
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Corporate Update May 20, 2013

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Corporate Update May 20, 2013
Why This Transaction Is Attractive For Elan
•
Fully integrated high growth orphan pharmaceuticals business
•
Strong regional and commercial platform in high growth markets
•
Multiple late stage orphan disease opportunities
•
Infrastructure lite (~145 FTE)
•
Targeted regional platform with diversified and self-financed pipeline for
substantial optionality and business risk diversification potential

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Corporate Update May 20, 2013
Newbridge

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Corporate Update May 20, 2013
Elan / Newbridge Pharmaceuticals
•
INVESTMENT:  $40 million
•
RETURN:   48.3% of specialty therapeutics company in Middle East, Africa
and Caspian Region (AfMET)
•
Venture backed specialty therapeutics company specializing in in-licensing,
acquiring, registering and commercializing  approved pharmaceuticals and
biologics
•
Current focus: oncology and supportive care, metabolic disorders
and gastro
intestinal conditions

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Corporate Update May 20, 2013
Emerging Market Opportunity
•
AOP
–
Central
&
Eastern
Europe
•
NewBridge
–
Middle
East,
North
Africa
&
Turkey
•
Combined AOP & Newbridge markets growing exponentially
when compared with developed markets
* Business Monitor International; E&Y EM Assessment, World Bank data, and expert opinion from L.E.K
Sub-Saharan Africa +190%
MENA +142%
Eastern / Central Europe +108%
North America +20%
Europe (Rest) -8%
Asia (Rest) +77%

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Corporate Update May 20, 2013
Speranza Therapeutics

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Corporate Update May 20, 2013
ELND005: Speranza Therapeutics*
•
Private company exclusively focused on ELND005 development
Objective
to
file
in
lead
indication
–
Agitation/Aggression
in
AD,
~
2015/2016
Demonstrate POC in BPD and Down Syndrome for additional life cycle
management
•
Irish domiciled entity with all current and future IP held there
•
Capitalization of ~ $ 90 million split between ELN and external financial
sponsor
ELN commits $ 70 million upfront plus, potentially, up to an additional $8 million
in the future
ELN will receive 18% equity, royalties and milestones in major markets and
retention of commercial rights in select territories/markets

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Corporate Update May 20, 2013
Capital Structure

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Corporate Update May 20, 2013
Pro Forma Summary Capitalization and Maturity Profile
Summary Pro Forma Maturity Profile
$ MM
Summary Capitalization Table
($ MM)
(2)
Pro Forma
31-Mar-13
Refinancing, D5,
Theravance &
AOP Acquisitions
Senior Notes due 2021
800
Total Gross Debt
800
Cash & Cash equivalents
556
PF
Adjustments
for
transactions
(1)
669
Total Cash & Cash equivalents
1,223
0
250
500
750
1,000
1,250
1,500
Senior Notes due
2021
Cash &
Cash Equivalents
(1)
Senior Notes
$800 MM
Cash & Cash
Equivalents
as of Mar-13
$556 MM
PF Adj. for
Transactions
$669
MM
Notes:
1. Includes net cash received from Tysabri sale of $3,185 MM, bond redemption and share buybacks cost of ($1,948MM), Theravance acquisition cost of ($1,025 MM), AOP
acquisition cost of ($250MM), ELND005 divestment costs of ($75MM) and senior notes issuance net of costs of $780 MM
2. US GAAP

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Corporate Update May 20, 2013
Elan Today

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Corporate Update May 20, 2013
Elan plc Objectives
Tysabri
THRX
AOP
Newbridge
ELND005-
Speranza
P&L (Growth)
Option Value of Late
Stage Pipeline
Diversification:
Science-Molecules;
Therapeutic Areas;
Geographies
Optimize & Leverage
Business and Financial
Structure

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Corporate Update May 20, 2013
Irish Takeover Rules
As required by the Irish Takeover Rules, the Directors of Elan accept
responsibility for the information contained in this presentation. To
the best of their knowledge and belief (having taken all reasonable
care to ensure such is the case); the information contained in this
presentation is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Any holder of 1% or more of any class of relevant securities of Elan
may have disclosure obligations under Rule 8.3 of the Irish Takeover
Panel Act, 1997, Takeover Rules 2007 (as amended).