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 15, 2014:
 ©2014 Endo Pharmaceuticals Inc. All rights reserved.
Auxilium & Endo:
A Compelling
Combination
Rajiv De Silva
October 15, 2014 |
 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.
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
Additional Information
©2014 Endo Pharmaceuticals Inc. All rights reserved.
2 |
 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:
•
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.
Forward-Looking Statements
©2014 Endo Pharmaceuticals Inc. All rights reserved.
3 |
 Who is Endo
International plc? Endo International plc is a global specialty
healthcare company focused on
improving patients’
lives while
creating shareholder value. Endo
develops, manufactures, markets, and
distributes quality branded
pharmaceutical, generic and device
products through its operating
companies.
Endo has global headquarters in Dublin,
Ireland and U.S. headquarters in
Malvern, PA.
©2014 Endo Pharmaceuticals Inc. All rights reserved.
4 |
 Endo International
plc Companies 5
©2014 Endo Pharmaceuticals Inc. All rights reserved.
|
 Company
History ©2014 Endo Pharmaceuticals Inc. All rights reserved.
6 |
 TEAMWORK
TEAMWORK
Unite to deliver
superior results
Endo’s Vision and Key Values
©2014 Endo Pharmaceuticals Inc. All rights reserved.
7
To become a leading global specialty healthcare
company that improves lives while creating value
CUSTOMER FOCUS
CUSTOMER FOCUS
Commit to
creating value
RESULTS DRIVEN
RESULTS DRIVEN
Perform to exceed
expectations
LEADERSHIP
LEADERSHIP
Aspire to excellence
INNOVATION &
INNOVATION &
CONTINUOUS
CONTINUOUS
IMPROVEMENT
IMPROVEMENT
Drive for relentless
progress |
 Our Roadmap to
Success ©2014 Endo Pharmaceuticals Inc. All rights reserved.
8
Be nimble and entrepreneurial
Be the best manager of assets
Deliver relevant products to market
Be efficient acquirers and integrators
of new businesses
Stay a step ahead and outperform our
competitors
Embrace high performance standards
Act in a compliant and ethical manner |
 Expanding Presence
Globally ©2014 Endo Pharmaceuticals Inc. All rights reserved.
9 |
 Endo and Auxilium:
A Compelling Combination ©2014 Endo Pharmaceuticals Inc. All rights
reserved. Creates value for patients, customers and shareholders
Establishes a leading branded specialty pharmaceutical business with a
focus in men's healthcare, pain and rare/orphan diseases
Accelerates organic growth and maximizes value of key products
leveraging strengths of combined company and economies of scale
XIAFLEX®
(for Dupuytren’s Contracture and Peyronie’s Disease)
STENDRA®
TESTOPEL®
AVEED®
Expands R&D capabilities and development programs
XIAFLEX®
in new potential indications
BEMA buprenorphine
Builds
on
a
platform
with
enhanced
financial
flexibility,
proven
M&A
capabilities
and
an
established
corporate
structure
10 |
 Select Highlights
of Complementary Product Portfolio Men’s Health / Urology
Men’s Health / Urology
Orthopedics / Pain
Orthopedics / Pain
Other Specialty
Other Specialty
Testosterone Gel 1%
Authorized Generic
©2014 Endo Pharmaceuticals Inc. All rights reserved.
11 |
 Bringing our two
organizations together will require us to look for efficiencies in overlapping
areas There will be some workforce reductions
Commitment to transparency, fairness and speed in integration
post-close
True value of combination is in accelerating long-term growth
potential
Commitment to required investment
Aspiration to retain as many high performing employees as
possible
Remain focused on what you can control—performance
against your goals
What Does This Mean For Employees of Auxilium?
©2014 Endo Pharmaceuticals Inc. All rights reserved.
12 |
 We expect the
close of this transaction to take place in first half of 2015, subject to:
Regulatory approval in the U.S.
Auxilium stockholder vote
Other customary closing conditions
Until the closing of this transaction, Endo and Auxilium will
continue to operate as independent companies
While integration planning will commence, no decisions can
begin prior to the close of the transaction
Structure of integration planning team will be
communicated shortly
Team leads will be appointed from both companies
Next Steps
©2014 Endo Pharmaceuticals Inc. All rights reserved.
13 |
 QUESTIONS?
14
©2014 Endo Pharmaceuticals Inc. All rights reserved.
|
 ©2014 Endo Pharmaceuticals Inc. All rights reserved.
15 |