-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RHJJA3htAVqUPnn0U1vc3CV9yJckCG4aufUPfit83BaTdi0HUkO76divnolAAHnD tleA1SXm3GNUGT998Y23OA== /in/edgar/work/20000605/0000891618-00-003163/0000891618-00-003163.txt : 20000919 0000891618-00-003163.hdr.sgml : 20000919 ACCESSION NUMBER: 0000891618-00-003163 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WATSON PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000884629 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 953872914 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 001-13305 FILM NUMBER: 649391 BUSINESS ADDRESS: STREET 1: 311 BONNIE CIRCLE CITY: CORONA STATE: CA ZIP: 92880 BUSINESS PHONE: 9092701400 MAIL ADDRESS: STREET 1: 311 BONNIE CIRCLE CITY: CORONA STATE: CA ZIP: 92880 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WATSON PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000884629 STANDARD INDUSTRIAL CLASSIFICATION: [2834 ] IRS NUMBER: 953872914 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 311 BONNIE CIRCLE CITY: CORONA STATE: CA ZIP: 92880 BUSINESS PHONE: 9092701400 MAIL ADDRESS: STREET 1: 311 BONNIE CIRCLE CITY: CORONA STATE: CA ZIP: 92880 425 1 0001.txt FORM 425 1 Filed by Watson Pharmaceuticals, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and Deemed filed pursuant to Rules 14a-12 and 14d-2 of the Securities Exchange Act of 1934 Subject Company: Watson Pharmaceuticals, Inc. Commission File No: 0-20045 WATSON PHARMACEUTICALS, INC. - SCHEIN PHARMACEUTICAL, INC. SLIDE PRESENTATION SOURCE: WATSON PHARMACEUTICALS, INC. June 5, 2000 SLIDE ONE CENTER HEADING: Watson Pharmaceuticals, Inc. GRAPHIC: Watson Pharmaceuticals, Inc. logo TEXT: NYSE: WPI GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE TWO CENTER HEADING: Note Regarding Forward-Looking Statements TEXT: This presentation contains certain statements of a forward-looking nature relating to future events or future business performance. Any such statements that refer to estimated or anticipated future results, product development efforts or performance or other non-historical facts are forward-looking and reflect management's current perspective of existing trends and information. Such forward-looking statements include, among others, statements regarding the consummation of the proposed acquisition of Schein by Watson and the future growth, impact and success of the combined company, including expectations regarding financial performance, product development efforts and the successful integration of the two businesses. Such forward-looking statements involve risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such statements. Such risks and uncertainties include, among others, risk related to the consummation of the proposed acquisition, including the possible inability to obtain, meet the conditions imposed for, or the timeliness of, governmental approvals for the proposed acquisition, risks associated with the integration of the Watson and Schein businesses after consummation of the proposed acquisition, including the possible inability to successfully integrate these businesses on a cost effective and timely basis, and such other risks and uncertainties detailed in Watson's reports as filed from time to time with the Securities and Exchange Commission. GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE THREE CENTER HEADING: Watson Pharmaceuticals, Inc. Corporate Profile 1. 2 TEXT: A specialty pharmaceutical company that develops, manufactures and markets both Brand and Generic products. GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FOUR CENTER HEADING: Watson Pharmaceuticals, Inc. Corporate Strategy TEXT: Brand Pharmaceuticals Market under Watson Pharma(TM) label Build specialty businesses Build and expand R&D pipeline internally Strengthen co-marketing relationships Generic Pharmaceuticals Market under Watson Laboratories label Continue product-focused strategy Strengthen relationships with key customers Focused R&D at Corona and Cincinnati GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FIVE CENTER HEADING: Gross Profit Contribution SUBHEADING: Brand and Generic Components (dollars in millions) GRAPHIC (legend): Two columns; unshaded small square with text: Brand Shaded small square with text: Generic GRAPHIC: Four pie graphs. First pie graph on the left: labeled 1996. Twenty-three percent of pie unshaded representing $27; Seventy-seven percent of pie shaded representing $90. Second pie graph on the bottom left: labeled 1997. Fifty-four percent of pie unshaded representing $115; forty-six percent of pie shaded representing $99. Third pie graph on the right: labeled 1998. Fifty-three percent of pie unshaded representing $185; forty-seven percent of pie shaded representing $163. Fourth pie graph bottom right: labeled 1999. Sixty-seven percent of pie shaded representing $308; Thirty-three percent of pie shaded representing $151. GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE SIX 2. 3 CENTER HEADING: Brand Pharmaceuticals TEXT: Divisional focus based on growth potential Oclassen(R) Dermatologics (57) Result of acquisition in 1997 Women's Health (160) Established in 1997 based on OC franchise General Products (175) Incorporates Watson and TheraTech developed products GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE SEVEN CENTER HEADING: Brand Pharmaceuticals Sales Force Capacity GRAPHIC: Graph with two axes. First line in vertical axis from 0 to 400, in 50 point increments. Second line in horizontal axis from 1996 to 1999, in one year increments. Block graphic shows 1996 going upward to 4. 1997 going upward to 216. 1998 going upward to 351. 1999 going upward to 382. GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE EIGHT CENTER HEADING: Oclassen(R) Dermatologics Division Strategic Disease Focus TEXT: Dermatoses Acne Psoriasis Fungal infections GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE NINE CENTER HEADING: Oclassen(R) Dermatologics Net Sales SUBHEADING: (in millions) GRAPHIC: Graph with two axes. First line in vertical axis from $0 to $100, in $10 increments. 3. 4 Second line in horizontal axis from 1997 to 1Q00, in one year increments. Block graphic shows 1997 going upward to $46. 1998 going upward to $58. 1999 going upward to $84. 1Q00 going upward to $25. GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE TEN CENTER HEADING: Women's Health Division Strategic Disease Focus TEXT: Oral contraception Hormone replacement therapy Incontinence GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE ELEVEN CENTER HEADING: Women's Health Net Sales SUBHEADING: (in millions) GRAPHIC: Main text consists of graph with two axes. First line in vertical axis from $0 to $140, in $20 increments. Second line in horizontal axis from 1997 to 1Q00, in one year increments. Block graphic shows 1997 going upward to $17. 1998 going upward to $62. 1999 going upward to $132. 1Q00 going upward to $45. GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE TWELVE CENTER HEADING: General Products Strategic Focus TEXT: Support function to other core therapeutic divisions Pain management Hypertension Urology New potential opportunities 4. 5 GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE THIRTEEN CENTER HEADING: General Products Net Sales SUBHEADING: (in millions) GRAPHIC: Graph with two major axes. First line in vertical axis from $0 to $140, in $20 increments. Second line in horizontal axis from 1997 to 1Q00, in one year increments. Block graphic shows 1997 going upward to $89. 1998 going upward to $123. 1999 going upward to $130. 1Q00 going upward to $35. GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FOURTEEN CENTER HEADING: R&D Strategies - Brand (italicized) TEXT: Expand portfolio for each Watson division New product development In-licensing of mid-to late-stage new product opportunities Develop drug delivery-based products for out-licensing opportunities GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FIFTEEN CENTER HEADING: Watson Technology Base TEXT: Solid dosage form expertise Transdermal Oral transmucosal Drug targeting GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE SIXTEEN CENTER HEADING: Brand Product Development 5. 6 TEXT: Over 12 products in clinical development 2 submitted in 2H99 2 submissions in '00 4 products in or entering Phase III Divisional focus Dermatology Women's Health General Products GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE SEVENTEEN CENTER HEADING: Brand R&D Pipeline GRAPHIC: Six columns: First column, row 1, text: E/P Combination (patch); row 2, text: Steroid Line Ext. (topical); row 3, text: Estradiol-Osteoporosis (patch); row 4, text: L-5HTP Biopterin Deficiency; row 5; text: Oxybutynin (patch); row 6, text: Anti-Acne (topical); row 7, text: Anti-Acne (oral); row 8, text: Selegiline TDS (Somerset); row 9, text: Fentanyl Lozenge; row 10, text: E/P Combination (oral); row 11, text: Onychomycosis (patch) New line, text: S = Submission (est). New line, text: A = Approval (est). Second column; row 1, text: S, row 2, text: S Third column; row 1, text: A, row 2, text is blank; row 3, text: S, row 4, text: S. Fourth column, row 1, text is blank; row 2, text: A; row 3, text: A; row 4, text: A; row 5, text: S; row 6, text: S; row 7, text: S; row 8; text: S Fifth column from row 5, text: A; same through row 8; row 9 through row 11, text: S Sixth column from row 9 to Row 11: A. GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE EIGHTEEN CENTER HEADING: Estradiol/Progestin Combination Patch TEXT: NDA submitted December 1999 File accepted and under review Indications Vasomotor symptoms Prevention of endometrial hyperplasia Advantages 6. 7 Low progestin dose levels Consistent hormone delivery over entire dosing interval Room temperature stability GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE NINETEEN CENTER HEADING: Oral Estradiol/Progesterone TEXT: Current Status Phase III: late '00 Indications Symptom relief Endometrial protection Osteoporosis Advantages Naturally-occurring ingredients Both estradiol and progesterone from a single dosage form GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE TWENTY CENTER HEADING: Oxybutynin Patch Phase II Clinical Results TEXT: 76 patients Comparable to IR tablet 6-week dosing period Patient convenience Twice-a-week patch Small size Low irritation rates GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE TWENTY-ONE CENTER HEADING: Oxybutynin Patch Phase II Clinical Results SUBHEADING: Dry Mouth Side Effect GRAPHIC: 7. 8 Graph with two axes. Vertical axis from 0% to 70%, in 10% increments. Horizontal axis listing "None," "Mild," "Moderate" and "Severe." Block graph marked "None" going upward to 62% in first shaded column and upward to 6% in unshaded column; "Mild" going upward to two columns: 26% in shaded column and 27% in unshaded column; "Moderate" going upward to two columns of 11% in shaded column and 59% in unshaded column and "Severe" going upward to two columns of 0% in shaded column and 9% in unshaded column. GRAPHIC (legend): Shaded box: Watson's Transdermal Group Unshaded: IR oral group. GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE TWENTY-TWO CENTER HEADING: Oxybutynin Patch Phase III Clinical Trial TEXT: Double blind, placebo controlled trial Multiple dosage strengths 40 U.S. centers Approximately 500 patients NDA submission in 1H01 GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE TWENTY-THREE CENTER HEADING: Cell Targeted Drug Delivery TEXT: Selective delivery of drug to specific cells Highly active against Lymphoma tumor models Improves therapeutic index of widely used drugs Improved efficacy Well tolerated Phase I in early 2001 GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE TWENTY-FOUR CENTER HEADING: Generic Pharmaceuticals TEXT: Marketing over 90 products in over 400 SKUs Internal development program Partnership program 8. 9 Select generic OTCs GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE TWENTY-FIVE CENTER HEADING: R&D Strategies - Generic (italicized) TEXT: Continue oral, immediate release product development Focus on technically-challenging products GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE TWENTY-SIX CENTER HEADING: Watson's ANDA Approvals in 2000 TEXT: Ranitidine Tablets Pentazocine/APAP Bisoprolol Fumarate and Hydrochlorothiazide Tables (*) Enalapril Maleate Tablets (*) GRAPHIC (legend) (*) Tentative approval GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE TWENTY-SEVEN CENTER HEADING: Watson's 16 ANDAs Currently Pending $4.5 Billion in Brand Sales (*) - Filed by Facility GRAPHIC: Map of United States featuring Corona, CA, text: 8 ANDAs Pending, $1 Billion Brand Sales (*). Cincinnati, OH. Text: 3 ANDAs Pending, $3 Billion Brand Sales (*). Miami Fl. Text: 5 ANDAs Pending. $500 Million Brand Sales (*) GRAPHIC (legend): (*) Estimates based on IMS Health Data GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE TWENTY-EIGHT GRAPHIC: Schein Pharmaceutical Logo SLIDE TWENTY-NINE 9. 10 CENTER HEADING: Two District Business Units GRAPHIC: Three boxes. First box: Schein Pharmaceutical logo Lower left box text: "Generic" Lower right box text: "Brand" GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE THIRTY CENTER HEADING: Brand Business Focus TEXT: Main text consists of two columns, left column consists of box with text "BRAND" - - in center of box Right column consists of text: Leading position in injectable iron New exclusive successor product with compelling labeling differentiation Growth engine for additional specialty products GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE THIRTY-ONE CENTER HEADING: Dialysis Marketplace TEXT: 10 largest dialysis chains account for over 70% of patients over 225,000 patients receiving treatment Approximately 8% annual growth Source: HCFA GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE THIRTY-TWO LEFT MARGIN HEADING: INFed (logo text) SUBHEADING: (Iron dextran - USP Injection) TEXT: Treatment of anemia primarily in dialysis Complements Amgen's Epogen(R) (EPO) GRAPHIC: Right side of page - photograph of Iron Dextran-USP Injection product 10. 11 GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE THIRTY-THREE CENTER HEADING: Ongoing Effort to Address Unmet Clinical Needs GRAPHIC: Seven box chart, 3 boxes on top row, 3 boxes on bottom row arrows from each of the top boxes, left to right, top to bottom one arrow from bottom right box left to right, left to right arrows, lead to a box at the end center of the page, last column, under the second row of boxes there is a line with an arrow directed left and the beginning of the arrow under the first box the date "1989" is listed, under the second box in the second row to the left of 1989 the text "Time" is written. First line, indent, title, text: "Events" underlined First row, first box, text: EPO Introduced in Dialysis First row, second box, text: Oral Iron Clinically Inadequate First row, third box, text: INFeD(R) Effective but Carries Side Effects Next row, indent title, text: "Implications" underlined Bottom Row, first box, text: Iron Requirements Significantly increased Bottom Row, second box, text: Physicians Search for Alternatives Bottom Row, third box, text: Physicians Face Dilemma of Sub-optimal Therapy vs. High-Risk Exposure Last column, box, text: Ferrecit(R) Bridges Safety and Efficacy Concerns GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE THIRTY-FOUR CENTER HEADING Life Cycle Management Transition INFeD(R) Customers to Ferrlecit(R) GRAPHIC: 2 columns: Left column consist of box with picture of INFed(R) product and arrow pointing to right column, text in arrow: Franchise Migration Right column, top, picture of Ferrlecit(R) product Second column under picture of Ferrlecit(R) product, bullet: Exclusive Product Right column, next line, bullet: Significant clinical benefit GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE THIRTY-FIVE CENTER HEADING: Box containing text: Ferrlecit (logo text) Right of box, text: Future Iron Flagship GRAPHIC: Two columns: Left column, text: First (underlined) injectable iron approved without "black box warning." In-licensed from R&D Labs Patent exclusivity until 2004 Introduced June 1999 Right column graphic: picture of product 11. 12 GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE THIRTY-SIX CENTER HEADING: Full Coverage Received GRAPHIC: Main text consist of graph with two axes. First line in vertical axis with an arrow heading towards the top of the page, text: "Percentage of Covered Patients," vertical along the line. Second line in horizontal axis with an arrow pointing right, text: "Time" (with a smaller arrow pointing right). Where the two lines meet, vertical and horizontal, three boxes are aligned in cascade order moving towards the top right over an arrow. First box contains text: Individual Regional Coverage Decisions; local intermediaries define coverage, state to state variation. Second box contains text: National Coverage Decisions; Uniform HCFA coverage guidelines, received 2Q/2000. Third box contains text: National Code Established. Provides uniform reimbursement, application filing 4/00, decision expected 1/01. GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE THIRTY-SEVEN CENTER HEADING: Market Penetration Achieved Despite Reimbursement Restrictions SUBHEADING: National Market Share by $ Volume (underlined) GRAPHIC: Main text consist of graph with two axes. First line in vertical axis from 0% to 18%, in 2% increments. Second line in horizontal axis from Jul., 1999 going in one month increments to Mar., 2000. First box graph July 1999 going upward to just below 2%; Aug. going upward to just above 2%, Sept. going upward to 4%, Oct. going upward to between 6% and 8%, Nov. going upward to 8%, Dec. going upward to 6%, Jan. 2000 going upward to between 10% and 12%, Feb. 2000 going upward to 15%, Mar. going upward to 18%. GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE THIRTY-EIGHT CENTER HEADING: Schein Sales Force GRAPHIC: 3 rows of boxes: First row, centered, box text states: Schein Dialysis, lines from left and right side of box connecting this box to second row of 2 boxes. Second row, centered, first box, first row, text: Regional Managers Second row, centered, first box, second row text: 4 Second row, centered, second box, first row, text: Account Managers Second row, centered, second box, second row, text: 3 Third row, box, centered, first row, text: Sales Representatives Third row, box, Centered second row, text: 30 12. 13 GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE THIRTY-NINE CENTER HEADING: Leveraging Current Capabilities GRAPHIC: Graph with two major lines. First line in vertical axis to the left of the line there is an arrow, text at bottom "Injectable Iron" with arrow heading to top of line text "Portfolio" to the left of vertical arrow, text: Market Position. Inside horizontal and vertical axis at mid-point one oval with the text: Schein Today, and three arrows pointing outward to three ovals, first oval near top of vertical axis text: Broad Dialysis Franchise, second oval text centered between vertical and horizontal axis: Red Blood Cell Management, third oval text above "Oncology" on horizontal axis: Oncology Supportive Care. TEXT: Below horizontal axis: Anemia/Nephrology, Hematology, Oncology, GI Surgery. Therapeutic Expertise. GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FORTY CENTER HEADING: R & D Strategies - in Brand (italics) SUBHEADING: Bullet mark: Additional iron replacement indications TEXT: Oncology 1-2 million patients Chemotherapeutic anemia Gastroenterology 1 million patients Crohn's Disease, ulcerative colitis, gastric ulcers Surgery >3 million patients Orthopedic, cardiac, abdominal, trauma GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FORTY-ONE CENTER HEADING: Generic Business Focus GRAPHIC: Two columns: Left column consist of a box with text: GENERIC Right column consists of text: A leader in generic sales Top-tier position in many solid dosage products Develop "complex" generics Competitive advantage 13. 14 Extended product life cycles Broad pipeline GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FORTY-TWO CENTER HEADING: Generic Production Capacity TEXT: Three solid oral dosage manufacturing facilities Carmel, NY - 112,000 sq. ft. Danbury, CT - 87,000 sq. ft. Humacao, PR - 75,000 sq. ft. GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FORTY-THREE CENTER HEADING: Generic Market Leaders SUBHEADING: Total Units GRAPHIC: Graph with two major axes. First line in vertical axis from 0 to 10,000, in 1,000 increments. Text on side of graphic states: (in 000's). Second line in horizontal axis lists Teva, Mylan, Watson, Apothecon, Geneva, Zenith, Schein, Roxane, Warrick, Purepack, Ethex and Barr. First block graphic from Teva going upward to the 10,000 mark; Mylan going upward to the 8,000 mark; Watson going upward to the 5,500 mark; Apothecon going upward to approximately the 5,100 mark; Geneva going upward to approximately the 5,100 mark; Zenith going upward to approximately the 5,000 mark; Schein going upward to approximately the 4,500 mark; Roxane going upward to approximately the 3,000 mark; Warrick going upward to approximately the 2,500 mark; Purepac going upward to approximately the 2,400 mark; Ethex going upward to approximately the 1,800 mark; Barr going upward to approximately the 1,750 mark. TEXT: Source IMS Health Data (March 2000) GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FORTY-FOUR CENTER HEADING: R&D Strategies - Generic (in italics) TEXT: Internal development Patent challenges 14. 15 7 filed Cheminor Drug Partnership FDA approved bulk manufacturer New U.S. finished dosage form plant 4 ANDAs filed GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FORTY-FIVE CENTER HEADING: Schein's ANDA Approvals in 2000 TEXT: Solids Enalapril Maleate Tablets (*) Famotidine OTC Tablets (*) Famotidine Tablets (*) Ranitidine 75 OTC Tablets (*) Sterile Famotidine Injectable (*) GRAPHIC (legend): (*) Tentative approval GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FORTY-SIX CENTER HEADING: Schein's Currently Pending ANDAs TEXT: 10 ANDAs pending approval $9 Billion in brand sales (*) (*) Estimates based on IMS Health Data GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FORTY-SEVEN CENTER HEADING: Generic Business Summary TEXT: Well positioned for growth Established customer relationships Strong product performance Next row, indent, bullet: Robust pipeline GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. 15. 16 SLIDE FORTY-EIGHT CENTER HEADING: Acquisition Rationale and Summary GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FORTY-NINE CENTER HEADING: Acquisition of Schein Strategic Rationale - Brand TEXT: First line, bullet mark: Increase scale and focus of specialty brand business Leading position in injectable iron Add Nephrology division to current Watson niche segments Opportunity to leverage Watson's existing sales and marketing capabilities GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FIFTY CENTER HEADING: Acquisition of Schein SUBHEADING: Strategic Rational - Generic TEXT: Add sizeable, established generic business Combined company will be one of the generic market leaders Expanded generic pipeline Development partnerships Internal development Significant synergy opportunities GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FIFTY-ONE CENTER HEADING: Acquisition of Schein SUBHEADING: Transaction Overview TEXT: Two-step acquisition Cash tender offer At least 74% of outstanding shares to be acquired for $19.50 in cash (in italics) Back-end merger for stock Up to 26% of shares may be acquired for $23.00 in stock (subject to adjustment) (italics) Purchase price 16. 17 Implied equity value of approximately $740 million and enterprise value of approximately $960 million GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FIFTY-TWO CENTER HEADING:, Acquisition of Schein SUBHEADING: Transaction Financing TEXT: Existing cash from Balance Sheet Bank commitment up to $1.1 Billion Projected total debt incurrence of $600 million Refinance of Schein indebtedness Issuance of Watson equity $23 per share stock consideration Fixed price subject to a 10% collar and fixed ratio beyond GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FIFTY-THREE CENTER HEADING:, Acquisition of Schein SUBHEADING: Transaction Timing TEXT: Cash tender commences week of June 5th Tender offer expected to close week of July 3rd Back-end merger expected to close September GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FIFTY-FOUR CENTER HEADING: Acquisition of Schein SUBHEADING: Financial Rationale TEXT: Combined 1999 pro forma sales of over $1.1 Billion Cash, debt and equity used to finance acquisition Strong projected earnings and cash flow result in rapid de-leveraging GRAPHIC: 17. 18 Small Watson Pharmaceuticals, Inc. logo. SLIDE FIFTY-FIVE CENTER HEADING: Acquisition of Schein SUBHEADING: Financial Rationale TEXT: Year 2000 (underlined) Modestly accretive to cash EPS in 2H00 Dilutive to GAAP EPS in 2H00 Year 2001 (underlined) Accretive to cash EPS in 2001 Modestly accretive to GAAP EPS in 2001 GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FIFTY-SIX CENTER HEADING: Watson Pharmaceuticals, Inc. GRAPHIC: Center of page: Watson Pharmaceuticals, Inc logo TEXT: NYSE: WPI GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FIFTY-SEVEN CENTER HEADING: Brand Sales Force - Combined GRAPHIC: Graph with two major axes. First line in vertical axis from 0 to 450, in 50 point increments. Second line in horizontal axis from 1996 to 1997, 1998, 1999 and 2000 (est.). First block graph showing 1996 going upward to 4; 1997 going upward to 216; 1998 going upward to 351, 1999 going upward to 382 and 2000 (est.) going upward to 419. Between columns 1999 and 2000 (est.) a number 37 appear on the top center. GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FIFTY-EIGHT CENTER HEADING: Brand Business - Combined Divisions TEXT: Dermatology - 5 products 18. 19 General Products - 6 products Nephrology - 2 products Women's Health - 11 products GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE FIFTY-NINE CENTER HEADING: Generic Business - Combined TEXT: Over 250 products Over 35 additional products in development GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE SIXTY CENTER HEADING: ANDA Status - Combined TEXT: 7 tentative approvals 20 pending approvals. Approximately $12 Billion in brand sales in 1999 (*) GRAPHIC (legend): (*) Estimates based on IMS Health Data GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE SIXTY-ONE CENTER HEADING: Combined Facilities GRAPHIC: Map of the United States at center of page reflecting Salt Lake City, UT, Corona, CA, Phoenix, AZ, Glenview, IL, Cincinnati, OH, Brewster, NY, Carmel, NY, Danbury, CT, Copiague, NY, Florham Park, NJ, Livingston, NJ, Cherry Hill, NJ, Miami, Fl. Bottom right corner reflects text: Humacao, Puerto, Rico. GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE SIXTY-TWO CENTER HEADING: Summary TEXT: Continued cash flow & earnings growth Balanced brand and generic focus Increased R&D pipeline 19. 20 Increased management depth Orientation to shareholder value GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE SIXTY-THREE CENTER HEADING:, WATSON PHARMACEUTICALS, INC. GRAPHIC: Center of Page: Watson Pharmaceuticals, Inc. logo TEXT: NYSE: WPI GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. SLIDE SIXTY-FOUR CENTER HEADING: Exchange Ration with Collar Mechanism GRAPHIC: First box graph titled: Price Per Schein share. Two axes: Vertical axis from: $16.00, $19.15, $23.00, $26.50, $30.00. Text: Price Per Schein share Horizontal axis from $37.82, $44.61, $54.52, $62.82. Text: Watson Average Closing Price. Graph shows line beginning at $19.50 on the $37.82 horizontal axis, then to $23.00 on the $44.61 horizontal axis (crossing over to $52.52), up to $26.5 on the $62.82 horizontal axis. Second box graph labeled Exchange Ration. Two axis: Vertical axis from 0.3281, 0.4219, 0.5156, 0.6094. Text: Exchange Ratio. Horizontal axis from $37.82, $44.61, $54.52, $62.82. Text: Watson Average Closing Price. Graph shows line beginning at 0.6094 going downward at an angle to 0.5156 on the $37.82 horizontal axis, to 0.4219 on the $52.52 horizontal axis and tapering off graph past the $62.82 horizontal axis. Box on bottom of page Lower text box - two columns First column - Watson Average Closing Price (AP) (underlined): greater than $62.82, $62.82 - greater than $54.52, $54.52-$44.61, greater than $44.61-$37.82, greater than $37.82 Second column - Exchange Ratio (underlined): less than or equal to 0.42187 (**), 0.42187, 0.42186 - 0.51562, 0.51562, greater than or equal to 0.51562 (*) TEXT (legend): (*) $19.50 / AP or $19.50 cash or mix. (**) $26.50 / AP GRAPHIC: Small Watson Pharmaceuticals, Inc. logo. 20. 21 ADDITIONAL INFORMATION AND WHERE TO FIND IT Watson plans to file a Schedule TO and a registration statement on SEC Form S-4 in connection with the tender offer and the merger, and Watson and Schein expect to mail tender offer documentation and a proxy statement/prospectus to stockholders of Schein containing information about the tender offer and the merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER DOCUMENTATION, THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE. THE TENDER OFFER DOCUMENTATION, THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION ABOUT SCHEIN, WATSON, THE TENDER OFFER, THE MERGER AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THESE DOCUMENTS THROUGH THE WEB SITE MAINTAINED BY THE SECURITIES AND EXCHANGE COMMISSION AT HTTP://WWW.SEC.GOV. FREE COPIES OF THE TENDER OFFER DOCUMENTATION, THE PROXY STATEMENT/PROSPECTUS AND THESE OTHER DOCUMENTS MAY ALSO BE OBTAINED FROM WATSON BY DIRECTING A REQUEST THROUGH THE INVESTOR RELATIONS PHONE LINE AT 909-270-1400, EXTENSION 4153; BY MAIL TO WATSON PHARMACEUTICALS, INC., ATTENTION: INVESTOR RELATIONS DEPARTMENT, 311 BONNIE CIRCLE, CORONA, CALIFORNIA 92880, FROM SCHEIN THROUGH THE INVESTOR RELATIONS PHONE LINE AT 973-593-5535 OR BY MAIL TO SCHEIN PHARMACEUTICAL, INC., ATTENTION: INVESTOR RELATIONS, 100 CAMPUS DRIVE, FLORHAM PARK, NEW JERSEY, 07932. In addition to the tender offer documentation, the registration statement and the proxy statement/prospectus, Watson and Schein each file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by Watson or Schein at the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the Commission's other public reference rooms in New York, New York and Chicago, Illinois. Please call the Commission at 800-SEC-0330 for further information on the public reference rooms. Schein's and Watson's filings with the Commission are also available to the public from commercial document-retrieval services and at the web site maintained by the Commission at http://www.sec.gov. SOLICITATION OF PROXIES; INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION WATSON, SCHEIN, THEIR RESPECTIVE DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN OTHER MEMBERS OF MANAGEMENT AND EMPLOYEES MAY BE SOLICITING PROXIES FROM SCHEIN STOCKHOLDERS IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT. A DESCRIPTION OF ANY INTERESTS THAT SCHEIN'S DIRECTORS AND EXECUTIVE OFFICERS HAVE IN THE MERGER WILL BE AVAILABLE IN THE PROXY STATEMENT/PROSPECTUS. FORWARD LOOKING INFORMATION THIS DOCUMENT CONTAINS CERTAIN STATEMENTS OF A FORWARD-LOOKING NATURE RELATING TO FUTURE EVENTS OR FUTURE BUSINESS PERFORMANCE. ANY SUCH STATEMENTS THAT REFER TO WATSON'S OR SCHEIN'S ESTIMATED OR ANTICIPATED FUTURE RESULTS, PRODUCT DEVELOPMENT EFFORTS OR PERFORMANCE OR OTHER NON-HISTORICAL FACTS ARE FORWARD-LOOKING AND REFLECT EACH COMPANY'S CURRENT PERSPECTIVE OF EXISTING TRENDS AND INFORMATION. SUCH FORWARD-LOOKING STATEMENTS INCLUDE, AMONG OTHERS, STATEMENTS REGARDING THE CONSUMMATION OF THE PROPOSED ACQUISITION OF SCHEIN BY WATSON AND THE FUTURE GROWTH, IMPACT AND SUCCESS OF THE COMBINED COMPANY, INCLUDING EXPECTATIONS REGARDING FINANCIAL PERFORMANCE, PRODUCT DEVELOPMENT EFFORTS AND THE SUCCESSFUL INTEGRATION OF THE TWO BUSINESSES. SUCH 21. 22 FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES THAT CANNOT BE PREDICTED OR QUANTIFIED AND, CONSEQUENTLY, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH STATEMENTS. SUCH RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHERS, RISKS RELATED TO THE CONSUMMATION OF THE PROPOSED ACQUISITION, INCLUDING THE POSSIBLE INABILITY TO OBTAIN, OR MEET THE CONDITIONS IMPOSED FOR, GOVERNMENTAL APPROVALS FOR THE PROPOSED ACQUISITION, THE POSSIBLE INABILITY TO OBTAIN ON COMMERCIALLY ADVANTAGEOUS TERMS ANY CONSENTS OR APPROVALS OF THIRD PARTIES WITH RESPECT TO THE PROPOSED ACQUISITION, THE POSSIBILITY DUE TO MARKET CONDITIONS OR OTHER FACTORS OF THE WITHDRAWAL OF THIRD PARTY FINANCING FOR THE PROPOSED ACQUISITION, AND THE POSSIBLE FAILURE TO OBTAIN THE TENDER OF SUFFICIENT SCHEIN SHARES PURSUANT TO WATSON'S TENDER OFFER TO MEET THE MINIMUM CONDITION TO THE CONSUMMATION OF THE PROPOSED ACQUISITION, RISKS ASSOCIATED WITH THE INTEGRATION OF THE WATSON AND SCHEIN BUSINESSES AFTER CONSUMMATION OF THE PROPOSED ACQUISITION, INCLUDING THE POSSIBLE INABILITY TO SUCCESSFULLY INTEGRATE THESE BUSINESSES ON A COST EFFECTIVE AND TIMELY BASIS, THE POSSIBLE INABILITY TO OBTAIN ON A TIMELY BASIS ANY REGULATORY OR THIRD PARTY APPROVALS NECESSARY TO SUCCESSFULLY IMPLEMENT THE COMBINED COMPANY'S INTEGRATION PLANS OR THE POSSIBLE INABILITY TO TIMELY MAKE CHANGES ON COMMERCIALLY ADVANTAGEOUS TERMS TO SCHEIN'S BUSINESS, AND SUCH OTHER RISKS AND UNCERTAINTIES DETAILED IN WATSON'S AND SCHEIN'S MOST RECENT FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING EACH COMPANY'S ANNUAL REPORT AND FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999 AND FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000. 22. -----END PRIVACY-ENHANCED MESSAGE-----