Filed by Endo International plc (Commission File No. 001-36326)
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Auxilium Pharmaceuticals, Inc.
(Commission File No. 001-36628)
The following fact sheet was made available to, among others, Endo employees and representatives of the media on October 9, 2014:
 Endo & Auxilium:
A Compelling Combination Creates Leading Specialty Healthcare Company
Stock Ticker
NASDAQ: ENDP
NASDAQ: AUXL
Headquarters
Dublin, Ireland
Chesterbrook, PA
Pharmaceutical
Brands
•
AVEED®
•
FORTESTA®
•
Frova®
•
Opana®
ER
•
Voltaren®
Gel
•
Percocet®
•
VALSTAR®
•
VANTAS®
•
SUPPRELIN®
LA
•
SUMAVEL®
DOSEPRO®
•
XIAFLEX®
•
Testim®
•
TESTOPEL®
•
STENDRA®
•
STRIANT®
•
edex®
•
ErecAid®
2013 Annual
Revenues
$2.6 billion
$401 million
Key Locations
•
Malvern, PA
•
Cranbury, NJ
•
San Jose, CA
•
Charlotte, NC
•
Huntsville, AL
•
Minnetonka, MN
•
Montreal, QC, Canada
•
Mexico City, Mexico
•
Horsham, PA
•
Rye, NY
Employees
~4,800
~480
CEOs
Rajiv De Silva:
President and CEO
Adrian Adams:
CEO and President
Strategic
Rationale
•
Highly complementary portfolio to maximize the value of Auxilium’s commercial
products
including
broader
offering
of
urology
and
orthopedic
products
that
are
natural
complements to its current men’s health and pain products
•
Strong
financial
profile
with
a
solid
balance
sheet,
enhanced
cash
flow,
and
improved
financial flexibility to continue to execute on its strategy
•
Significant
synergy
opportunities
given
the
complementary
nature
of
the
companies’
product portfolios
Transaction
Summary
•
Cash and stock transaction valued at $2.6 billion, including debt
•
Auxilium shareholders to receive $33.25 per share
•
Transaction to include election mechanism for Auxilium stockholders to elect cash and
stock, all-stock or all-cash consideration, subject to proration in accordance with
terms of merger agreement
•
Represents a premium of 55% to AUXL’s closing price on 9/16/14, the day proposal was
public
•
Expected to be immediately accretive to Endo shareholders
•
Closing
•
Transaction expected to close in the first half of 2015
•
Subject to, among other things, approval of Auxilium shareholders, regulatory approvals
and other customary closing conditions
Endo expects to generate up to $175 million of annual run rate operating expense
reductions inclusive of the $75 million of reductions previously announced by Auxilium
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 the failure to receive the required approval from Auxilium stockholders and applicable
government and regulatory authorities (and the terms of those approvals); the risk that a condition to closing contemplated by the merger agreement may not be satisfied
or waived; the ultimate outcome and results of integrating the operations of Endo and Auxilium, the
ultimate outcome of Endo's operating strategy applied to Auxilium and the ultimate
ability to realize synergies and the magnitude of such synergies;
the effects of the business combination of Endo and Auxilium, including the combined company's
future financial condition, operating results, strategy and plans; Endo's ability to achieve significant upside potential for shareholders by accelerating the
growth of XIAFLEX® and other products of the resultant combined company; Endo's ability to sustain and grow revenues and cash flow from operations in its markets and
to maintain and grow its customer base, the need for innovation and the related capital
expenditures and the unpredictable economic conditions in the United States and other
markets;
the impact of competition from other market participants; the development and commercialization of new products; the effects of governmental regulation on our business or potential business combination
transaction; the availability and access, in general, of funds to meet Endo's debt obligations prior to or
when they become due and to fund its operations and necessary capital expenditures,
either through (i) cash on hand, (ii) free cash flow, or (iii) access to the capital or credit
markets; and
Endo's ability to comply with all covenants in its indentures and credit facilities, any
violation of which, if not cured in a timely manner, could trigger a default of its
other obligations under cross-default provisions.
All forward-looking statements attributable to Endo or Auxilium or any person acting on
either of their behalf are expressly qualified in their entirety by this cautionary
statement. These forward-looking statements speak only as of the date hereof. Neither Endo nor Auxilium assumes
any obligation to publicly update any forward-looking statements, whether as a result of
new information, future developments or otherwise, except as may be required under
applicable securities law. ADDITIONAL INFORMATION This
communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposed
business combination transaction between Endo International plc ("Endo") and Auxilium
Pharmaceuticals, Inc. ("Auxilium"). In furtherance of this proposed
transaction, Endo and Auxilium intend to file one or more registration statements, prospectuses, proxy statements or other documents
with the U.S. Securities and Exchange Commission ("SEC"). This communication is not a
substitute for any registration statement, prospectus, proxy statement or other document
Endo and/or Auxilium file with the SEC in connection with the proposed transaction. INVESTORS AND
SECURITY HOLDERS OF AUXILIUM ARE URGED TO READ THE REGISTRATION STATEMENT, PROSPECTUS, PROXY
STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The definitive proxy statement (when available) will be mailed to stockholders of Auxilium.
Investors and security holders will be able to obtain free copies of these documents (when
available) and other documents filed with the SEC by Endo through the web site
maintained by the SEC at http://www.sec.gov. CERTAIN INFORMATION REGARDING PARTICIPANTS Endo and
Auxilium and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies
from Auxilium stockholders with respect to the proposed transaction under the rules of the
SEC. Security holders may obtain information regarding the names and interests of
Endo's directors and executive officers in Endo Health Solutions Inc.'s ("EHSI") Annual Report on Form 10-K
for the year ended December 31, 2013, which was filed with the SEC on March 3, 2014, and
Endo's proxy statement for the 2014 Annual General Meeting of Shareholders, which was
filed with the SEC on April 29, 2014. Security holders may obtain information regarding the names and
interests of Auxilium's directors and executive officers in Auxilium's Annual Report on Form
10-K for the year ended December 31, 2013, which was filed with the SEC on February
28, 2014, Auxilium's proxy statement for the 2014 Annual Meeting of Stockholders, which was filed with the
SEC on April 10, 2014, and the materials that will be filed with the SEC in connection with
the proposed transaction. These documents can be obtained free of charge from the
sources indicated above. Additional information regarding the interests of these participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will also be included in the proxy statement and other relevant materials to
be filed with the SEC when they become available. FORWARD-LOOKING STATEMENTS This
communication may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and
Canadian securities legislation. These forward-looking statements include, but are not
limited to, statements regarding the proposed transaction, the financing of the
proposed transaction, Endo's and Auxilium's expected future performance (including expected results of operations and
financial guidance), and the combined company's future financial condition, operating results,
strategy and plans. Statements including words such as "believes,"
"expects," "anticipates," "intends," "estimates," "plan," "will," "may," "look forward," "intend," "guidance," "future" or similar
expressions are forward-looking statements. Because these statements reflect Endo's and
Auxilium's current views, expectations and beliefs concerning future events, these
forward-looking statements involve risks and uncertainties. Although Endo and Auxilium believe that these
forward-looking statements and information are based upon reasonable assumptions and
expectations, readers should not place undue reliance on them, or any other forward
looking statements or information in this communication. Investors should note that many factors, as more fully
described in the documents filed by Endo with the SEC and with securities regulators in Canada
on the System for Electronic Document Analysis and Retrieval ("SEDAR"), and by
Auxilium with the SEC, including under the caption "Risk Factors" in EHSI's Form 10-K and Endo's Form 10-Q and
Form 8-K filings, and in Auxilium's 10K, 10-Q and 8-K filings, as applicable, and
as otherwise enumerated herein or therein, could affect future financial results and
could cause actual results to differ materially from those expressed in forward-looking statements contained in this
communication. Important factors that, individually or in the aggregate, could cause actual
results to differ materially from expected and historical results include, but are not
limited to: |