UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
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| x | Soliciting Material Pursuant to 240.14a-12 | |
Horizon Pharma, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Filed under Rule 14a-12
of the Securities Exchange Act of 1934
Filing by: Horizon Pharma, Inc.
Subject Company: Horizon Pharma, Inc.
SEC File No. of Horizon Pharma, Inc.: 001-35238
This Schedule 14A filing consists of a presentation that was used by Horizon Pharma, Inc. (“Horizon”) in investor meetings and will be used by Horizon at its corporate update meeting on March 27, 2014 and at the 21st Annual Future Leaders in the Biotech Industry Conference on March 28, 2014. Information contained in the presentation relating to Vidara Therapeutics International Ltd. (“Vidara”) and ACTIMMUNE® has been provided by Vidara.
Forward Looking Statements
The presentation contains forward-looking statements, including, but not limited to, statements related to the anticipated consummation of a business combination transaction between Horizon and Vidara and the timing and benefits thereof, Horizon’s and the combined company’s strategy, plans, objectives, expectations (financial or otherwise) and intentions, future financial results and growth potential, anticipated product portfolio, development programs and management structure, and other statements that are not historical facts. These forward-looking statements are based on Horizon’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to Horizon’s ability to complete the transaction with Vidara on the proposed terms and schedule; risks associated with business combination transactions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; risks related to future opportunities and plans for Horizon, as well as the combined company, including uncertainty of the expected financial performance and results; disruption from the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the calculations of, and factors that may impact the calculations of, the acquisition price in connection with the proposed merger and the allocation of such acquisition price to the net assets acquired in accordance with applicable accounting rules and methodologies; and the possibility that if the combined company does not achieve the perceived benefits of the proposed transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of the combined company’s shares could decline, as well as other risks related to Horizon’s business, including Horizon’s dependence on sales of DUEXIS and VIMOVO and its ability to increase sales of its DUEXIS, VIMOVO and RAYOS/LODOTRA products; competition, including potential generic competition; the ability of Horizon to protect its intellectual property and defend its patents; regulatory obligations and oversight; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in Horizon’s SEC filings and reports, including in its Annual Report on Form 10-K for the year ended December 31, 2013. Horizon undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or changes in its expectations.
Additional Information and Where to Find It
In connection with the proposed transaction with Vidara, Horizon and Vidara will be filing documents with the SEC, including the filing by Horizon of a preliminary and definitive proxy statement/prospectus relating to the proposed transaction and the filing by Vidara of a registration statement on Form S-4 that will include the proxy statement/prospectus relating to the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to Horizon stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED PRELIMINARY AND DEFINITIVE PROXY/PROSPECTUS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HORIZON, VIDARA AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov, by directing a request to Horizon’s Investor Relations department at Horizon Pharma, Inc., Attention: Investor Relations, 520 Lake Cook Road, Suite 520,
Deerfield, IL 60015 or to Horizon’s Investor Relations department at 224-383-3000 or by email to investor-relations@horizonpharma.com. Investors and security holders may obtain free copies of the documents filed with the SEC on Horizon’s website at www.horizonpharma.com under the heading “Investors” and then under the heading “SEC Filings.”
Horizon and its directors and executive officers and Vidara and its directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of Horizon in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed transaction will be included in the proxy statement/prospectus described above. Additional information regarding the directors and executive officers of Horizon is also included in Horizon’s Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 13, 2014. These documents are available free of charge at the SEC’s web site at www.sec.gov and from Investor Relations at Horizon as described above.
This communication does not constitute an offer to sell, or the solicitation of an offer to sell, or the solicitation of an offer to subscribe for or buy, any securities nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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Horizon Pharma, Inc.
Filed under Rule 14a-12 of the Securities Exchange Act of 1934 Filing by: Horizon Pharma, Inc.
Subject Company: Horizon Pharma, Inc. SEC File No. of Horizon Pharma, Inc.: 001-35238
The following is a slide presentation relating to the proposed transactions
described therein that was made available beginning on March 25, 2014.
March 2014
NASDAQ: HZNP
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Forward-Looking Statements
This presentation contains forward-looking statements, including, but not limited to, statements related to the anticipated consummation of a business combination transaction between Horizon Pharma and Vidara Therapeutics and the timing and benefits thereof, Horizon Pharma’s and the combined company’s strategy, plans, objectives, expectations (financial or otherwise) and intentions, future financial results and growth potential, anticipated product portfolio, development programs and management structure, and other statements that are not historical facts. These forward-looking statements are based on Horizon Pharma’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to Horizon Pharma’s ability to complete the transaction with Vidara on the proposed terms and schedule; risks associated with business combination transactions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; risks related to future opportunities and plans for Horizon Pharma, as well as the combined company, including uncertainty of the expected financial performance and results; disruption from the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the calculations of and factors that may impact the calculations of, the acquisition price in connection with the proposed merger and the allocation of such acquisition price to the net assets acquired in accordance with applicable accounting rules and methodologies; and the possibility that if the combined company does not achieve the perceived benefits of the proposed transaction as rapidly or to the extent anticipated by financial analysts or investors, the market price of the combined company’s shares could decline, as well as other risks related to Horizon Pharma’s business, including Horizon Pharma’s dependence on sales of DUEXIS and VIMOVO and its ability to increase sales of its DUEXIS, VIMOVO and RAYOS/LODOTRA products; competition, including potential generic competition; the ability of Horizon Pharma to protect its intellectual property and defend its patents; regulatory obligations and oversight; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in Horizon Pharma’s SEC filings and reports, including in its Annual Report on Form 10-K for the year ended December 31, 2013. Horizon Pharma undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or changes in its expectations.
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Additional Information
In connection with the proposed transaction, Horizon Pharma and Vidara Therapeutics will be filing documents with the SEC, including the filing by Horizon Pharma of a preliminary and definitive proxy statement/prospectus relating to the proposed transaction and the filing by Vidara Therapeutics of a registration statement on Form S-4 that will include the proxy statement/prospectus relating to the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to Horizon Pharma stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED PRELIMINARY AND DEFINITIVE PROXY/PROSPECTUS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HORIZON PHARMA, Vidara THERAPEUTICS AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov, by directing a request to Horizon Pharma’s Investor Relations department at Horizon Pharma, Inc., Attention: Investor Relations, 520 Lake Cook Road, Suite 520, Deerfield, IL 60015 or to Horizon Pharma’s Investor Relations department at 224-383-3000 or by email to investor-relations@horizonpharma.com. Investors and security holders may obtain free copies of the documents filed with the SEC on Horizon Pharma’s website at www.horizonpharma.com under the heading “Investors” and then under the heading “SEC Filings.” Horizon Pharma and its directors and executive officers and Vidara Therapeutics and its directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of Horizon Pharma in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed transaction will be included in the proxy statement/prospectus described above. Additional information regarding the directors and executive officers of Horizon Pharma is also included in Horizon Pharma’s Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 13, 2014. These documents are available free of charge at the SEC’s web site at www.sec.gov and from Investor Relations at Horizon Pharma as described above.
This communication does not constitute an offer to sell, or the solicitation of an offer to sell, or the solicitation of an offer to subscribe for or buy, any securities nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
For full prescribing information refer to product websites.
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Note Regarding Use of Non-GAAP Financial Measures
Horizon Pharma provides non-GAAP net income (loss) and net income (loss) per share financial measures that include adjustments to GAAP figures. These adjustments to GAAP exclude non-cash items such as stock compensation and depreciation and amortization, non-cash interest expense, and other non-cash charges. Certain one-time or substantive events may also be included in the non-GAAP adjustments periodically when their magnitude is significant within the periods incurred. EBITDA, or earnings before interest, taxes, depreciation and amortization, is also used and provided by Horizon Pharma as a non-GAAP financial measure. Horizon Pharma believes that these non-GAAP financial measures, when considered together with the GAAP figures, can enhance an overall understanding of Horizon Pharma’s financial performance. The non-GAAP financial measures are included with the intent of providing investors with a more complete understanding of operational results and trends. In addition, these non-GAAP financial measures are among the indicators Horizon Pharma’s management uses for planning and forecasting purposes and measuring Horizon Pharma’s performance. These non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The non-GAAP financial measures used by Horizon Pharma may be calculated differently from, and therefore may not be comparable to, non-GAAP financial measures used by other companies.
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Horizon Pharma Overview
Commercial-stage company with three U.S. marketed products
DUEXIS® (ibuprofen/famotidine) – FDA approved for treating signs and symptoms of RA and OA and to decrease the risk of developing upper GI ulcers
RAYOS® (prednisone) delayed-release tablets(1) – FDA approved for RA & multiple additional indications
VIMOVO® (naproxen/esomeprazole) – acquired from AstraZeneca on November
19, 2013 and FDA approved for treating signs and symptoms of RA, OA,
Ankylosing Spondylitis and to decrease the risk of developing upper GI ulcers
Announced the acquisition of Vidara Therapeutics International Ltd. for ~$660 million and plan to become Horizon Pharma plc on March 19, 2014
Expect pro forma combined, full year 2014 revenues to be $250 to $265 million and adjusted EBITDA(2) to be $65 to $75 million
Building a profitable specialty pharma company via organic growth and product/company acquisitions
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RAYOS is known as LODOTRA outside the United States |
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(2) Excluding transaction related expenses |
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2014 Pro Forma Financial Guidance
Pro forma combined, full year 2014 revenues of $250 to $265 million
Pro forma combined, full year 2014 adjusted EBITDA(1) of $65 to $75 million, based on Horizon’s prior GAAP to non GAAP reconciliation practice
Vidara acquisition expected to be accretive to full year 2014 GAAP and non- GAAP pro forma earnings(1)
Expect that existing cash will fund Company to cash flow positive operations
Pre-transaction, Horizon was expected to record future tax rates of high 30%’s
Stand alone Horizon was expected to transition to tax paying status in 2016
Horizon Pharma plc future expected tax rates of low-20%’s or lower
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(1) Excluding transaction related expenses |
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Vidara Acquisition Overview
Accelerates Horizon’s transformation into a profitable, specialty pharma company
Expands and diversifies our revenue base with the addition of ACTIMMUNE®, which realized $58.9 million in net revenues in 2013
Complements our business model of targeted promotion to specialists and primary care physicians
Enhances our ability to drive continued organic growth
Optimize value based on understanding of the market and managed care
Minimize patient out of pocket costs
Platform facilitates our acquisition strategy
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Pro Forma Horizon Pharma plc
Portfolio & Financial
Guidance
Combined Company Ownership
Shareholder Votes
Board of Directors
Management
Four products marketed in the U.S.
$250—$265 million in pro forma combined, full year 2014 revenues
$65—$75 million in pro forma combined, adjusted full year 2014 EBITDA(1)
Horizon – ~74%; Vidara – ~26%
Approximately 100 million ordinary shares
Approximately 122 million fully-diluted shares at closing
Horizon board-represented funds entered into voting agreements representing ~20% of the outstanding shares
All necessary Vidara shareholder approvals achieved
Tim Walbert, chairman, president and CEO, Horizon Pharma, Inc.
Six current independent directors of Horizon
Virinder Nohria, M.D., Ph.D. (president and CMO, Vidara)
Horizon executive management team to lead combined company
Vidara executives join Horizon in leadership roles
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(1) Excluding transaction related expenses |
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Overview of Vidara Therapeutics Limited
Biopharmaceutical company focused on orphan indications and diseases with high unmet medical needs
ACTIMMUNE
Recombinant biologic for chronic granulomatous disease (CGD) and severe, malignant osteopetrosis (SMO)
ACTIMMUNE sales force with orphan and biologic experience
Investments in ACTIMMUNE growth
Ongoing initiatives to increase diagnosis and improve compliance
Total headcount: 24
Corporate structure
Irish headquarters: Dublin
Bermuda headquarters: Hamilton (IP & BLA)
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Overview of ACTIMMUNE
FDA Approvals
Reducing the frequency and severity of serious infections associated with CGD
Delaying time to disease progression in patients with SMO
Physician-directed research in interferon gamma-1b has indicated its potential clinical utility as an immune system modulator in other difficult to treat diseases
ACTIMMUNE demand is growing
60%+ growth in average weekly CGD/SMO patients since June 2012 (acquisition of
ACTIMMUNE)
Manufactured by Boehringer Ingelheim in Europe
Commercial rights in U.S., Canada, Japan and certain Latin America, Asian and other ROW territories
Two U.S. patents extending to 2022; perpetual Genentech know-how license
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ACTIMMUNE Approved Indications
• Primary immune deficiency in which phagocytes fail to produce superoxide, leading
to an inability to kill harmful microorganisms such as bacteria and fungi
• Severe recurrent bacterial and / or fungal infections often require hospitalization and
CGD special treatment; usually diagnose d before five years of age
• Estimated prevalence: ~1:200,000 live births; 900-1,600 living patients in the U.S.
• Triple prophylactic therapy is the standard of care (ACTIMMUNE + antibiotic +
antifungal)
• A congenital disorder of bone resorption by osteoclasts resulting in impaired bone
remodeling; also known as “marble bone” disease and Albers-Schonberg disease
-“Malignant” osteopetrosis is a severe autosomal recessive form
SMO • Usually presents in the first year of life, frequently within the first three months
Estimated prevalence: ~1:200,000-500,000 live births; 85-215 living patients
ACTIMMUNE delays time to disease progression and benefits patients by increasing red blood cell production and bone resorption
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ACTIMMUNE Pipeline Opportunities
Over 200 various studies listed on www.clinicaltrials.gov
Investigator initiated studies (not all company supported)
Most advanced is in Friedreich’s Ataxia, in which a 12 patient study conducted by the Friedreich’s Ataxia Research Alliance is nearing completion
Assess data prior to developing next steps
Early work in Eczema Herpeticum
Linked to Atopic Dermatitis
Follow up work being pursued with investigators
Early in process of determining priorities and plans
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HZNP/Vidara Transaction—Next Steps
Subject to File customary preliminary closing proxy conditions and statement regulatory and approvals
SEC effectiveness
Horizon stockholder
approval d
Antitrust clearance
Expected to close mi-year 2014
Transaction will be taxable to Horizon U.S.
shareholders
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Horizon Pharma plc |
s-4 (Cotent missing)
shares to be traded on
NASDAQ
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Portfolio of Marketed Products
Primary Care Brands Specialty Brands
U.S.
Ex-U.S.
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DUEXIS Overview
250 Sales Reps Promoting to Primary Care and ORS
LARGE MARKET MANAGED COMMERCIAL
OPPORTUNITY CARE EXECUTION
Large NSAID market
(>100M TRx/year)
Ibuprofen leading NSAID in U.S. with over 33M TRx/year
Significant need for gastro-protective agents
Leads to 107k hospitalizations and
16.5k deaths/year
Branded NSAIDs in Tier 3 position
Monthly WAC of $799, average WAC/Rx of
~$710
85% of claims approved
93% of patients with co-pay of <$20 per month
Q4 2013 TRx +13.2% vs. Q3 2013*
2013 TRx +122% vs.
2012*
January TRx dollars of
~$12.3M**
February TRx dollars of ~11.7M**
15 Source: *Monthly data —Source Healthcare Analytics (SHA), ** Monthly data—IMS
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DUEXIS Continuing Strong Performance
DUEXIS Quarterly Monthly DUEXIS NRx and TRx* Net Sales Growth ($M)
Price Increase TRx from $677 WAC
Price Increase
25,000 to $799 WAC $35
NRx from $502 WAC 23.1 to $677 WAC
Price Increase $30 20,000 from $198 WAC to $502 WAC 21.5 ++ $25
15,000
Sales Force $20 Expansion $15 9.5 10,000
$10 4.9 5.7 +
5,000
$5 2.4
0.9 1.4
0 $0
12 12 12 12 12 12 12 12 12 12 12 12 13 13 13 13 13 13 13 13 13 13 13 13 14 14 Q1:12 Q2:12 Q3:12 Q4:12 Q1:13 Q2:13 Q3:13 Q4:13 Jan Feb Mar Apr May Jun Jul Aug Sep Oct NovDecJanFebMar Apr MayJun Jul Aug Sep Oct Nov Dec Jan Feb
Source: Healthcare Analytics (SHA) PHAST Retail Audit.
+ Includes one-time amount of $1.4M due to change in timing of revenue recognition.
++ Includes one time reversal of managed care rebate in the amount of $2.4M
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0 5,000 10,000 15,000 20,000 25,000 |
9-Dec
Source: 30-Dec The
20-Jan 10-Feb 2-Mar 23-Mar 13-Apr
Healthcare 4-May 16%
25-May 15-Jun
6-Jul Adopters
27-Jul Number
Unique
Analytics 17-Aug
7-Sep of
28-Sep increase
(SHA) 19-Oct
Added 9-Nov Number
30-Nov Unique 21-Dec over
Prescriber 11-Jan
1-Feb of 22-Feb last Unique 200+ 15-Mar
Level 3
5-Apr Adopters
26-Apr Data 17-May 7-Jun new 28-Jun
19-Jul months (>5 Continues
9-Aug
30-AugWriters*
20-Sep Prescribers
11-Oct
1-Nov to
22-Nov DUEXIS
writers 13-Dec
Rx/week) +16%
every
500 1,000 1,500 2,000 2,500 0
9-Dec 30-Dec
20-Jan Over Unique week 10-Feb 2-Mar +30% 23-Mar
for 13-Apr Accelerate
4-May Last 25-May Number 15-Jun 30% 3 6-Jul
of
last 27-Jul Over 17-Aug 7-Sep
16 28-Sep 19-Oct
9-Nov increase
30-Nov Last 21-Dec Unique 11-Jan 3
1-Feb over Months
22-Feb Prescribers
15-Mar 5-Apr last
months* 26-Apr 3
17-May and 7-Jun
28-Jun Adopters
19-Jul and 9-Aug
30-Aug months Months*
20-Sep (5+ 11-Oct 1-Nov 22-Nov 13-Dec TRx)*
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Prescriptions-Made-Easy™ (PME) Specialty Pharmacy Program Driving Prescriptions
27% of DUEXIS Prescriptions Processed Through PME in Q4 2013
Refill Rate
Rx Filled Fill Rate1 2
(After Three Months)
1,200 90% 0.85 1.20
1.18
80% 1.18
1,000
70% 1.16
0.62
800 1.14
60%
50% 1.12
600 1.10 1.09 40% 1.08
400 30%
1.06
20%
200 1.04 10% 1.02
0 0% 1.00
5/115/185/256/16/86/156/226/297/67/137/207/278/38/108/178/248/319/79/149/219/2810/5 11/211/9 12/7
10/1210/1910/26 11/1611/2311/30 12/1412/21 National Average PME National Average PME
1. National Average fill rate calculated by subtracting Source Healthcare Analytics (SHA) PHAST Retail Audit national average rejections and reversals from total patients that had a claim adjudicated (1 – rejections – reversals) and Pharmacy Pilot fill rate based on total patients contacted by the pharmacy that provide insurance information and fill their prescription (total patients that fill Rx / total patients that are contacted and have insurance information)
2. National Average refill rate based on Source Healthcare Analytics (SHA) PHAST Retail Audit
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VIMOVO – Focus on Commercial Payors
Acquired November 18, 2013 from AstraZeneca for $35M one-time payment
VIMOV
Naproxen and
Esomeprazole
Magnesium Delayed
Release Tablets
Approved in the U.S. for
the Relief of Signs and
Symptoms of
Osteoarthritis,
Rheumatoid Arthritis,
and Ankylosing
Spondylitis*
Key Highligh
Synergistic product acquisition
Leverages commercial infrastructure
Focus on commercial payors
Ability to maximize value (via price) to
HZNP and patient (lower co-pay) allows for rapid potential acceleration of VIMOVO revenues
Historical U.S. Revenues** VIMOVO Payor Mix
Commercial 295,319 78.8%
2012 2013 Medicare 58,124 15.5%
Medicaid 9,260 2.5%
$25 million+ $21 million+ Cash 12,297 3.3%
Total 375,000 100.0%
* For full list of indications, see full prescribing information at: www.VIMOVO.com; ** AstraZeneca Annual Report – 2011, 2012
19 + At gross-to-net of approximately 50%; HZNP expects VIMOVO (post 1.1.2014) gross-to-net to be mid-forties
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VIMOVO Off to Strong Start in 2014
250 Primary Care Reps + 40 Specialty Reps Selling VIMOV
HZNP - Full Launch of VIMOVO on February 3, 2014
LARGE MARKET MANAGED COMMERCIAL
OPPORTUNITY CARE EXECUTION
Large NSAID market
(>100M TRx/year)
Naproxen NSAID in
U.S. with over 16M
TRx/year
Significant need for gastro-protective agents
Leads to 107k hospitalizations and
16.5k deaths/year
Branded NSAIDs in Tier 3 position
VIMOVO priced at monthly WAC of $799,
WAC/TRx of ~$840
97% of patients with co-pay of $0 per month
February 2014 NRx +18% vs. January
2014*
February 2014 TRx +0% vs. January 2014*
January 2014 IMS TRx dollars of $18.6M*
February 2014 IMS
TRx dollars of $18.6M*
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Monthly data - IMS |
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Significant Market Opportunity for both DUEXIS and VIMOVO with Minimal Overlap
Minimal Overlap with
Underlying Market Potential
Existing Targets
Product Positioning
The market potential for ibuprofen and …leading to limited overlap in existing naproxen underlying NSAID is large, writers of DUEXIS and VIMOVO… segmented and largely untapped…
Weekly New Rx (K) There is only ~30% TRx overlap of 600 DUEXIS and VIMOVO prescribers*
600
500
400
DUEXIS VIMOVO
300
Prescribers Prescribers
200
100
0
Generic DUEXIS Generic VIMOVO Ibuprofen Naproxen
…DUEXIS and VIMOVO are highly synergistic and meet different patient needs
DUEXIS as the “Smarter Ibuprofen”
Focus on HCPs that need best-in- class pain relief and protection
(rapid onset, gold standard efficacy, etc.)
Focus on underlying Ibuprofen prescribers
VIMOVO as the “Smarter Naproxen”
Focus on HCPs that need an NSAID, but are also concerned with protection (gold-standard protection, etc.)
Focus on underlying Naproxen prescribers
21 * Source: Healthcare Analytics (SHA) Prescriber Level Data from June 2013 – August 2013
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RAYOS Commercial Overview
Q4 2013 TRx +18% vs. Q3 2012
HIGH UNMET NEED IN MAMAGED COMMERCIAL RA & PMR CARE OVERVIEW UPDATE
• 1.8M RA Patients, • Majority Tier 3 • 40 Rheum Specialists
majority suffer from position calling on 3000+
morning symptoms • RAYOS priced at $933 rheumatologists
• 1.1M PMR Patients, WAC per 30-count • February 2014 NRx
majority suffer from bottle, WAC per Rx of +7% vs. January 2014*
morning symptoms $1,530 • February 2014 TRx
• 91% of claims +3% vs. January 2014*
• ~10M annual TRx approved • February 2014 TRx
• Ensure patient access
• ~3M annual dollars of $1.5M, +8%
with co-pay of $5 per
prednisone Rx’s vs. January 2014*
month
22 * IMS Monthly Prescriptions/Prescription Value
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Horizon Pharma, Inc.
Financials
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Q4 and FY 2013 Financials
Net Sales by Product
% Change from Q3 12-Months Ended % Change from 12-Months
Q4 2013
2013 December 31, 2013 Ended December 31, 2012
DUEXIS $23.1 7% $59.0 473%
VIMOVO $1.0 NM $1.0 NM
RAYOS $3.2 70% $5.8 NM
LODOTRA $2.8 291% $8.2 0%
Total Net Sales $30.1 25% $74.0 293%
Net loss for the fourth quarter of 2013 was $102.9 million, or $1.56 per share, on a U.S. GAAP basis
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Financial Highlights
Capitalization(1)
Pro Forma for
3/18/14(2)
Vidara Acquisition(3) Basic Shares Outstanding 68.6 99.9 Fully Diluted Shares Outstanding(4) 90.3 121.6
Debt
Debt $150.0 $400.0
Cash and cash equivalents balance as of 12/31/13 was $80.5 million
(1) In millions.
(2) Includes all issued and outstanding securities, vested and unissued RSUs and contingent stock options.
(3) Assumes no existing warrants, options or RSUs are exercised between 3/18/14 and closing.
(4) Excludes shares issuable upon conversion of $150 million convertible note.
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Horizon Pharma Corporate Strategy
DRIVE DUEXIS, VIMOVO and RAYOS Penetration
Integrate Vidara
Aggressive Business
Development
PartnerEX-E U.
Ensure Exclusivity
250 reps targeting PCP and ORS with DUEXIS & VIMOVO
Minimal (30%) overlap of DUEXIS/VIMOVO targets
Promote RAYOS and VIMOVO to rheumatologists (40 reps)
Increase penetration and value of ACTIMMUNE
24 total employees, 10 sales and marketing
Explore additional indications
Acquire products/companies with on-market assets
Products with targeted approach regardless of TA
Leverage our tax efficient corporate platform
LODOTRA Mundipharma Partnership (ex-U.S.)
DUEXIS Grünenthal Partnership in Latin America
DUEXIS: Settled litigation with PAR; protection to 2023
VIMOVO:8 Issued U.S. Patents (exp. 2023)
RAYOS: 5 Issued U.S. Patents (exp. 2020–2028)
ACTIMMUNE : 2 Issued U.S. patents (exp. 2022); biologic
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Horizon Pharma, Inc.
Filed under Rule 14a-12 of the Securities Exchange Act of 1934 Filing by: Horizon Pharma, Inc.
Subject Company: Horizon Pharma, Inc. SEC File No. of Horizon Pharma, Inc.: 001-35238
The following is a slide presentation relating to the proposed transactions
described therein that was made available beginning on March 25, 2014.
March 2014
NASDAQ: HZNP