Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard...

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Amryt Pharma - Merger with Aegerion Building a Global Leader in Rare and Orphan Diseases May 2019

Transcript of Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard...

Page 1: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Amryt Pharma - Merger with Aegerion

Building a Global Leader in Rare and Orphan Diseases

May 2019

Page 2: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Disclaimer

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This presentation has been prepared by Amryt Pharma plc (the “Company”). “Presentation” means this document, any oral presentation, any question and answer session and any written or oral material discussed or distributedduring the meeting. By receiving this presentation and/or attending the meeting where this presentation is made, or by reading the presentation slides, you agree to be bound by the following limitations. This presentation and itscontents are confidential and you agree that you may not, nor are you authorised to, copy or reproduce this presentation in whole or in part in any manner whatsoever or distribute, publish or forward this presentation ordisclose any of its contents to any person. This presentation constitutes “confidential information” pursuant to the confidentiality undertaking entered into by you with Novelion Therapeutics Inc. (“Phoenix”). Failure to complywith these undertakings may constitute a violation of applicable securities law. 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No reliance should be placed on the combined or pro forma financial information contained in this presentation. By requesting to receive and reviewing this document, youagree to be bound by the foregoing limitations and conditions and, in particular, will be deemed to have represented, warranted and undertaken that you have read and agree to comply with the contents of this disclaimerincluding, without limitation, the obligation to keep this document and its contents confidential and that you are a Relevant Person.

Page 3: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Creates a rare disease business with two approved products – lomitapide (Lojuxta® / Juxtapid®) and metreleptin (Myalept® / Myalepta®)

$136.5m of 2018 built-in revenues, multiple growth opportunities, and a robust pipeline for value creation

Reunites the lomitapide franchise and transforms Amryt into a global player in the orphan disease market

Capitalizes on Amryt management’s unique knowledge of Aegerion’s assets and European commercialization capabilities

Presents the opportunity for meaningful expense synergies - $25m-$40m in 2020, rising further in 2021*

Establishes an appropriate capital structure and liquidity profile to drive growth and create value

Transaction already endorsed by 34.3% of Amryt’s shareholders and in excess of 67% of Aegerion’s bondholders

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Recommended Acquisition of Aegerion - Deal Rationale

Creating a global player in rare & orphan diseases*Directors belief based on work undertaken to date

Page 4: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

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Creating a Global Leader in Rare & Orphan Diseases

• Revenue generating rare & orphan drug company

• Strong portfolio of commercial & development assets

• Lojuxta (Juxtapid in US) in-licenced by Amryt (Dec 16) in EMEA - 2018 Sales: $16.1m

• Strong management team with unique knowledge of Aegerion assets

• Core Epidermolysis Bullosa (‘EB’) franchise

• AP101 - potential mkt. opportunity >$1bn

• AP103 - novel gene therapy platform

• Rare & orphan disease focus with a global footprint

• Two commercial products with significant growth potential:

• Juxtapid (Lojuxta in Europe) - US & RoW 2018 Sales: $47.9m

• Metreleptin – US, Europe & RoW 2018 Sales: $71.4m

• Pipeline opportunities for Myalept in PL (US) and Juxtapid in FCS* (US)

• Established US infrastructure in place

• Strong patent & regulatory exclusivity protection

Creating a global leader in rare & orphan

diseases

Delivers sustainable revenue, pipeline and market growth

Page 5: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Amryt has agreed to acquire Aegerion in an all-paper transaction

Pre-money implied transaction equity valuations: Amryt $120m and Aegerion $190.7m

Contingent Value Rights (“CVRs”) will be issued to Amryt stakeholders that could result in the payment of up to an additional $85m (settled in cash or stock) based on certain AP101 milestones being achieved

Amryt plans to raise $60m in equity concurrent with closing of the Transaction and certain Aegerion bondholders have agreed to backstop this equity raise

This equity raise will be placed at a 20% discount to the implied transaction equity valuation

Aegerion’s balance sheet is to be restructured through a US Chapter 11 process prior to Amryt acquiring Aegerion – Aegerion will continue to operate as usual during the Chapter 11 process

New loan facilities for the combined group will be put in place, and the key terms of such facilities have been agreed - Amryt’s existing European Investment Bank facility is to be repaid

The combined group’s global HQ will be in Dublin, Ireland with its US HQ in Boston, Massachusetts

Enlarged group to be re-admitted to AIM and Euronext on closing with a planned dual-listing on NASDAQ

Transaction already endorsed by 34.3% of Amryt’s shareholders and in excess of 67% of Aegerion’s bondholders

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Transaction Highlights

Significantly accelerates Amryt’s growth trajectory

Page 6: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

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Transaction Structure

Significantly accelerates Amryt’s growth trajectory

$m Pre- new equity

Post-new equity

Amryt valuation 120.0 38.6% 31.1%

Aegerion valuation 190.7 61.4% 49.5%

310.7 100%

Pre-money valuation (20% discount)

248.7

New equity investment 60.0 19.4%

Post-money equity 308.7 100%

New Term Debt 81.9m

New Convertible Debt 125.0m

Page 7: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Enhanced scale of combined group expected to drive revenue growth and future profitability

Expected to deliver meaningful operational synergies over the medium term

Amryt’s deep knowledge of Aegerion products is key to driving growth

Reunification of lomitapide brands provides potential to replicate success of Lojuxta in Europe with Juxtapid in the US

Opportunity to grow Myalepta revenues with broader reach across EU to accelerate recent launch

Delivers a ready-made commercial US infrastructure in advance of anticipated launch of AP101

Recapitalized business well-positioned to drive pipeline value

Planned NASDAQ listing to drive liquidity and investor reach

Opportunity for corporate restructuring to drive additional value

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Value Creation

Delivering superior returns & driving shareholder value

Page 8: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Amryt Leadership Team

Rory Nealon – COO/CFOCFO/COO of Trinity BiotechOversaw the acquisition and integration of 12 companiesin 5 countriesPreviously CFO of Conduit plc, an Irish telecoms company Previously associate director within structured finance AIB

Dr Mark Sumeray – CMO20 years’ experience in the pharmaceutical, medicaldevices and biotech sectors Chief Medical Officer at Aegerion PharmaceuticalsPreviously VP Cardiovascular Metabolics US Medicalat Bristol-Myers Squibb

Dr Helen Phillips – Head of Medical Affairs20+ years in large pharma and small biotechcompaniesPreviously European VP of Medical Affairs inAegerion Pharmaceuticals

Joseph Wiley – CEOFounded Amryt in 201520+ years in healthcare and private equityOpened and led Sofinnova Ventures European officeSenior investment roles at Aberdeen Asset Managers,Inventages Venture CapitalPreviously Medical Director at Astellas Pharma

David Allmond – CCO25 years’ experience in the pharmaceutical industryin commercial rolesPresident EMEA at Aegerion PharmaceuticalsPreviously Corporate Vice President of GlobalMarketing for Celgene Corporation

Kieran Rooney – VP, Strategic Alliances & Licensing25+ years in business/corporate developmentin pharmaceutical and biotech industryPreviously VP Business Development at AmakemTherapeutics and corporate/management consultant tomultiple pharma/biotech/professional service companies including PwC

Derval O’ Carroll – Head of Regulatory Affairs25 years in pharmaceutical regulatory affairscompaniesPreviously Senior Director of Regulatory Affairs at Retrophin Inc11 years consulting experience in regulatory with clientssuch as Daiichi Sankyo and Shionogi

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Peter McMahon– Head of HR30+ years global HR experiencePreviously senior HR positions at GE, Mostek, Masstock, Best Foods, Bausch & Lomband Trinity Biotech

Stephen Joyce – VP Global Marketing15+ years in the pharmaceutical industryHeld multiple commercial roles, with a large focus on launch, access and commercial excellencePreviously General Manger, Switzerland, Senior Director Area Marketing & Market Access at Astellas Pharma

Gerard Gilligan – Manufacturing, Supply Chain Lead

25+ years on Pharmaceutical Manufacturing & Supply Chain Previously Held various role in Leo Pharma including:

Site, Operations and Manufacturing LeadChemistry, Lean/Black Belt

Unique knowledge of Aegerion and its assets

Page 9: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Product Candidate Indication Preclinical Phase 1 Phase 2 Phase 3 Approved

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Amryt + Aegerion - Rich Commercial & Development Pipeline

Myalept/Myalepta GL US/EU

Myalepta PL EU

Juxtapid HoFH (adult) US/LATAM

Lojuxtaq (lomitapide)1 HoFH (adult) EU/MENA

AP101 EB (DEB/JEB) GLOBAL

Myalept PL US

Lomitapide FCS US/EU

AP101 SJS/TEN, Rad. Ind Derm GLOBAL

AP103 EB (RDEB) GLOBALAP103 Various/undisclosed GLOBAL

Lojuxtaq (lomitapide)1 HoFH (paediatrics) EU

9Augments existing pipeline and delivers growth opportunities

Aegerion Joint Amryt

US/EU

EU

US/LATAM

EU/MENA

Page 10: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

H1H1 H1H2H1 H2H1

KJB I

H2 H2H2H1

LA C E F G HD

A. Metreleptin GL/PL Filing in Other CountriesB. US PL FDA meetingC. Lojuxta top line PoC data for FCSD. AP101 top line dataE. AP101 FDA approvalF. AP101 EMA ApprovalG. AP101 LaunchH. Lojuxta Phase 3 topline data for FCSI. Lojuxta EU pediatric approval for HoFHJ. AP103 Clinical PoC dataK. Lojuxta launch in FCS L. US PL launchM. Low Leptin NASH and CLD development

2020

10

Compelling Equity Story With Significant Upcoming Newsflow

2022

Building a global leader in rare & orphan diseases

2019 2021 2023 2024

201920192019202020212021202120222022202320232024[TBD]

H2

Page 11: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

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Amryt + Aegerion - Global Presence

11Geographically complementary and providing new market access

Pending markets

Out-licensed

Current markets

Page 12: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

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Overlap in combined group brings significant synergies including head office.Amryt brings additional reach and expertise in MENA, CEE and Russia

MENATURKEYUKSPAINITALYFRANCEGERMANY

+++++++++++++++++

++++++++++++++++++

A perfect fit delivering a stronger combined platform for growth

Complementary Fit - Global Commercial Footprint

US

+

++++

Page 13: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Lomitapide is approved for the treatment of adults with HoFH

Lojuxta is the brand name for lomitapide in Europe

Juxtapid is the brand name for lomitapide in the US

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Lomitapide - Same Drug / Different Name

Reuniting the global brands

Page 14: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

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Lojuxta / Juxtapid ▲Reunifying the global lomitapide brands

▲Lojuxta / Juxtapid

▲ Approved in both Europe (Jul 2013) and the US (Dec 2012) to treat adults with HoFH

▲ Reduces LDL-C in adult HoFH patients▲ Patent protection in US to mid 2027 and 2028 in EU*

▲ 2018 Global Revenues: $64m**

▲Amryt successfully commercializing Lojuxta in Europe since 2016

▲Market potential for adult HoFH patients in the US

▲Deploy proven strategy for Lojuxta in Europe to drive Juxtapid growth in the US

▲ Lifecycle opportunities in pediatric HoFH and Familial Chylomicronemia Syndrome (‘FCS’)

Demonstrable track record in commercializing Lojuxta/Juxtapid

What is HoFH ? HoFH is a potentially life threatening disorder that impairs the body’s ability to remove LDL ‘bad’ cholesterol from the blood. Typically results in extremely high blood LDL cholesterol levels leading to aggressive and premature blocking of arterial blood vessels.

*SPC Granted in 4 of 5 major markets; pending in UK. **Excluding Japan revenues; including Japan royalties

Page 15: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Lojuxta Performance & Growth Trajectory In EMEA

23% increase in revenues in 2018

Forecast to grow a further 31% by end 2019*

Performance driven by lean & talented team

– Repositioned product

– Optimized market access - successfully

delivered positive reimbursement in key

markets such as UK and FR

– Broadened geographic reach

15Opportunity to replicate this success globally

26.7% CAGR

* Consensus estimates

Page 16: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Myalept / Myalepta (metreleptin)

Page 17: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

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Myalept / Myalepta - A Significant Global Opportunity for Growth▲Myalept / Myalepta

▲ Approved in the US (Feb 2014) to treat Generalized Lipodystrophy (‘GL’)

▲ Approved in Europe (July 2018) to treat both GL and Partial Lipodystrophy (‘PL’)

▲ Treats the complications of leptin deficiency in patients ▲ Patent protection in US to mid 2027 and orphan exclusivity in

Europe through 2028▲ 2018 Global Revenues: $71.4m

▲Recent European launch provides a significant opportunity for Amryt to accelerate growth

▲Strong fit with Amryt’s EMEA infrastructure

▲Market potential in US and ROW

▲Further growth through potential expansion of label to include PL in the US

What is Lipodystrophy? Lipodystrophy is a chronic condition associated with low leptin levels. Leptin is an important hormone for energy homeostasis and metabolic function. Low leptin can result in metabolic chaos typically resulting in fatty liver, insatiable hunger, chronic fatigue, diabetes often with severe insulin resistance, and severe hypertriglyceridemia leading to a risk of pancreatitis. This may lead to life-altering organ damage with reduced life expectancy in severe forms.

Enabling metreleptin to realize its full commercial potential

Page 18: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Epidermolysis Bullosa (EB) Franchise: AP101 & AP103

Page 19: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

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EB - AP101 - Lead Development Asset

Strong progress achieved in advancing AP101

What is EB ? –Epidermolysis Bullosa (EB) is a rare genetic skin disorder that leads to extremely fragile skin, and children with the disorder are often referred to as ‘butterfly children’.There are currently no approved treatments for EB.

8

0

4

AP101+ wound dressing

UndecidedWound dressingalone

Which halfepithelialized faster?

Primary efficacy endpoint

p < 0.01

Wounddressing

alone

RESU

LTS

0 7 14

AP101 +Wound

dressing

Day

Representative photo series

▲Promotes the differentiation & migration of skin cells to accelerate wound healing

▲Largest ever Global Phase 3 (EASE) patient study for EB currently underway - unblinded interim efficacy analysis delivered Q1 2019

▲Addressable market estimated at >$1bn*

Amryt Proof of Concept Study in EB**

*Management Estimates**Schwieger-Briel A, Dermatology Research and Practice 2017, https://doi.org/10.1155/2017/5068969

Page 20: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Double blind, randomised, placebo controlled, Phase 3, Efficacy and Safety Study of AP101 in Patients with EB*

Placebo + dressingRandomisation 1:1(stratified by EB subtype)

AP101 + dressingAP101 + dressing

Visit schedule Day0 D14 D30 D60 D90Month 0

M3 M12 M24

90 day main study phase 2 year open label extension

D45

Primary Endpoint: proportion of target wounds healed by day 45*

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AP101 - EASE Phase 3 Study in EB

ü Study expected to be fully recruited H2 2019

Unblinded interim efficacy analysis delivered Q1 2019

*Excludes EB Simplex

Page 21: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Milestones Patient studies Non-human studies

Phase 2b

Indication 2017 2018 2019

Phase 3 EB (230 evaluable patients)

EB(AP101)

Follow-up Study

FDA approval

NDA

CTD EMA approval

MAA

CTD

Topline Data

Interim Efficacy Analysis

Non-clinical studies

FPFVBreakthrough TherapyDesignation

Ad Comm

A approval

21

2020

USA IND

AP101 - EASE Timeline

2021

PRVPediatric Rare

Disease Designation

Short & medium term value generating clinical milestones

Page 22: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

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AP103 - Gene Therapy Platform

▲Novel non-viral gene therapy for EB

▲Platform gene therapy delivery technology using HPAE polymer

▲Benefits:– Simple & novel topical application– Strong efficacy seen in pre-clinical models– Potential immunogenicity benefit vs viral vector products– Potentially easier to manufacture than viral vector products

▲Initial focus on Recessive Dystrophic EB (RDEB) with potential

efficacy for other indications

▲2018 - $9.6M DTIF grant from Irish Government

▲Clinical proof of concept expected by 2023

What is AP103? Exclusively licensed HPAE Polymer Technology for use as a novel gene delivery platform in EB which if successful, could eliminate the requirement for viruses as delivery vectors –and could provide a substantial competitive advantage to Amryt.

Building an EB franchise globally

Page 23: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Collagen VII Expression -with a single topical application and increased post

three topical applications

23Demonstrated efficacy in pre-clinical EB model

Control C7 Negative

Imag

es ta

ken

at 2

0xO

ne M

onth

1x HPAE-C7 Topically

3x HPAE-C7 Topically

10 W

eeks

Uptake Pathway of the Polyplexes

AP103 - Gene Therapy Platform

Page 24: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Transaction & Summary

Page 25: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Accelerates creation of a global leader in rare & orphan diseases

Highly experienced management with proven track record & unique

knowledge of assets

Delivering sustainable revenue, pipeline & market growth

Enhanced scale and significant operating synergies will drive superior

returns & shareholder value

Re-capitalized business with financial flexibility to develop and launch its

own pipeline programs

25

Summary Investment Case

Building a global leader in rare & orphan diseases

Page 26: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

1,208

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164 137 91 65 51 32 18 1

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Amicus

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2018A Sales (in $M)

Amryt + Aegerion - A Significant Player in Rare & Orphan Diseases

26Underpins significant uplift in value for shareholders

5.5B 6.0B 2.1B 1.2B 640M c.458M 2.6B 1.7B 2.8B 200M 63M 356M

Enterprise Value ($)

Source: Capital IQ, Wall Street Equity Research, and Company filings as of 17/05/19

Page 27: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Announcement of Transaction - 21 May 2019

Publication of Admission Document - Early August 2019

Shareholder Meeting - Late August 2019

Launch of the Equity Fundraise - September 2019

Scheme of Arrangement Completion - September 2019

Closing of Aegerion’s Chapter 11 process - Early Q4 2019

Completion of the Transaction and equity fundraise and re-admission -

Early Q4 2019

27

Indicative Transaction Timetable

Building a global leader in rare & orphan diseases

Page 28: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

On closing, the implied equity valuations of Amryt and Aegerion will be $120m and $190.7m respectively.

Amryt stakeholders will also receive a Contingent Value Right (“CVR”) of up to $85m, in cash or stock, at the election of its board, subject to certain regulatory approval and commercialization milestones of its late-stage development product candidate, AP101.

Amryt plans to raise $60m in new equity concurrent with the Transaction closing at a 20% discount to the implied valuations. Certain Aegerion bondholders have agreed to backstop this capital raise.

The proceeds from this financing will be used to continue to develop the combined group’s pipeline, to develop potential new indications for the Amryt Group’s late stage product candidates, and to be used for general corporate purposes.

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Description of Transaction - 1

A unique opportunity & transformational for Amryt

Page 29: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

Amryt, Aegerion and Aegerion’s key stakeholders have entered into a “Restructuring Support Agreement” pursuant to which Aegerion will file for Chapter 11 in the United States and seek to consummate the transaction through a plan of reorganization that has garnered the support of Aegerion’s key creditors and stakeholders.

Pursuant to the plan of reorganization, upon Bankruptcy Court approval, Amryt will acquire reorganized Aegerion in exchange for Amryt stock, which stock will be distributed, together with other consideration in the form of new debt, to certain of Aegerion’s secured and unsecured creditors, including Aegerion’s convertible bond holders, certain unsecured creditors and Novelion.

As a result, Aegerion will emerge from Chapter 11 after having discharged substantial pre-transaction liabilities and with a reorganized and streamlined capital structure that materially reduces its debt obligations.

To facilitate a smooth entry into Chapter 11, Aegerion has arranged for financing to allow it to operate uninterrupted during the Chapter 11 process, which financing will be repaid in cash pre-closing or otherwise exchanged into the new $125m convertible notes referred to below.

Aegerion’s bondholders have agreed to support this transaction and oppose other potential transactions to acquire Aegerion.

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Description of Transaction - 2

A unique opportunity & transformational for Amryt

Page 30: Amryt Pharma Presentation May 19€¦ · Marketing & Market Access at Astellas Pharma Gerard Gilligan –Manufacturing, Supply Chain Lead 25+ years on Pharmaceutical Manufacturing

$125 million of new 5% convertible notes will be issued. The notes will mature 5.5 years from closing and be convertible into equity of Amryt at a 20% premium to the implied transaction valuation.

Aegerion’s existing $50 million (in principal) secured loan, held by certain funds managed by Athyrium Capital Management and Highbridge Capital Management, as well as Amryt’s existing €20m (in principal) secured loan, will be converted and/or refinanced into new first-lien secured debt of the Amryt Group, which will have a cash interest rate of 6.5% per annum and an additional 6.5% PIK interest rate and will mature 5 years from closing.

In connection with the Transaction, it is proposed that a corporate reorganization of Amryt will be undertaken by way of a scheme of arrangement, pursuant to which a new Irish incorporated public company will become the new ultimate holding company of the combined group.

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Description of Transaction - 3

A unique opportunity & transformational for Amryt