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Market Spotlight: Pharma M&A Download Market Spotlight: Pharma M&A - July 201

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1) VENUE ® Market Spotlight PHARMA M&A July 2015 Edition

2) CONTENTS Welcome 3 Foreword 4 Survey 5 Pharma deals in the room About RR Donnelley VENUE® Market Spotlight: Pharma M&A 9 10

3) WELCOME Dear Valued Reader, Welcome to the July 2015 edition of the Venue Market Spotlight. This month, we are putting deal-making within the pharmaceuticals sector under the microscope. The industry for producing, researching and marketing medicine is one of the biggest markets in existence. According to the IMS Institute for Healthcare Informatics, the global market for pharmaceuticals is expected to hit US$1.1tn in 2015, with signs that this can only increase as developing economies continue to increase their demand. Indeed, according to Business Monitor International, sales of medicine in China are expected to reach US$175.8bn in 2020, compared with just US$66.9bn in 2011. On top of this, rapid developments in the biopharmaceutical sphere are creating new opportunities within the wider pharmaceutical space. According to McKinsey & Company, the market already makes up around 20% of revenues of the global pharmaceutical market, and major pharmaceutical companies are refocusing more of their research and development (R&D) into this space. However, challenges are apparent. Increasingly tough regulations, especially in the US, are challenging drug manufacturers. Expiration of patents is also an issue - according to FiercePharma, US$44bn-worth of patents are set to expire this year, the highest figure since 2012. Moreover, R&D is becoming increasingly costly for companies to do themselves. According to research from the Tufts Center for the Study of Drug Development, the cost of R&D for a new drug was 30% higher in 2013 than it was in 2003. With these challenges and opportunities in mind, respondents to this month’s Spotlight are unanimous in expecting pharma M&A to increase. Whether to grow in new markets or consolidate offerings, the case for growing deal activity in the sector seems quite clear. Best Regards, Tom Juhase President, Financial Services Group RR Donnelley 3

4) FOREWORD Last year, pharmaceutical companies completed more deals and spent more money on M&A than in any year prior and as we enter the second half of 2015, this activity is not expected to slow down any time soon. In H1 2015, US$211.7bn had been spent on pharma deals, compared with US$205.4bn in H1 2014. The pharmaceutical industry executives surveyed are unanimous that this record pace of deal-making will continue. Of those, 36% believe that the expected boost in M&A will be significant. Following a half-year period that has already yielded six deals worth over US$10bn each – one of them worth US$35bn alone – it is not hard to see why. From blue-chip giants to new startups, doing a deal is becoming an increasingly attractive option. For established players, a high-profile mega-merger could consolidate costs as well as bring in new specialties, while picking up cheaper, newer companies is providing many with a clear method for gaining new research and development (R&D) capabilities. For smaller firms, an acquisition could provide a way for these companies to keep their heads above water amidst a hyper-competitive environment. As one of our respondents says, in the industry today, “it’s either buy or be bought.” Other key findings include: • Cardiovascular is expected to be the therapeutic area most sought after by acquisitive companies, chosen by 36% of respondents. An additional 21% chose cancer as their top choice. • Asia-Pacific was chosen by 36% of respondents as the region that will see the largest increase in pharma M&A this year, as industry players look to tap a potentially lucrative market. By contrast, many of the 32% who chose North America as the top pharma M&A growth area saw plays there centered around consolidation and cost-saving. • Nearly three-quarters (72%) expect an increase in the number of divestments for pharma M&A in the next 12 months, as companies look to specialize and respond to shareholder pressure regarding cost-cutting. In many ways, pharma companies are at a crossroads as to whether they should play aggressive and expand, or improve their own operations first. However, on both sides of the fence, M&A is being seen as a key way to navigate through the landscape. VENUE® Market Spotlight: Pharma M&A From blue-chip giants to new startups, doing a deal is becoming an increasingly attractive option.

5) SURVEY What do you think will happen to pharma M&A in the next 12 months? What is/will be the main driver of pharma M&A deals in 2015? Increase significantly 8% Increase somewhat 4% 32% 36% Reducing costs through consolidating, re-domiciling for tax purposes, etc. Upgrading R&D 28% Increasing demand in growth markets 64% Shareholder pressure 28% Pharma executives are unanimous in believing that M&A will increase over the next year, according to our survey. Indeed, more than two-thirds (36%) even see deal-making in the sector increasing significantly, compared with 64% who predict it will increase somewhat. Other Reducing costs (32%), upgrading R&D and increasing demand in growth markets (both 28%) are the leading deal drivers for pharma in 2015, according to respondents, while shareholder pressure was chosen as the leading driver by just 8%. The common goals of pharma players will lead to this significant increase in deal-making, according to one director of finance. “The interest of development is mutual within pharma companies and to achieve the desired goal of innovation in their business, they will seek strategic partnerships with businesses that share the same understanding and this will contribute to an increase in M&A activity,” he says. Consolidation is a key motivator for M&A as companies look to rationalize their offerings. “Businesses are looking at consolidating their product offerings with other businesses and are considering the idea of capturing a larger patient base that suffer from common diseases which can be treated,” says one VP of strategy. “This can help to control and reduce costs which continue to impact the balance sheets of businesses.” For one corporate strategy director, consolidation in pharma will also drive activity. “Currently, the pharma industry exhibits a ‘buy or be bought’ mentality,” he says. “The sector is moving at a rapid pace and the FDA is offering approvals to drugs, yet only after stringent checks. This leaves small players with no other option than divesting or forming a partnership with another pharma business. Consolidation will happen at the mid-level and small level as these firms will be most affected and are a majority.” Figures also back this assessment up, with pharma deal-making at US$211.7bn for the first half of 2015, compared with US$205.4bn for H1 2014. Improving R&D through M&A is also seen as common a way of improving companies’ in-house capabilities. “R&D is an important process in the pharma industry and helps businesses gain recognition and growth at the same time based on product offerings,” says one finance director. “However, the initial investment, time and most importantly the regulatory affairs are very stringent, which seems to be very challenging and not within every business’s reach, so companies chose the M&A route to acquire and update R&D facilities.”Demographic changes around the world are also reshaping pharma’s acquisition strategies. 5

6) SURVEY (CONTINUED) Which geography will see the biggest increase in pharma M&A in the coming year? 8% Which therapeutic area will be most sought after by acquisitive companies? Asia-Pacific 4% North America 12% 36% Latin America 4% 4% Cardiovascular Cancer 8% Respiratory 38% Europe Africa 12% 8% Central Nervous System Gastrointestinal Immune System 13% Musculoskeletal Other 32% 21% Respondents’ answers regarding which region will see the biggest increase in pharma M&A in the coming year are a bit scattered with 36% saying that the Asia-Pacific (APAC) region will be the most popular followed closely by North America (32%). Cardiovascular was pinpointed by 38% of respondents as the therapeutic area that will be most sought after by pharma companies, the highest percentage returned. The second most popular choice was cancer, seen by 21% as the area that will see the most activity. Alongside the opportunity to target a growing demographic, changes to the business environment are attracting pharma companies to APAC. “First, the demand in APAC is significant because of the vast population and people in APAC countries who are earning big now, and who are able to afford high cost treatments,” says a corporate director of strategy. “Second, the change in regulatory affairs in APAC which has become investment friendly and foreign firms are given many relaxations for their investments. Third there is significant capital available in APAC for M&A.” The increasing number of people as well as the commonness of heart conditions makes cardiovascular a key area for investment, says one corporate strategy director. “Cardiovascular treatments are expensive and with the growing population, the amount of patients suffering from heart conditions has increased which makes investment productive as more patients would result to more revenue. The cardiovascular section goes through innovation and creates new products which help in monitoring and assessment of the health condition and buying such a business, even small, can fetch a better value as the need is universal.” By contrast, deal-making in North America is growing in terms of pharma M&A as companies look to ease the burdens they are under. “North American businesses are under pressure because of high R&D costs, regulatory issues and expirations,” says a director of corporate development. “For them, M&A is being seen as the best alternative to develop business capabilities that are essential to compete and be profitable.” VENUE® Market Spotlight: Pharma M&A Investing in cancer therapies can also provide pharma companies with a long-term and diverse acquisition. “Cancer has a long lifespan, and requires a range of therapies which involve costs that can benefit the acquisitive company based on the revenue generated,” says one VP of global strategy and development. “In addition, there are different types of cancer on which constant innovation is required to meet the demand which makes this healthcare division a good catch.”

7) What do you think will happen with regard to pharma divestments in the next 12 months? 4% What will be the average deal size for pharma M&A? Increase somewhat Remain the same 24% Under US$500m 24% US$501m-US$2bn Decrease somewhat US$2bn-US$10bn 44% 72% 32% The overwhelming majority of respondents believe that divestments will increase over the next year, with 72% saying they will increase by a certain degree. Just under a quarter (24%) think the level of selling will stay the same, while just 4% think they will decrease. In terms of deal size, the pharma industry should have a wide range of values according to respondents. Forty-four percent see most deals being less than US$500m, while 32% and 24% expect deals to be between US$501m-US$2bn and US$2bnUS$10bn respectively. Competition and shareholder determination could drive this increase, according to one VP of corporate development. “Divestments could increase as pharma businesses will be forced to focus on core business improvements due to the growing competition in the sector across the globe and increasing demand in few regions,” she says. “Shareholder pressures for return are likely to drive divestment decisions as businesses will try to keep away from activism activities that display negativity about their firm.” Industry uncertainty means pharma players won’t commit excessive levels of capital, so they will focus on smaller investments, says one strategy director. “Businesses will focus on minor investments as healthcare trends and regulations continue to change without notice, putting big investments at risk and a cautious approach will be used by majority participants,” he says. “Also it is the small and medium sized companies that are actively pursuing M&A to overcome the R&D challenges and capital issues.” PHARMA DIVESTMENTS SET TO INCREASE By contrast, some respondents feel that the favorable funding environment may mean that bigger deals become more popular. “Deals are likely to be in the range of US$2bnUS$10bn as interest rates are low and the credit supply for leveraged buyouts has gotten better over the last few months,” says an M&A director. “This will be a good opportunity for dealmakers and investors who are looking for big market consolidation by taking targets with high value.” 7


9) Pharma deals in the room Venue® data room: A special report CVS Pharmacy, Inc. acquires Target Corporation’s pharmacy and clinic businesses June 15, 2015 Target: Target Corporation (pharmacy and clinic business) Financial Advisor for Buyer: Barclays Counsel for Buyer: Dechert LLP; Fried Frank Harris Shriver & Jacobson LLP; Simpson Thacher & Bartlett LLP Financial Advisor for Seller: Goldman Sachs Counsel for Target: Dorsey & Whitney LLP; Faegre Baker Daniels LLP; Wachtell, Lipton, Rosen & Katz Industry: Consumer: Retail; Chemists/ health Actavis plc acquires Allergan, Inc. November 17, 2014 Zeta Acquisition Corp. III (Zeta), acquires Kura Oncology, Inc. March 6, 2015 Target: Kura Oncology, Inc. Counsel for Target: Cooley LLP Counsel for Buyer: Richardson Patel LLP Private Equity Firm for Seller: ARCH Venture Partners; Ecor1 Capital, LLC; Tavistock Life Sciences; Nextech Invest Ltd. Acadia Healthcare Company acquires CRC Health Group October 29, 2014 Target: CRC Health Group, Inc. Counsel for Target: Latham & Watkins LLP; Matheson; Richards Layton & Finger, P.A.; Wachtell, Lipton, Rosen & Katz Counsel for Target: Ropes & Gray LLP Counsel for Buyer: Cleary Gottlieb Steen & Hamilton LLP; Cravath, Swaine & Moore LLP; Weil Gotshal & Manges LLP Industry: Medical: Pharmaceuticals; Drug development; Drug manufacture; Drug supply Kroger acquires Vitacost.com July 2, 2014 Financial Advisor for Target: Jefferies LLC Counsel for Target: Skadden Arps Slate Meagher & Flom LLP; White & Case LLP; Wilson Sonsini Goodrich & Rosati P.C. Counsel for Buyer: Weil Gotshal & Manges LLP Industry: Medical: Pharmaceuticals: Drug Supply For more information: Please contact your RR Donnelley Sales Rep. Call 1.888.773.8379 January 26, 2015 Industry: Financial Services; Medical; Services (other); Business support services; Health institutions; Insurance related Industry: Medical: Pharmaceuticals; Drug development Financial Advisor for Target: Bank of America Merrill Lynch; Goldman Sachs Financial Advisor for Buyer: JP Morgan Cigna Corporation acquires QualCare Alliance Networks, Inc. Financial Advisor for Target: Citi Financial Advisor for Buyer: Jefferies LLC ; UBS Investment Bank Counsel for Buyer: Cleary Gottlieb Steen & Hamilton LLP Private Equity Firm for Seller: Bain Capital, LLC Industry: Medical; Health institutions Prestige Brands acquires Insight Pharmaceuticals April 25, 2014 Target: Insight Pharmaceuticals Corporation Financial Advisor for Buyer: Sawaya Segalas & Co., LLC Private Equity for Seller: Teachers Private Capital; Swander Pace Capital LLC Counsel for Seller: Kirkland & Ellis LLP Industry: Medical: Pharmaceuticals; Drug manufacture; Drug supply Or visit www.venue.rrd.com Venue demo (audio enabled): http://www.rrdonnelley.com/venue/ Resources/ProductDemo.asp Corporate Headquarters 35 West Wacker Drive Chicago, IL 60601 U.S.A. Actavis acquires Durata Therapeutics October 6, 2014 Financial Advisor for Target: Bank of America Merrill Lynch Counsel for Target: WilmerHale Counsel for Buyer: Debevoise & Plimpton LLP Industry: Medical: Pharmaceuticals; Drug development; Drug manufacture; Drug supply KKR acquires National Vision February 7, 2014 Target: National Vision Counsel for Seller: Weil Gotshal & Manges LLP Financial Advisor for Seller: Barclays; Wells Fargo Securities LLC Counsel for Buyer: Simpson Thacher & Bartlett LLP Private Equity Buyer: Kohlberg Kravis Roberts & Co. L.P. Private Equity Seller: Berkshire Partners LLC Industry: Consumer: Retail; Chemists/ health; Other retailing of consumer products and services Deals. Done. Simple. 888.773.8379 www.rrdonnelley.com www.venue.rrd.com Copyright © 2015 R. R. Donnelley & Sons Company. All rights reserved.

10) ABOUT RR DONNELLEY RR Donnelley is a global provider of integrated communications. Our company works collaboratively with more than 60,000 customers worldwide to develop custom communications solutions that help to drive top-line growth, reduce costs, enhance ROI and ensure compliance. Drawing on a range of proprietary and commercially available digital and conventional technologies deployed across four continents, the company employs a suite of leading Internet based capabilities and other resources to provide premedia, printing, logistics and business process outsourcing services to clients in virtually every private and public sector. RR DONNELLEY AT A GLANCE $11.6 billion 2014 net sales 65,000+ 500+ Employees Global locations Venue® is a secure online workspace with a powerful feature-set and an intuitive design that allow you to easily organize, manage, share and track all of your sensitive information. Venue® data rooms provide complete control, ensuring that you can manage who has access to your data room, which documents they see, and how they can interact with those documents. Venue data rooms are backed by RR Donnelley, a $11.6 billion corporation with more than 500 locations and over 65,000 employees worldwide. RR Donnelley’s total revenues are larger than all other virtual data room providers combined. We bring extensive experience to providing integrated communications services. For more information regarding Venue®, RR Donnelley, or this report, please contact us directly. Daniel Perez | Sr. Marketing Manager, Venue Data Room  RR Donnelley | Financial Services Group | financial.rrd.com 255 Greenwich St. | New York, NY 10007 | Phone: 888.773.8379  Fax: 212.341.7475 |venuecommunications@rrdvenue.com VENUE® Market Spotlight: Pharma M&A Corporate Breakups Canadian Deal-making Outlook Manufacturing locations 750+ About Venue® Nearly 125 Issued and pending patents Nearly $2 billion Capital investments over the past six years

11) VENUE DATA ROOM ® The World’s Workspace Venue is the fast-growing virtual data room solution of RR Donnelley, the leader in integrated communications services. Our Venue virtual data room provides a secure online workspace with a powerful feature-set and an intuitive design that allow you to easily organize, manage, share and track all of your sensitive information. A Venue workspace provides complete control, ensuring that you can manage who has access to your data room, which documents they see, and how they can interact with those documents. We serve hundreds of thousands of Venue users, who are accessing content related to the highest profile deals in the market. With a Venue data room you have access to the RR Donnelley global footprint, where you can leverage our suite of financial services— everything you need from pre-negotiation to post-transaction filing and archiving— anytime, anywhere. powerful, intuitive features that deliver what you need right now. Best-in-class security: Trust your information to our industry-leading security: AT 101 compliant, redundant, third-party-tested platform, exclusive protection features and maximum precautions for all interactions. Unmatched room service: We give you hands-on, startto-finish service that’s unique to the industry. The Venue team delivers local service no matter where you are thanks to in-house staff at hundreds of locations around the globe. Mobile : Venue mobile allows you to manage your documents and users no matter where you are, in a variety of different languages. Whether you are rushing to a meeting —or in the midst of travel— access your Venue data room in a familiar and easy-to-use interface from any IOS device. User activity reports: Track exactly who is —or isn’t— accessing the files of your data room with instant, realtime reports. The Venue Executive Suite: Leverage the enhanced functionality of the intuitive Venue interface to deliver even more control over and access to your multiple Venue data room projects from the executive level dashboard. One-click translations: Continue to leverage the RR Donnelley global footprint to help you do business anywhere in the world, easily and securely, with our translations services. Our linguists translate documents within a Venue data room in over 140 languages—with a simple click. Google search: Secure, full-text search, powered by Google. For more information please visit www.venue.rrd.com. 888.773.8379 www.rrdonnelley.com www.venue.rrd.com Copyright © 2015 R. R. Donnelley & Sons Company. All rights reserved. 11

12) VENUE® Market Spotlight: Pharma M&A