SEC Filing | Endo International plc

View:

Download DOC

Download PDF

Download XLS

425

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 slides were used in connection with a presentation to employees on October 10, 2014:

Rajiv De Silva

President and Chief Executive Officer

Endo Town Hall

Fall 2014

Additional Information

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

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.

All trademarks, service marks, trade names, product names and logos appearing in this presentation are the property of their respective owners.

XIAFLEX

, Testim

, TESTOPEL

STENDRA

, edex

, Osbon

ErecAid

, STRIANT

, Theo24

, Semprex

-D, dilatrate

-SR and robaxin

and the related logos are the property of Auxilium.

All other trademarks, service

marks, trade names, product names and logos appearing in this presentation are the property of Endo

Forward-Looking Statements

•

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'sabilityto

achievesignificant

upside

potential

forshareholders

byaccelerating

the

growth

XIAFLEX®

and

other

products?

the

resultantcombined

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.

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 regardingthe 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

Canada

the

System

for

ElectronicDocument

Analysisand

Retrieval

("SEDAR"),

and

Auxilium

with

the

SEC,

including

under

thecaption

"Risk

Factors"

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

differ

materially

from

expected

and

historical

resultsinclude,

butare

not

limited

to:

Our Journey to Date

Restructured for efficiency and strengthened the organization

Increased focus on core businesses to maximize organic growth potential

Divested HealthTronics due to limited fit with company strategy

Transformational transaction with Paladin Labs resulting in re-domicile to

Ireland establishing a flexible international corporate structure

Successfully completed and integrated multiple value creating acquisitions

Advanced the pipeline across all businesses

Met or exceeded all financial targets to date

Aligns with Endo’s strategy of pursuing accretive, value creating growth opportunities

Enhances Endo's branded pharmaceutical business with the addition of Auxilium's

leading men's healthcare products and development portfolio

Accelerates growth of and maximizes value of Auxilium’s products by leveraging

strengths of combined company

Enhance the long term organic growth for combined branded pharmaceutical business

Expand R&D capabilities and development programs

Generates significant synergy opportunities in addition to Auxilium’s announced

restructuring

Creates company with enhanced financial flexibility, proven M&A platform and

established corporate structure

The Next Step: A Compelling Combination

Auxilium Snapshot

Specialty biopharmaceutical company with a focus on developing and

commercializing innovative products for specialist audiences

Emerging leader in men's healthcare and has strategically expanded

its product portfolio and pipeline in orthopedics, dermatology and

other therapeutic areas

Broad range of first-

and second-line products across multiple

indications with strong R&D capabilities and pipeline

Portfolio of FDA-approved products in the urology, orthopedics and

other areas in the U.S., and in select international markets

Ticker:

NASDAQ “AUXL”

Headquarters:

Chesterbrook, Pennsylvania

Founded:

1999

Headcount:

~480 employees

(1) –

Reported Total Net Revenues for the 12-month period ended June 30, 2014

Endo executing strategic plan to enhance shareholder value

Meeting or exceeding financial targets

Maximizing the growth potential of core businesses

Continued investment in de-risked R&D

Lean and efficient operating model

Pursuing accretive value creating M&A that delivers compelling financial returns and future

organic growth options

Value creating combination

Addition of Auxilium’s XIAFLEX®, STENDRA®

and other products complement Endo’s

branded pharmaceuticals portfolio

Opportunity for XIAFLEX®

in potential new indications supports long-term organic growth

Combined

company

will

have

broad

range

therapeutic

options

men’s

health

Enhanced operating efficiencies

Combination Aligns with Endo’s Strategic Direction

Auxilium’s FDA-approved products in urology, orthopedics, and other areas are

natural complements to men’s health and pain products in Endo’s branded

pharmaceuticals portfolio

Endo expects to optimize Auxilium’s portfolio of products by leveraging scale,

competencies and resources

Drive increased adoption and continued strong performance for Auxilium’s XIAFLEX®

and

STENDRA®

Support development of XIAFLEX®

for potential new indications

Optimize Auxilium’s broader portfolio

Combined company will be well positioned to drive organic growth

for branded

pharmaceuticals business

Accelerating Organic Growth

Select Highlights of Complementary Product Portfolio

Men’s Health / Urology

Orthopedics / Pain

Other Specialty