ALLERGAN TO ACQUIRE ZELTIQ FOR $2.47B BEST-IN-CLASS COMPANY IN FAST GROWING BODY CONTOURING SEGMENT
ALLERGAN CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Statements contained in this presentation that refer to future events or other non-historical facts, including with respect to Allergan s acquisition of Zeltiq are forward-looking statements that reflect Allergan's current perspective of existing trends and information as of the date of this release. Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements. Actual results may differ materially from Allergan's current expectations depending upon a number of factors affecting Allergan's business. These factors include, among others, the difficulty of predicting future clinical results based on prior clinical results; the timing or outcome of FDA approvals or actions, if any; successful integration of the acquisition and the ability to realize the anticipate synergies and benefits of the Zeltiq acquisition; the impact of competitive products and pricing; market acceptance of and continued demand for Allergan's and Zeltiq s products; difficulties or delays in manufacturing; the ability of Allergan to complete the acquisition of Zeltiq; and other risks and uncertainties detailed in Allergan's periodic public filings with the Securities and Exchange Commission, including but not limited to Allergan's Annual Report on Form 10-K for the year ended December 31, 2015 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (certain of such periodic public filings having been filed under the "Actavis plc" name). Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements. 2
Plastics/ Regenerative Facial Aesthetics Body Contouring ALLERGAN ACQUIRES SLIDER: BEST-IN-CLASS IN 3 FAST GROWING AESTHETIC PILLARS Leading In: Facial Aesthetics Plastics & Regenerative Medicine AND NOW Body Contouring 3
THE STRATEGIC RATIONALE Strong complementary, strategic fit Allergan to acquire Zetliq and its flagship CoolSculpting system for $2.475B or $56.50 per share Attractive cash pay model Strong international expansion opportunity Immediately accretive Immediately accretive all cash transaction with minimal impact to AGN 2017 guidance given close estimated in the second half of 2017 2016 net revenues ~$354MM with growth potential of 17 20% in 2017 Gross margin ~70% Allergan ownership advantage Leverage and extend Allergan aesthetics platform Expands existing customer service and customer loyalty programs to new offering 4
HOW DOES IT WORK? COOLSCULPTING USES CONTROLLED COOLING TO REMOVE FAT CELLS Many of us have stubborn fat despite diet and exercise. CoolSculpting technology uses controlled cooling to target and kill only these fat cells. In the weeks to follow, your body naturally processes the fat and eliminates dead cells. CoolSculpting results are long term,* because treated fat cells are gone for good. *Bernstein EF, Long-term efficacy follow-up on two cryolipolysis case studies: 6 and 9 years post-treatment. Journal of Cosmetic Dermatology. 2016 5
COOLSCULPTING INVOLVES SYSTEMS, APPLICATORS, AND CONSUMABLE CARDS TO ACTIVATE PROCEDURES Systems Applicators Represents ~37% of 2016 revenues Gross margin mid-50% Consumable Cards Represents ~55% of 2016 revenues Expect to be >70% of revenues over time Gross margin at >80% The CoolAdvantage TM Applicator Add-on applicators represented ~8% of 2016 revenues Recently launched, CoolAdvantage, decreases procedure time and increases comfort 6
3 DISTINCT AND COMPLEMENTARY BUSINESSES CONVERGE AT THE CUSTOMER US Non-invasive Body Contouring ~30MM 1 eligible patients 1-2% 2 penetration of eligible population ~12% penetration on accounts 2016 growth 49% Significant expansion potential Largest and fastest growing segment of the aesthetic market ~50% of CoolSculpting patients are new to the practice ~20% of CoolSculpting patients are men ~80% of CoolSculpting accounts are Allergan facial injectable accounts Aesthetic practitioners and Plastic Surgeons US Facial Injectables ~15MM eligible patients ~7% penetrated 2016 growth 20% US Breast implants & Regenerative Medicine ~2.3MM eligible patients 17% penetrated 2016 growth 1.3% 1 and 2 Allergan market research and financial reports, US Demographic data 7
BODY CONTOURING BROADENS OUR AESTHETIC OFFERING FOR THE BODY Eyes U.S. Facial Injectables Upper Face Mid Face & Lower Face Entire Face US Breast implants & Regenerative Medicine U.S. Non-invasive Body Contouring Flank Love Handles Unwanted Lumps & Bumps Abdomen Belly Fat Tummy Inner Thigh Outer Thigh 8
NEXT STEPS Zeltiq shareholder vote required; no Allergan shareholder vote required Deal subject to customary antitrust approval (Hart-Scott-Rodino) Closing expected in the second half of 2017 9
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