EX-99.(C)(2) 3 d762369dex99c2.htm EX-99.(C)(2) EX-99.(c)(2)

Exhibit (c)(2)

 

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Project Turtle Presentation to the Special Committee October 23, 2023


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Notice to Recipient Confidential “Bank of America” and “BofA Securities” are the marketing names used by the Global Banking and Global Markets divisions of Bank of America Corporation. Lending, other commercial banking activities, and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Trading in securities and financial instruments, and strategic advisory, and other investment banking activities, are performed globally by investment banking affiliates of Bank of America Corporation (“Investment Banking Affiliates”), including, in the United States, BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp., both of which are registered broker-dealers and Members of SIPC, and, in other jurisdictions, by locally registered entities. BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp. are registered as futures commission merchants with the CFTC and are members of the NFA. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured * May Lose Value * Are Not Bank Guaranteed. 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. 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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. Bank of America Corporation and its affiliates (collectively, the “BAC Group”) comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and strategic advisory services and other commercial services and products to a wide range of corporations, governments and individuals, domestically and offshore, from which conflicting interests or duties, or a perception thereof, may arise. In the ordinary course of these activities, parts of the BAC Group at any time may invest on a principal basis or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions, for their own accounts or the accounts of customers, in debt, equity or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Company, potential counterparties or any other company that may be involved in a transaction. Products and services that may be referenced in the accompanying materials may be provided through one or more affiliates of Bank of America Corporation. We have adopted policies and guidelines designed to preserve the independence of our research analysts. The BAC Group prohibits employees from, directly or indirectly, offering a favorable research rating or specific price target, or offering to change a rating or price target to a subject company as consideration or inducement for the receipt of business or for compensation and the BAC Group prohibits research analysts from being directly compensated for involvement in investment banking transactions. The views expressed herein are the views solely of Global Corporate and Investment Banking, and no inference should be made that the views expressed represent the view of the firm’s research department. 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 (signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within and outside the United States. Merrill Lynch International is authorised and regulated by the Dubai Financial Services Authority. Principal address is Gate Village 6, Level 2, 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. We do not provide legal, compliance, tax or accounting advice. Accordingly, 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. 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Project Turtle Table of Contents 1. Transaction Overview 1 2. Review of Turtle Management Projections 2 3. Turtle Preliminary Financial Analysis 4 Appendix 14


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Transaction Overview


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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 Adj. Unaffected Price: Turtle unaffected price adjusted for Peers’ Median performance differential during the 05/25/23 – 10/19/23 period (please refer to slide 5 for further detail) Sun NBO Dated Unaffected Adj. Unaffected Current 05/26/23 Share Price as of 05/25/23 10/19/23 Purchase Price Capital Structure as of 03/31/23 09/30/23 (1) 09/30/23 (1) 09/30/23 (1) $/Share Unless Otherwise Noted Offer Price Reference $28.97 $31.52 $33.07 $38.00 Fully Diluted Shares Outstanding (mm) 37.587 37.587 37.587 37.587 Implied Fully Diluted Equity Value ($mm) $1,089 $1,185 $1,243 $1,428 (-) Net Cash & Eq ($1,255) ($1,295) ($1,295) ($1,295) (+) Settlement and loss contingencies (2) $141 $141 $141 $141 Implied Enterprise Value ($26) $30 $88 $273 Premium / (Discount) to: Unaffected Price $28.97 - 8.8% 14.2% 31.2% Adj. Unaffected Price $31.52 (8.1%)—4.9% 20.6% Current (10/19/23) $33.07 (12.4%) (4.7%)—14.9% 52w High (07/21/22) (12 month period until Unaffected Date) $39.90 (27.4%) (21.0%) (17.1%) (4.8%) 52w Low (03/28/23) (12 month period until Unaffected Date) $23.00 26.0% 37.0% 43.8% 65.2% 30d VWAP (12 month period until Unaffected Date) $28.11 3.1% 12.1% 17.7% 35.2% 60d VWAP (12 month period until Unaffected Date) $27.27 6.2% 15.6% 21.3% 39.4% Implied Multiples ×€ Turtle Management Financial Model Shared on October 10, 2023 Metric(3) 2023E CY EV/Adj. EBITDA $38mm n.m. 0.8x 2.3x 7.2x 2024E CY EV/Adj. EBITDA $43mm n.m. 0.7x 2.1x 6.4x _______________________ Source: Turtle management financial model shared on October 10, 2023, Company filings and FactSet as of October 19, 2023. 1 (1) Estimated Balance Sheet per Turtle management. (2) Reflects preliminary 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 financial model shared on October 10, 2023.


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Review of Turtle Management Projections


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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 Basis of segment Financial Plan Longer term financial plan from FY 2029 through FY 2034 are based on top down management extrapolation of growth and 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, special committee directed BofA to prepare an alternate scenario as detailed on page 28 _______________________ 2 Source: Turtle management financial model shared on October 10, 2023. 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.


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Turtle Financial 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% D Change in NWC ($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% 54.5% 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 financial model shared on October 10, 2023. 3 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).


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Turtle Preliminary Financial Analysis


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Turtle Public Market Perspectives Trading Statistics as of October 19, 2023 1 2 Sun NBO Dated Date as of: Unaffected Adj. Unaffected Current Commentary 05/26/23 Share Price as of 05/25/23 10/19/23 Purchase Price 1 Represents unaffected price prior to (1) (1) (1) disclosure of Sun Pharma’s non-binding Capital Structure as of 03/31/23 09/30/23 09/30/23 09/30/23 proposal Share 2 Reflects unaffected price adjusted for Share Price $28.97 $31.52 $33.07 $38.00 Performance Peers’ Median performance differential during the 05/25/23 – 10/19/23 period Fully Diluted Shares Share Count 37.587 3 37.587 37.587 37.587 3 As of 09/30/23 including: Outstanding (mm) ̶ 37,584,631 Ordinary Shares ̶ 2,600 Founders’ Shares(2) Equity Value Market Capitalization ($mm $1,089 $1,185 $1,243 $1,428 4 Cash position of $269mm as of 09/30/23 5 Includes short-term bank deposits of Less: Cash & Cash Eq. ($154) 4 ($269) ($269) ($269) $120mm and short-term marketable securities of $518mm as of 09/30/23 Less: Current ($696) 5 ($638) ($638) ($638) 6 Includes long-term marketable securities of Investments $388mm as of 09/30/23 Less: Non-Current 7 Net Debt (Cash) ($405) 6 ($388) ($388) ($388) Reflects preliminary estimated exposure as Investments of 09/30/23 relating to the global Plus: Settlement and resolution with the U.S. Department of $141 7 $141 $141 $141 loss contingencies Justice in connection with its investigations into the U.S. generic pharmaceutical Net Debt (Cash) ($1,115) ($1,155) ($1,155) ($1,155) industry accrued for as a current liability on Turtle’s Balance Sheet as of 06/30/23 Enterprise Value Enterprise Value ($mm) ($26) $30 $88 $273 ____________________ 4 Source: Turtle management financial model shared on October 10, 2023, Company filings, Factset as of October 19, 2023. Note: FY ends 31-Mar. $ in USD unless otherwise noted. (1) Estimated Balance Sheet per Turtle management. (2) Entitled to 1/3 of the voting power of all voting shares.


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Turtle Public Market Perspectives Share Price Performance & Wall Street Research Target Price – Since Unaffected 210 180 Peers outperformed Turtle by Share Price 8.8% Performance 150 Indexed to 124 124 05/25/2023 120 Median 114 Turtle 102 107 100 98 90 5/25/2023 6/25/2023 7/25/2023 8/25/2023 9/25/2023 10/19/2023 160 159 152 143 140 Peers Target Price 138 Median 138 133 Evolution (For Reference) 120 116 Indexed to 05/25/2023 100 96 Turtle 80 5/25/2023 7/25/2023 8/25/2023 9/25/2023 10/19/2023 H.C. Wainwright & Co. dropped their price target on June 5, 2023 following the announcement of Sun Pharma’s offer to 5 buy the remaining stake in Turtle ____________________ Source: Company filings, Factset as of October 19, 2023.


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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 Equity Value $2,000 & $1,243 Enterprise Value $750 ($mm) $88(1) $0 ($500) 10/19/18 10/19/19 10/19/20 10/19/21 10/19/22 10/19/23 Turtle Equity Value Turtle Enterprise Value Averarage 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 9.3x 9.1x 9.7x Until Turtle 6.8x 3.9x 7.5x 2.9x 4.5x 4.5x 5.1x Unaffected Date Turtle Discount (%) (37%) (62%) (23%) (63%) (52%) (50%) (47%) (05/25/23) Turtle Discount (x) (4.0x) (6.4x) (2.2x) (5.0x) (4.8x) (4.6x) (4.6x) EV / 14.0x LTM Adj. EBITDA 10.5x 9.8x (x) 7.0x 3.5x 2.0x(3) 0.0x 10/19/18 10/19/19 10/19/20 10/19/21 10/19/22 10/19/23 Turtle Peers Median(2) ____________________ Source: Company filings, Turtle management financial model shared on October 10, 2023, Factset as of October 19, 2023. 6 $ 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 financial model shared on October 10, 2023.


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Preliminary Illustrative Turtle Valuation Summary DRAFT – Preliminary Valuation and subject to change Selected Publicly Traded Companies Selected Publicly Preliminary Discounted (1) (2) (Adjusted for For Reference Only (4) Traded Companies (Unadjusted) Cash Flow Analysis Relative Multiple (3) Over-Time) (Equity Value Per Share) $55.00 $50.25 Sensitivity illustrating impact of additional; 50.00 Settlement and Loss contingency (5) $46.20 $45.05 45.00 $43.30 $42.60 $42.80 $40.25 (6) $39.90 40.00 $41.25 $39.50 $38.10 $39.05 $37.80 (6) $37.90 $37.75 $37.75 35.00 $35.80 $36.50 $34.75 $34.05 $31.25 $32.95 30.00 Sun Pharma Proposal (May 26, 2023) of $38.00 per share Turtle Current Share Price (October 19, 2023) of $33.07 per share 25.00 Turtle Unaffected Adjusted Share Price of $31.52 per share (2) Turtle Unaffected Share Price (May 25, 2023) of $28.97 per share $23.00 20.00 52-Week Analyst Unaffected Unaffected Adjusted 52-Week High CY 2023E CY 2024E CY 2023E Weighted Average Closing High / Low Price Targets Stock Price Stock Price Stock Price High Adj. EBITDA Adj. EBITDA Adj. EBITDA Cost of Capital $23.00—$39.90 $35.00 $28.97 $31.52 $39.90 $38 $43 $38 11.0% – 13.0% 11.0% – 13.0% 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 11.9% 31% – 59% 31% – 59% (17%) – 13% 7.0x – 12.5x 6.5x – 10.5x 4.0x – 7.0x (1.0%) – 1.0% (1.0%) – 1.0% Implied Adj. EBITDA Exit Multiple 4.6x – 6.5x 4.3x – 6.1x Settlement and Loss Contingencies _______________________ $141 $141 Source: Turtle management financial model shared on October 10, 2023. 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. (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 11.9%. (2) Turtle unaffected adjusted share price of $31.52 per share based on 8.8% adjustment to unaffected price based relative stock price performance since unaffected date (May 25, 2023) between Turtle and peers per page 5. 7 (3) Reflects a ~45% downward adjustment based on observed historical discount for Turtle EV/Adj. EBITDA multiple relative to selected peers’ trading multiples over-time. (4) Cash flows discounted to September 30, 2023 using mid-year discount convention. (5) Impact of the incremental liability amount was advocated by management and rejected by the special committee. (6) In addition to the forecast provided by management, special committee directed BofA to prepare an alternate scenario as detailed on page 28.


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Preliminary 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% 11.00% $211 $198 $218 $242 $409 $429 $453 12.00% 200 + 167 182 201 = 367 382 401 13.00% 189 142 154 169 330 343 357 Equity Value at Equity Value per Share at Implied Adj. EBITDA Multiple at Discount Plus: Q2’ 24A (3) Perpetuity Growth Rate of Perpetuity Growth Rate of Perpetuity Growth Rate of Net Cash (3) Rate (1.00%) 0.00% 1.00% (1.00%) 0.00% 1.00% (1.00%) 0.00% 1.00% 11.00% $1,155 $1,564 $1,584 $1,608 $41.60 $42.15 $42.80 5.3x 5.9x 6.5x 12.00% 1,155 = 1,521 1,537 1,556 40.50 40.90 41.40 4.9 5.4 5.9 13.00% 1,155 1,485 1,498 1,512 39.50 39.85 40.25 4.6 5.0 5.5 _______________________ Source: Turtle management financial model shared on October 10, 2023. 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. 8 (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.


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Discounted Cash Flow Sensitivity Analysis 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% ($1.50) $1.50 - / + 1.0% WACC 12.0% ($1.05) $1.25 2024E – 2034E CAGR—/ + 1.0% ‘24E—‘34E Annual Revenue Growth Rate(2) 4.2% ($0.55) $0.55 2034E Revenue Growth—/ + 1.0% Perpetuity Growth Rate 0.0% ($0.40) $0.50 Turtle Midpoint Management Case Valuation (Perpetuity Growth Method) $40.90 _______________________ Source: Turtle management financial model shared on October 10, 2023. 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. Terminal year assumes normalized 9 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) Revenue growth rate in 2034E reflecting linear year-over-year decline from 2028E to 2034E. (2) Change in NWC is affected by change in annual revenue growth rate.


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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 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 0.7 25% Cash 67% (3%) 17% 2 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=32) 44.1% 50.5% 11.9% 19.9% 3.3 Median (n=32) 38.2% 40.2% (2.6%) 14.1% 2.0 Total Mean (n=32) 35.6% 38.8% (9.8%) 14.5% 2.5 Bottom Quartile (n=32) 26.3% 16.0% (34.1%) 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=21) 42.6% 59.5% 12.9% 21.2% 4.0 Only Median (n=21) 28.7% 44.6% (0.1%) 16.7% 3.0 Cash Mean (n=21) 34.0% 46.2% (5.7%) 16.2% 2.9 Bottom Quartile (n=21) 25.5% 30.9% (17.4%) 9.7% 2.0 ____________________ Source: Dealogic and public filings as of October 19,2023. 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.


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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 % Since Equity Value Enterprise CAGR Company ($/Share) High 05/25/23 ($mm) Value ($mm) (2022A-2024E CY) 2023E CY 2024E CY 2023E CY 2024E CY 2023E CY 2024E CY 10.61 96% 45% $6,215 $6,015 8% 18% 19% 10.4x 8.7x 19.4x 15.5x 24.19 86% 7% 5,375 6,487 7% 28% 28% 8.3x 8.0x 11.7x 11.3x 8.72 80% (2%) 3,886 4,850 4% 26% 27% 8.3x 7.3x 11.1x 9.6x 9.52 91% 30% 2,699 3,083 6% 18% 19% 9.9x 8.9x 22.7x 17.8x 44.83 69% 2% 2,435 2,781 26% 35% 36% 12.4x 9.8x 16.6x 13.4x 57.31 89% 24% 1,280 1,439 23% 27% 29% 11.6x 10.3x 14.1x 14.2x 3.53 77% 57% 1,145 3,629 7% 22% 23% 6.8x 6.4x 6.4x 5.7x 86% 24% $2,699 $3,629 7% 26% 27% 9.9x 8.7x 14.1x 13.4x Mean (n=7) 84% 23% 3,291 4,041 11% 25% 26% 9.7x 8.5x 14.6x 12.5x Current $33.07 81% 14% $1,243 $88 2.3x 2.1x 30.9x 23.2x Represents price 1-day prior Sun Pharma Offer Unaffected Turtle (As of 05/25/23) 1,089 (26) 6% 6% 7% n.m. n.m. 27.1x 20.3x Adj. Unaffected $31.52 79% 1,185 30 0.8x 0.7x 29.5x 22.1x Turtle unaffected price adjusted for Peers’ Median performance Underlying FY Revenue ($mm): Underlying FY Adj. EBITDA ($mm): Underlying FY Adj. EPS ($/Share): differential during the 05/25/23 – 10/19/23 period ‘22A: $561 ‘23A: $573 / ‘24E: $629 / ‘25A: $644 ‘23A: $48 / ‘24E: $34 / ‘25A: $45 ‘23A: $0.68 / ‘24E: $1.20 / ‘25A: $1.50 11 ________________________________________ Source: Turtle management financial model shared on October 10, 2023, Company filings, Company Investor Presentation and website, Peers’ filings and Factset as of October 19, 2023. Note: $ in USD unless otherwise noted. Financials calendarized for peers with fiscal years not ending on December 31st. Ordered by equity value.


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Wall Street Research Perspectives Note: HCW was the sole broker covering Turtle prior to dropping their price target on 06/05/23 following the announcement of Sun Pharma’s offer to buy the remaining stake in Turtle. Turtle is otherwise addressed in broker reports covering Sun Pharma. H.C. Wainwright & Co Target Price Evolution Ratings (%) Price ($/Share) 1 1 1 1 1 1 1 1 1 1 0 0 1 1 1 1 0 1 1 1 1 1 $35.00 $33.07 Buy Hold Sell Target Price Current Price # No. of brokers Select H.C. Wainwright & Co Commentary Prior to removing price targets (25-Jan-23) At time of removal of price target (05-June-23) “We originally ascribed a price objective of $35 per share, based on a forward P/E “Earlier this week, Turtle reported its financial results for the 2022 fiscal third quarter multiple of 17.2x applied to our previous 12-month EPS forecast of $0.72 per share and (…) While we are reiterating our Buy rating on Turtle shares based on the company’s including the cash of roughly $22 per share. We currently do not have a price target continued balance sheet strength and long-term prospects in dermatology, we are on Turtle shares as we await the result of the board’s special committee’s reducing our 12-month price target to $35 per share, in light of the continued weakness deliberations on Sun’s offer to acquire the remaining outstanding shares of Turtle for in Turtle’s operating performance.” $38 per share.” H.C. Wainwright, 25-January-23 H.C. Wainwright, 05-June-23 “We note that Sun’s bid comes at a time when Turtle’s base businesses had been “In our view, despite continued branded generics price erosion, particularly within languishing and the company had also suffered the deleterious consequences of dermatology, Turtle remains exceptionally well-positioned from a multiple regulatory and legal sanctions. In our view, Sun’s move may reflect its belief balance sheet perspective” that the worst is now over for Turtle and that the longstanding weakness in Turtle’s share price (…) had reached a nadir.” 12 H.C. Wainwright, 25-January-23 H.C. Wainwright, 05-June-23 _______________________ Source: Public filings, Wall Street Research and FactSet as of October 19, 2023.


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Turtle Shareholder Base Overview Top 20 Shareholders & Cost Basis Position Since Economic Interest Voting Power Market Value Estimated Cost Holding Period Shareholder (Position Filing Date) (mm) 06/30/22 (mm) (%) (%) ($mm) Basis (FIFO) (Yrs) Activism Threat Investor Type 78.5% Sun Pharma (26-May-23) 29.498—85.7% $854.6 $47.22 11.3 n.a. Corporation 1.7% 80.2% Krensavage (30-Jun-23) 0.643 0.0626 1.1% 18.6 73.03 4.0 Medium Hedge Fund Manager 1.6% 81.8% Renaissance (30-Jun-23) 0.595 (0.089) 1.1% 17.2 92.51 11.5 Very Low Hedge Fund Manager 1.5% 83.3% BlackRock (30-Jun-23) 0.582 0.4141 1.0% 16.9 43.80 11.0 Medium Investment Advisor 1.5% 84.8% Dimensional Fund (30-Jun-23) 0.552 (0.004) 1.0% 16.0 94.58 10.3 Very Low Investment Advisor 1.3% 86.0% Brandes (30-Jun-23) 0.473 0.0569 0.8% 13.7 57.05 6.3 Medium Investment Advisor 0.7% 86.7% Invesco (19-Oct-23) 0.256 0.2458 0.5% 7.4 37.91 0.3 n.a. Investment Advisor Eversept (30-Jun-23) 0.250 0.0299 0.7% 87.4% 0.4% 7.3 97.59 9.8 Very Low Investment Advisor Acadian (30-Jun-23) 0.249 (0.056) 0.7% 88.1% 0.4% 7.2 38.84 4.8 Very Low Investment Advisor Ameriprise Financial (30-Jun-23) 0.230 0.0730 0.6% 88.7% 0.4% 6.7 38.84 4.8 Low Insurance Company Hotchkis and Wiley (30-Jun-23) 0.224 0.0031 0.6% 89.3% 0.4% 6.5 49.85 4.8 Medium Investment Advisor State Street (30-Jun-23) 0.160 0.1083 0.4% 89.7% 0.3% 4.6 46.16 5.3 Very Low Investment Advisor Cobas (30-Jun-23) 0.118 (0.003) 0.3% 90.0% 0.2% 3.4 29.55 1.5 Low Investment Advisor Murchinson (30-Jun-23) 0.104 (0.070) 90.3% 0.2% 3.0 58.01 2.5 Low Investment Advisor 0.3% Geode (30-Jun-23) 0.083 0.0825 90.5% 0.1% 2.4 36.10 0.5 n.a. Investment Advisor 0.2% Cowen (30-Jun-23) 0.071 0.0706 90.7% 0.1% 2.0 59.80 6.0 Very Low Brokerage 0.2% DSP (30-Sep-23) 0.069 0.0695 90.9% 0.1% 2.0 29.78 1.0 n.a. Investment Advisor 0.2% Norges Bank (31-Dec-22) 0.061—91.0% 0.1% 1.8 36.25 0.5 Medium Bank 0.2% Forest (30-Jul-23) 0.060 (0.026) 91.2% 0.1% 1.7 29.78 1.0 n.a. Sovereign Wealth Fund 0.2% ARK (30-Sep-23) 0.058 0.0016 91.3% 0.1% 1.7 29.78 1.0 Very Low Investment Advisor 0.2% Top 20 Shareholders 34.333 0.970 91.34% 94.2% $994.6 $49.38 10.6 Implied Return on Reference Price Estimated Cost Basis Unaffected Share Price (05/25/23) $28.97 (41.3%) Adj. Unaffected Share Price $31.52 (36.2%) Sun Pharma NBO Dated 05/26/23 Purchase Price $38.00 (23.0%) On 19-Jul-23 publicly expressed opposition to Sun Pharma’s $38.00 bid 13 ____________________ Source: Company filings, Bloomberg as of October 19, 2023. (1) Sun Pharma owns 2,600 founder’s shares which are entitled to 1/3 of the voting power of all voting shares.


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Appendix


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Turtle Public Market Perspectives


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Turtle Share Price Performance Since 2022 Turtle Daily Volume Indexed to Turtle Price (Thousands) Performance LTM YTD Turtle 7.8% 13.9% Peers Index(1) 54.5% 49.5% S&P 500 15.8% 11.4% (6.9%) (10.2%) (34.0%) 02/22/22: Turtle 08/11/22: Turtle issues voluntary 03/13/23: Turtle and 05/26/23: Sun Pharma 07/19/23: announces agreement Type 1 recall of Turtle-Zoledronic Sun Pharma reach announces proposal to Krensavage issues to acquire Alchemee Acid Injection due to particular $75mm settlement in acquire remaining press release from Galderma matter being over specified alleged price fixing outstanding shares of opposing Sun’s requirements scheme Turtle for $38.00/share $38.00 offer Turtle 1-day Share Price Performance Following Earnings Release 1.6% 3.9% 0.1% (1.3%) (2.1%) (1.3%) (5.7%) 3Q 2022FY 4Q 2022FY 1Q 2023FY 2Q 2023FY 3Q 2023FY 4Q 2023FY 1Q 2024FY 27-Jan-22 26-May-22 27-Jul-22 27-Oct-22 24-Jan-23 23-May-23 26-Jul-23 Negative Performance Positive Performance 14 ____________________ Source: Company filings and Factset as of October 19, 2023. (1) Peers includes ANIP, AMPH, AMRX, GLEN, AURO, APN and Hikma.


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Discussion of Financial Plan


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Turtle Financial Summary – Net Revenue U.S. & Canada U.S. Net Revenue CAGR: CAGR: $482 ’21A – ‘24E ’24E – ‘28E CAGR: (11.3%) NM $395 ’28E – ‘34E $382 $376 $368 NM NM $326 $337 $14 3.4% $5 $6 $313 $5 $40 $53 $289 $2 $93 $103 21.5% 9.0% $1 $3 $3 $73 $84 $76 $66 (9.4%) 2.8% $336 $309 $278 $279 $250 $234 $251 $222 • Generics represent 76.7% in FY 24E and 70.6% in FY 28E of US Net Revenue • OTC represent 22.2% in FY 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2034E 24E and 26.0% in FY 28E of Generic OTC Animal Health(1) Other(2) US Net Revenue • FY 2024 budgeted growth in Generic revenue represents ~10% growth across the existing portfolio, coupled with new product launches. However, sales growth in existing portfolio is offset in FY 2025, declining by ~11% which is partially offset by commercialization of select pipeline products Canada Net Revenue CAGR: CAGR: $202 ’21A – ‘24E ’24E – ‘28E $180 $183 $172 CAGR: ’28E – ‘34E 0.9% (4.0%) $154 $22 $22 $140 $17 1.6% $130 $132 $15 $113 $26 $26 $22 $25 9.1% 9.1% $156 $158 $161 $139 $110 $114 $103 $87 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2034E • FY 2025 growth in Owned revenue represents strong growth across through Turtle Owned Turtle Distr. FY 2026E driven due to new product launches and commercialization of _______________________ select pipeline products, supported by stable existing product sales • FY 2025 Distributed revenue represents meaningful decline in Bupropion 15 Source: Turtle management financial model shared on October 10, 2023. Note: US Dollars in millions. Turtle fiscal year-end March 31. (~$5mm) revenue as well as modest declines across the distributed portfolio (1) Animal Health revenue of $1.9mm in FY 26, 5.1mm in FY 27 and $13.5mm in FY 28. which is expected to recover in FY 2026 onwards (2) Other includes Keveyis revenue of $4.9mm in FY 21, $6.3mm in FY 22, $1.3mm in FY 23, $3.4mm in FY 24 and $3.4mm in FY 25.


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Turtle Financial Summary – Net Revenue (Cont’d) Alchemee & Israel Alchemee Net Revenue CAGR: CAGR: Alchemee Acquisition in ’21A – ‘24E ’24E – ‘28E February 2022 $155 CAGR: • Includes 1 month of $123 $128 ’28E – ‘34E Alchemee in 2022A and $119 NM 10.0% full year contribution in $110 $9 3.3% $102 $8 $9 $99 $16 NM 1.8% 2023A $7 $16 $6 $15 $2 $15 $15 $21 NM 6.2% $96 $99 $102 $81 $88 $77 • $9 Alchemee FY 24E budget $2 figures were adjusted for $7 recent performance 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2034E • Alchemee North America CAGR of 6.2% underpinned by (1) North America Japan ROW $13.0mm pipeline by FY 28E Israel Net Revenue CAGR: CAGR: $111 ’21A – ‘24E ’24E – ‘28E CAGR: ’28E – ‘34E $83 $78 4.9% $73 20.3% 7.7% $66 $23 $62 $21 $54 $55 $53 $19 $18 $17 $10 $10 $11 0.3% 7.7% $57 $61 $48 $53 $45 $45 $42 $45 • Israel CAGR of 7.7% driven by 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2034E $12.4mm of pipeline revenue by FY 28E (2) (2) Israel Sales ROW Sales • Israel rest of world sales growth in FY 24E of $5.6mm driven by _______________________ Source: Turtle management financial model shared on October 10, 2023. Exalenz USA (~$5.2mm of the 16 Note: US Dollars in millions. Turtle fiscal year-end March 31. Includes 1 month of Alchemee in 2022A and full year contribution in 2023A. growth) (1) Pipeline expected to contribute to North America. (2) Pipeline expected to contribute to Israel and ROW.


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Turtle Expense Detail Summary Cost of Goods Sold 46% 48% 53% 53% 52% 53% 53% 53% 53% $499 $415 $67 $368 $398 $55 CAGR: $10 $335 $337 $55 ’28E – ‘34E $305 $55 $8 $268 $55 $55 $7 3.1% $252 $50 $7 $37 $6 $6 $54 $1 $423 $4 $352 $8 $274 $276 $307 $336 $227 $254 $191 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2034E (1) Product Costs Royalties All Others % of Net Revenue Commentary Cost of Goods Sold (“COGS”) consists of direct production costs (primarily materials and labor), royalties and any allocated costs not associated with a specific product. Product costs are the primary driver of COGS. Other COGS relates primarily to allocation of overheads and absorption variances Gross Margin expected to increase by ~60bps over the projection period (from FY 24E of 46.8%) Blended gross margin profile of 46.8%, 47.4% and 47.4% in FY 24E / FY 28E / FY 34E is a function of regional mix and product mix within each specific region U.S.: gross margin profile of 51.7%, 49.2% and 49.2% in FY 24E / FY 28E / FY 34E COGS tends to be higher for OTC products vs. Generics products (gross margin of ~40% for OTC vs. ~60% for generics in the U.S.) Canada: gross margin profile of 34.7%, 36.8% and 36.8% in FY 24E / FY 28E / FY 34E COGS tends to be higher for Turtle Owned vs. Turtle Distributed Israel: gross margin profile of 23.8%, 28.4% and 28.4% in FY 24E / FY 28E / FY 34E COGS tends to be higher for RoW sales (~65%) vs. Israel sales (~40%) Alchemee: gross margin profile of 61.3%, 69.3% and 69.3% in FY 24E / FY 28E / FY 34E COGS tends to be ~200bps higher for Japan than North America, Rest of World or Pipeline _______________________ 17 Source: Turtle management financial model shared on October 10, 2023. 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) Includes inventory provision, inventory standard cost change, unabsorbed overhead, freight-in, materials usage variance, intangible amortization, inventory valuation adjustments and other.


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Turtle Expense Detail Summary (Cont’d) Operating Expenses (G&A, S&M, R&D) 44% 47% 46% 43% 41% 40% 41% $389 $312 $318 CAGR: $293 $297 $304 ’28E – ‘34E $98 $251 $76 $77 $79 $52 $73 $74 3.4% $151 $168 $161 $119 $121 $125 $129 $133 $55 $113 $60 $57 $39 $131 $85 $102 $101 $103 $105 $107 $53 $57 2021A 2022A 2023A 2024E 2025E 2026E 2027E 2028E 2034E General and Administrative Sales and Marketing Research and Development % of Net Revenue Commentary Historical financials are presented on an as reported basis; Alchemee was acquired in February, 2022 and its financials are only included since acquisition (1) General & Administrative (“G&A”) costs, particularly personnel and occupancy / equipment, significantly increased in FY 23A from integration and first full year of Alchemee costs Sales & Marketing (“S&M”) costs are primarily driven by Turtle’s dedicated salesforce (1) and reflects higher spending related to Alchemee in FY 23A and onwards Research & Development (“R&D”) costs were relatively deflated in FY 21A – FY 23A due to pausing / cancellation of clinical studies during the COVID-19 pandemic but are expected to normalize in the near-term as projects are continued and / or initiated (2) Primarily all expenses projected to increase at ~2.0% per annum, with exception to freight (% of sales), professional fees (1.0% growth) and travel & expenses (flat) Summary: General and Administrative (“G&A”): 16.2%, 13.5% and 13.8% of net revenue in FY 24E / FY 28E / FY 34E, respectively Sales and Marketing (“S&M”): 18.8%, 16.8% and 16.9% of net revenue in FY 24E / FY 28E / FY 34E, respectively Research and Development (“R&D”): 11.6%, 10.0% and 10.3% of net revenue in FY 24E / FY 28E / FY 34E, respectively _______________________ 18 Source: Turtle management financial model shared on October 10, 2023. 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) In the U.S., Israel and Canada, Turtle sales are primarily generated by dedicated sales force and in other countries they sell through agents and other distributors. (2) Turtle estimates that research and development expenses were allocated 70% to generic pharmaceuticals, 20% to proprietary pharmaceuticals and delivery systems and 10% to organic and steroid chemistry for the year ended March 31, 2023.


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Turtle Side-by-Side Key Peers


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Turtle Side-by-Side Key Peers Turtle Side-by-Side Key Peers ×€ Revenue Mix Based on latest Fiscal Year Turtle North 2%—89% 11% 57% 45% 13% 98% 25% 100%—America 43% RoW 11% 43% 55% 55% 87% 2% 75% — 75% (Breakdown not 87% available) Geography 98% 100% 89% 57% 45% 25% 13% — — -3% 8% Other 70% 17% 27% 16% 72% 97% API #DIV/0! 65% 18% Alchemee 28% 13% AvKARE Rare Disease 13% API & FDF 46% OTC Injectables 12% 17% 13% 27% 85% 28% 3% #DIV/0! 12% Brands Generics, Specialty Branded and OTC 85% Business API (Breakdown 17% — 97% - #DIV/0! 13% 18% Segments not available) Finished 27% Products 70% Branded 72% 66% Generics & 65% — Commercial - - #DIV/0! Generics 8% -Branded Generics Pharma 27% Generics 16% Formulations—19 ________________________________________ Source: Turtle management financial model shared on October 10, 2023, Company filings, Peers’ filings and Factset as of October 19, 2023.


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Turtle Side-by-Side Key Peers Calendarized Financials Turtle Side-by-Side Key Peers ×€ Historical and Projected Benchmarking Net Revenue Growth Gross Margin Adj. EBITDA Margin % YoY % Net Revenue % Net Revenue 46% 32% 43% 36% 65% 65% 35% 64% 64% 64% 56% 54% 56% 25% 22% 28% 27% 23% 53% 34% 28% 26% 50% 23% (2) 23% 28% 52% 51% 48% 23% 8% 47% 47% 6% 8% 5% 40% 40% 19% 4% 19% 2% 37% 35% 16% 18% 8% 1% (3%) 3% 32% 13% 1% (4%) (3%) 9% (12%) (8%) 6% 7% 2020CY A 2021CY A 2022CY A 2023CY E 2024CY E 2020CY A 2021CY A 2022CY A 2023CY E 2024CY E 2020CY A 2021CY A 2022CY A 2023CY E 2024CY E Net Revenue Gross Profit Adj. EBITDA $mm $mm $mm $3,582 $806 $1,934 $2,023 $783 $3,350 $1,927 $708 $3,213 $3,262 $727 $1,821 $694 $3,079 $1,704 $567 $2,479 $535 $512 $2,212 $2,242 $488 $1,993 $2,094 $1,148 $456 $1,042 $1,037 $1,028 $968 $573 $570 $615 $640 $558 $322 $294 $288 $304 $194 (2) $274 $159 $75 $124 $140 $453 $480 $290 $308 $316 $178 $51 $56 $38 $43 $208 $216 $121 $116 $32 2020CY A 2021CY A 2022CY A 2023CY E 2024CY E 2020CY A 2021CY A 2022CY A 2023CY E 2024CY E 2020CY A 2021CY A 2022CY A 2023CY E 2024CY E (1) Peers includes ANIP, AMPH, AMRX, GLEN, Peers Min/Max Median of Peers Turtle AURO, APN and Hikma ____________________ 20 Source: Turtle management financial model shared on October 10, 2023, Company filings, Company Investor Presentation and website, Peers’ filings and Factset as of October 19, 2023. Note: FY ends 31-Mar. $ in USD unless otherwise noted. Financials calendarized for peers with fiscal years not ending on December 31st. For AURO and Glenmark, financial figures converted from INR to USD at EOP FX of 0.0153, 0.0144, 0.0132, 0.0137, 0.0132 and 0.0122 for FY18, FY19, FY20, FY21, FY22 and FY23, respectively. For Aspen, financial figures converted from ZAR to USD at EOP FX of 0.0730, 0.0709, 0.0576, 0.0700, 0.0610 and 0.0588 for FY18, FY19, FY20, FY21, FY22 and FY23, respectively. (1) For relative metrics, considers the median of peers’ respective relative metrics.


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Turtle Side-by-Side Key Peers Calendarized Financials Turtle Side-by-Side Key Peers ×€ Historical and Projected Benchmarking (Cont’d) R&D % Net Revenue SG&A % Net Revenue CapEx % Net Revenue % Net Revenue(2) % Net Revenue % Net Revenue 33% 45% 19% 39% 39% 37% 35% 35% 31% 15% 31% 14% 12% 12% 10% 10% 19% 9% 11% 20% 27% 25% 11% 11% 11% 16% 19% 7% 7% 20% 8% 8% 8% 8% 8% 8% 17% 16% 7% 5% 6% 14% 14% 13% 6% 5% 6% 5% 5% 3% 5% 2% 4% 5% 4% 3% 3% 2% 2% 1% 2020CY A 2021CY A 2022CY A 2023CY E 2024CY E 2020CY A 2021CY A 2022CY A 2023CY E 2024CY E 2020CY A 2021CY A 2022CY A 2023CY E 2024CY E R&D SG&A CapEx $mm(2) $mm $mm $813 $208 $332 $337 $187 $196 $192 $179 $627 $268 $158 $155 $600 $157 $150 $149 $580 $240 $532 $505 $497 $208 $400 $366 $327 $110 $105 $74 $60 $68 $222 $88 $84 $81 $215 $56 $53 $177 $108 $45 $92 $34 $30 $149 $24 $16 $29 $30 $141 $22 $16 $11 $65 $69 $67 $20 $16 $10 $4 $13 2020CY A 2021CY A 2022CY A 2023CY E 2024CY E 2020CY A 2021CY A 2022CY A 2023CY E 2024CY E 2020CY A 2021CY A 2022CY A 2023CY E 2024CY E (1) Peers includes ANIP, AMPH, AMRX, GLEN, ____________________ Peers Min/Max Median of Peers Turtle AURO, APN and Hikma Source: Turtle management financial model shared on October 10, 2023, Company filings, Company Investor Presentation and website, Peers’ filings and Factset as of October 19, 2023. 21 Note: FY ends 31-Mar. $ in USD unless otherwise noted. Financials calendarized for peers with fiscal years not ending on December 31st. For AURO and Glenmark, financial figures converted from I 32 and 0.0122 for FY18, FY19, FY20, FY21, FY22 and FY23, respectively. For Aspen, financial figures converted from ZAR to USD at EOP FX of 0.0730, 0.0709, 0.0576, 0.0700, 0.0610 and 0.0588 for FY18, FY19, FY20, FY21, FY22 and FY23, respectively. (1) For relative metrics, considers the median of peers’ respective relative metrics. (2) Peers excludes Aspen due to lack of disclosure of R&D spend.


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Turtle Side-by-Side Key Peers Calendarized Financials Net Revenue & Revenue Growth CY 2022 $570 $316 $499 $2,212 $1,626 $2,517 $3,079 $2,304 46% 14% 2% 6% 1% Median: 1% (1%) (4%) (8%) Turtle CY 2023 $615 $453 $645 $2,378 $1,685 $2,812 $3,262 $2,242 43% 29% 8% 8% 12% 4% Median: 8% 6% (3%) Turtle CY 2024 $640 $480 $786 $2,521 $1,825 $2,896 $3,582 $2,479 22% 11% 4% 6% 6% 8% 3% 10% Median: 8% Turtle 22 Net Revenue Growth (% YoY) Net Revenue ($mm) ________________________________________ Source: Turtle management financial model shared on October 10, 2023, Company filings, Peers’ filings and Factset as of October 19, 2023. Note: $ in USD unless otherwise noted. Financials calendarized for peers with fiscal years not ending on December 31st.


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Turtle Side-by-Side Key Peers Calendarized Financials Gross Profit & Gross Margin CY 2022 $274 $178 $249 $785 $1,037 $1,265 $1,704 $1,086 64% 56% 48% 50% Median: 50% 50% 55% 47% 35% Turtle CY 2023 $288 $290 $351 $942 $1,084 $1,408 $1,821 $1,028 64% 64% 54% Median: 54% 50% 47% 56% 46% 40% Turtle CY 2024 $304 $308 $453 $1,012 $1,155 $1,452 $2,023 $1,148 64% 63% 58% Median: 56% 47% 50% 56% 46% 40% Turtle 23 Gross Margin (%) Gross Profit ($mm) ________________________________________ Source: Turtle management financial model shared on October 10, 2023, Company filings, Peers’ filings and Factset as of October 19, 2023. Note: $ in USD unless otherwise noted. Financials calendarized for peers with fiscal years not ending on December 31st.


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Turtle Side-by-Side Key Peers Calendarized Financials Adj. EBITDA & Adj. EBITDA Margin CY 2022 $75 $56 $133 $514 $284 $694 $488 $635 Median: 23% 27% 28% 28% 23% 18% 17% 13% 16% Turtle CY 2023 $38 $124 $225 $535 $310 $783 $578 $586 35% Median: 26% 27% 28% 26% 22% 18% 18% 6% Turtle CY 2024 $43 $140 $284 $567 $346 $806 $693 $664 36% Median: 27% 29% 28% 27% 23% 19% 19% 7% Turtle 24 EBITDA Margin (%) EBITDA ($mm) ________________________________________ Source: Turtle management financial model shared on October 10, 2023, Company filings, Peers’ filings and Factset as of October 19, 2023. Note: $ in USD unless otherwise noted. Financials calendarized for peers with fiscal years not ending on December 31st.


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Turtle Side-by-Side Key Peers Calendarized Financials R&D & R&D % Net Revenue CY 2022 $53 $22 $75 $196 $156 $144 $181 15% Median: 8% 9% 7% 9% 10% 6% 6% (Not disclosed) Turtle CY 2023 $68 $29 $76 $167 $144 $153 $192 11% 12% Median: 7% 9% 6% 7% 6% 5% (Projection not available) Turtle CY 2024 $74 $30 $83 $179 $150 $160 $176 12% 11% Median: 7% 8% 6% 7% 6% 5% (Projection not available) Turtle 25 R&D (% Net Revenue) R&D ($mm) ________________________________________ Source: Turtle management financial model shared on October 10, 2023, Company filings, Peers’ filings and Factset as of October 19, 2023. Note: $ in USD unless otherwise noted. Financials calendarized for peers with fiscal years not ending on December 31st.


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Turtle Side-by-Side Key Peers Calendarized Financials SG&A & SG&A % Net Revenue CY 2022 $177 $124 $67 $400 $335 $509 $435 $532 39% 31% Median: 20% 21% 20% 23% 18% 13% 14% Turtle CY 2023 $215 $141 $0 $392 $627 $618 35% 31% Median: 27% 37% 22% 17% (Projection not (Projection not (Projection not available) available) available) Turtle CY 2024 $222 $149 $0 $414 $813 $579 45% 35% 31% Median: 25% 20% 16% (Projection not (Projection not (Projection not available) available) available) Turtle 26 SG&A (% Net Revenue) SG&A ($mm) ________________________________________ Source: Turtle management financial model shared on October 10, 2023, Company filings, Peers’ filings and Factset as of October 19, 2023. Note: $ in USD unless otherwise noted. Financials calendarized for peers with fiscal years not ending on December 31st.


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Turtle Side-by-Side Key Peers Calendarized Financials CapEx & CapEx % Net Revenue CY 2022 $16 $16 $24 $88 $82 $225 $337 $148 11% 9% Median: 5% 6% 5% 5% 5% 4% 3% Turtle CY 2023 $45 $10 $35 $55 $84 $173 $268 $153 Median: 5% 8% 7% 7% 5% 6% 5% 2% 2% Turtle CY 2024 $30 $4 $25 $57 $81 $182 $208 $138 5% Median: 4% 6% 6% 6% 4% 3% 1% 2% Turtle 27 CapEx (% Net Revenue) CapEx ($mm) ________________________________________ Source: Turtle management financial model shared on October 10, 2023, Company filings, Peers’ filings and Factset as of October 19, 2023. Note: $ in USD unless otherwise noted. Financials calendarized for peers with fiscal years not ending on December 31st.


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Alternate Scenario


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Per Special Committee guidance Turtle Financial Summary Alternate 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: Turtle management financial model shared on October 10, 2023. 28 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).


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Per Special Committee guidance Preliminary Discounted Cash Flow Financial Analysis Alternate 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% 11.00% $181 $145 $160 $177 $326 $341 $358 12.00% 171 + 122 134 147 = 294 305 319 13.00% 162 104 113 124 266 275 286 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 Net Cash (3) Rate (1.00%) 0.00% 1.00% (1.00%) 0.00% 1.00% (1.00%) 0.00% 1.00% 11.00% $1,155 $1,481 $1,496 $1,513 $39.40 $39.80 $40.25 5.0x 5.5x 6.1x 12.00% 1,155 = 1,448 1,460 1,474 38.55 38.85 39.20 4.6 5.1 5.6 13.00% 1,155 1,421 1,430 1,441 37.80 38.05 38.35 4.3 4.7 5.1 _______________________ Source: Turtle management financial model shared on October 10, 2023. 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 as detailed on page 28. 29 (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.