Endo Inc

Good morning and welcome to today's conference call to discuss the proposed combination of Mallinckrodt TLC and Endo Inc. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. If at any time during this call you require immediate assistance, please press the 0 for the operator. Please be advised that today's conference is being recorded. A copy of the investor presentation is available on the investor relations pages for both companies' websites. I would now like to hand the conference over to Laurie Park, Senior Vice President, Investor Relations and Corporate Affairs at Endo. Please go ahead. Thank you, Liyue, and welcome everyone.

During this conference call, the participants may make certain forward-looking statements relating to the transaction and the financial condition of both companies, results of operations, plans, objectives, future performance, and businesses. We caution you that actual results could differ materially from those that are indicated in these forward-looking statements due to a variety of factors. Information concerning those factors can be found in the company's filings with the SEC. This call does not constitute an offer to buy or sell the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval. In connection with the potential combination between Malincroft and Endo, Mallinckrodt intends to file with the SEC a registration statement that will include a joint proxy statement of Mallinckrodt and Endo and a prospectus for Mallinckrodt shares. The joint proxy statement, prospectus, and other relevant documents filed by Mallinckrodt and Endo with the SEC will be available free of charge at the respective company's investor relations webpage or at the SEC's website. You should review such materials filed or to be filed with the SEC carefully because they may contain or will contain important information about ENDO, Mallinckrodt, the business combination and related matters, including information about certain of their respective directors, executive officers, and other employees who may be deemed to be participants in the solicitation of proxies in connection with the business combination and about their interest in the solicitation. Now let's turn to slide three. On today's call, you will hear from Mallinckrodt's Chief Executive Officer, Siggy Olofsson, and Chief Financial Officer, Brian Reasons, as well as Scott Hirsch, Endo's interim CEO, and Mark Bradley, Endo's CFO. With that, I will turn the call over to Siggy.

Thanks, Lori. Good morning, everyone. I'm pleased to be here with Scott to announce the combination of our two companies. This is an important and exciting step in the continued execution of the strategies for both Marlin Croth and Endo. Marlin Croth and Endo are both diversified pharmaceutical companies with branded and generic businesses. Together, we will create a global scale, further diversified industry leader with additional capabilities, expertise, and resources to support growth and value creation. On a pro forma basis, we expect to generate 2025 revenue of approximately $3.6 billion and adjusted EBITDA of $1.2 billion with an adjusted EBITDA margin of 34%. There are also meaningful synergy opportunities we expect to achieve at least $150 million of annual pre-tax run rate by year three, and approximately $75 million in the first year. Importantly, the combined company will have a strong balance sheet and ample financial flexibility to invest in innovation, business development, and growth opportunities, both organic and external. On today's call, we will walk through the transaction, our vision for the combined company, and the meaningful benefits we believe it will deliver for both company shareholders and other stakeholders. Additionally, both Malincrot and Endo reported financial results for fourth quarter and full year 2024 this morning. We will take some time on this call to discuss those results before we open the floor to you for questions. Turning to slide five, we'll spend a moment on the portfolios. Our two businesses are highly complementary. On the brand side, we both have durable on-market products and portfolios focused on unmet patient needs, including rare and orphan diseases. Marlin Cross-branded portfolio is led by Achtar DL, Inomax, and Turlevas, We are in the midst of two ongoing launches for the next generation product with our ACTAR Self-Direct device and INOMAX Evolve DS delivery system. Endos branded portfolio includes the leading Siaflex, SuperLin LA, and Avid franchises. On the sterile injectables and generic side, we both have extensive capabilities across the value chain as well as complementary portfolios and capabilities. Mylencrott has a diversified portfolio of high-quality generic drugs and active pharmaceutical ingredients. This has been delivering double-digit growth driven in large part by our ability to consistently and reliably deliver high-quality products. Endo has a broad portfolio of sterile injectables, including approximately 40 on-market hospital-based products and a pipeline of more than 40 projects currently in development. Endo also has over 80 generic products on the market across range of delivery technologies, dosage forms, and formulations. Importantly, both companies are well-established industry players with robust commercial and manufacturing infrastructures. And both of our teams have deep clinical and regulatory expertise to drive approvals of complex drugs and devices together with experience commercializing complex and highly regulated products. Turning to the structure on the transaction on slide six, which we can think about in two steps. The initial step is the transaction we are announcing today, combining Mallinckrodt and Endo. After the close of this transaction, we plan to establish two focused businesses designed to pursue distinct value-maximizing strategies, a leading scaled brands business and a focused sterile injectables and generics business. then for the second step we intend to pursue a separation of the combined injectables and generics business from the broader combined company this separation would enable us to ultimately move forward as a scaled and diversified pure play branded pharmaceutical company with a strong balance sheet and a cash flow profile to invest in growth an enhanced commercial position and an executable growth story, we will be well positioned to create equity multiple expansion. The combined sterile injectables and generics business will also be poised for success with a complementary product portfolio, leading control substances franchise, robust commercial and manufacturing infrastructure, extensive supply chain capabilities, and strong compliance culture. This business is expected to be highly profitable and generate strong free cash flow. Separating it from the combined company would unlock additional value by enabling the consistent return of capital to shareholders. This separation will be subject to approval by the combined company's board of directors and other conditions. Slide 7 outlines the key terms. Under the terms of the agreement, Endo shareholders will receive a total of 80 million in cash, and Endo shareholders will own 49.9% of the combined company on pro forma basis. After cash consideration, Malenkrot shareholders will own 50.1% of the combined company on a pro forma basis, for the implied pro forma enterprise value of $6.7 billion. Mallinckrodt will be the holding company for the combined business and Endo will become a wholly owned subsidiary of Mallinckrodt. At close, I will serve as the president and CEO and as a member of the board of directors of the combined company. Paul Efron, who is currently a member of the Endo board, will serve as the combined company's board chair. The new board is expected to have a total of nine directors, including three additional directors from Mallinckrodt, three additional directors from Endo, and one new external director. We will announce additional leadership team appointments and the names of the other directors prior to closing of the transaction. The transaction has been approved by the boards of both companies and is expected to close in the second half of 2025, subject to approval by shareholders of both companies, regulatory approvals, and customary closing conditions. The combined company will have a strong balance sheet. On a pro forma basis, we expect to have a net leverage of 2.3 times at closing. Malincrot and Endo will finance the transaction with cash in hand and $900 million of committed financing provided to Endo by Goldman Sachs. Following close, Malincrot's headquarters in Dublin, Ireland will serve as the combined company's global headquarters. The location of the combined company's U.S. headquarters, as well as its name, will be announced in due course. I will now turn the call over to Scott to speak more about our combined businesses.