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Square Pershing No. deemed Rule from of Exchange Valeant Capital 425 Allergan’s Square Valeant filed under Act Management, Pharmaceuticals under Capital Pharmaceuticals of the Largest 1934 Rule Securities Management, 14a-12 Shareholder L.P. International, Act International, of L.P. Inc.: Inc. 001-14956

2 Disclaimer ADDITIONAL International, L.P. Commission connection PROSPECTUS INFORMATION holders http://www.sec.gov. “participants” Ackman amended acted deemed the SEC (“Pershing upon, will participants by may from with Valeant if be (the be Inc. any, under time able Square”) INFORMATION AND the deemed “SEC”). ABOUT (“Valeant”) in to proposed on in SEC Pershing connection OTHER time. obtain any April to and rules This THE solicitation beneficially Except 21, free Valeant transaction. Square, has DOCUMENTS in communication PROPOSED 2014. with any copies This made as (and, solicitation a PS described of communication The potential own for of Management Allergan INVESTORS additional if these athe business a TRANSACTION. FILED negotiated is in equity Valeant-Allergan documents of not or the Allergan a Valeant definitive WITH combination Schedule GP, does substitute securities AND transaction LLC, not (if shareholders THE shareholders SECURITY and constitute proxy 13D, Any PS for of business SEC transaction when Allergan Fund any definitive is none soliciting agreed, CAREFULLY proxy available) an 1, in HOLDERS in of combination. LLC, offer respect described respect the with statement, proxy Allergan) material individuals to William Allergan, and of of buy statement(s) OF in IN a a other referred Valeant Information or Valeant Pershing may registration THEIR VALEANT A. solicitation listed documents Inc. Ackman, file proposal to proposal (“Allergan”). ENTIRETY (if one above Square’s inand regarding statement, this or AND of William filed more has when an for paragraph for statement ALLERGAN offer a a a with IF direct registration available) business the In business prospectus F. AND furtherance to Doyle, the names can sell or on SEC WHEN indirect combination combination be any Schedule will and Jordan ARE statements, or by obtained securities. be other of interests Pershing THEY interest, URGED this mailed H. 13D document Rubin, free proposal with with proxy BECOME in This initially Square to by TO of Allergan Allergan. Allergan stockholders security Ben charge communication statements READ and Pershing and/or filed Hakim, AVAILABLE subject and from is holdings Pershing THE with available Valeant Valeant Square, or of and the PROXY to the other Allergan sources Roy future relates or Square, SEC through of Valeant in otherwise, documents AS J. Valeant the STATEMENT(S), on developments, Katzovicz to and/or THEY indicated PS soliciting April athe and/or proposal Management and in web Valeant, WILL with 21, Allergan in above. persons Allergan site 2014 material the which Pershing CONTAIN maintained as U.S. future (the REGISTRATION or applicable. GP, related Valeant may in Valeant Securities “Schedule may LLC respect Square file IMPORTANT to by be Pharmaceuticals and Valeant with or Investors the deemed of Capital and the 13D”), William Allergan the SEC matters Exchange STATEMENT, who SEC Management, at and as A. may it filed in to security may be be with be

3 Disclaimer DISCLAIMER nor including Pershing indicated, inclusive annual No directors, therefrom. tax, acting position Square representation, does financial, as and manages hereby regarding it Square’s an and officers, the the By constitute quarterly advisor loss may information accounting presenting disclaims The funds of conclusions. not employees, Allergan, warranty or information principal. reports professional contain fiduciary that any this or in are other or and Valeant this duty information, all agents, Pershing in undertaking, The in other presentation of the advice to advice. any this information the provide and business shareholders reports respect presentation information Square to the This none you expressed any proposed speaks filed of presentation in recognizes or of contained trading updates connection Pershing to by or is that only any advisors, Valeant for or– Valeant-Allergan you implied, or other informational as buying in that and changes Square of require with this and there party. the as the presentation and providing is to, Allergan date information or or in to may or None selling its will order the of purposes in business affiliates be this relation analyses be of with this confidential to –is Pershing made presentation. securities evaluate contained subject information. the only, combination. or to, contained and SEC. associates, the and Square in Allergan no information and accuracy herein You all this responsibility Permission financial Funds respects here Pershing or should presentation or is and its including, or any not managed affiliates in completeness Valeant to rely instruments. investment of to the Square the or their quote on possession shall disclosure liability without by or and your respective may third-party associates, Pershing not the advice own It of buy, is constitute is limitation, transactions the of or set possible independent or the sell, directors, will Square information forth reports or acompanies recommendation be cover any an in the that accepted and described the offer of in officers, manner or there analysis their this its reports contained otherwise to discussed affiliates presentation sell will by respective or employees, in to Pershing filed or type be this or assess in a change solicitation developments are in by solicitation the presentation. of this directors, invested Allergan any has presentation, the Square agents, the presentation accuracy been Pershing form to or in of officers, and neither shareholders buy in You Allergan its an of the Valeant and Square affiliates or offer its should that future any sell sought investment employees, completeness to could common other any investment. with purchase review or that or nor securities. advisors, associates, lead the information, cause obtained. in stock agents, Valeant’s SEC. these any Allergan of Pershing all is and security All Except companies or shareholders providing information This investments errors other any and for Square presentation where of or Allergan’s any securities. therein their investment investment, to reason. contained to otherwise or disagree respective involve change advisors, ormost is Pershing omissions Pershing not product, with legal, risk, herein. its recent all is

4 Disclaimer Non-GAAP This considered understanding excluding assessing Square companies presentation believes the certain in only Financial comparability Valeant’s ofthese as Valeant’s items includes supplemental financial Measures that and certain and between Allergan’s it believes measures Allergan’s to, non-GAAP and periods are industry. not are not financial as of commonly financial representative superior Valeant’s These performance. non-GAAP measures, to, used and financial of by Allergan’s Valeant’s investors including Pershing financial measures respective and to Square but measures evaluate prepared Allergan’s notfurther limited abilities companies’ should inrespective accordance believes to tonot cash generate be performance. net that core considered with income these cash businesses. GAAP. from financial and However, as operations alternatives EBIT Pershing Pershing measures (collectively, the Square sufficient use Square toare performance of believes useful these also “non-GAAP to non-GAAP pay believes financial that taxes, measures the that financial metrics to presentation financial service these derived to measures”). financial assess debt measures in ofaccordance and these operating measures to in These financial undertake thiswith performance presentation non-GAAP provide measures GAAP. capital investors financial expenditures. from may enhances vary period with measures from an a useful to investor’s Pershing period that should tool ofby other for be

5 Disclaimer Forward-looking financing condition, “estimates,” include uncertainties assumptions, and looking if applied ability capital on Valeant’s obligations the attributable These undertakes ahand, ultimate effects impact development availability risks transaction uncertainties forward-looking to expenditures but to statements and (ii) obtain of and Allergan operation of any under are to outcome the “potential,” free uncertainties that risks the governmental competition Allergan’s us not between and obligation proposed regulatory and business or cash Statements relating change cross-default and limited we access, and any and results, commercialization of flow, make uncertainties statements the person any Valeant the “target,” over ability to transaction, from to combination detailed to approvals in ultimate regulation or the strategy unpredictable possible update in This beliefs general, time (iii) provisions; this acting other proposed to and “opportunity,” presentation speak sustain comply by access and presentation any discussed ability expressed and Allergan transaction market and Valeant on Valeant’s of on of could of only funds plans. our merger, meet Valeant’s Valeant to and economic these with and new to the participants; behalf cause as realize were and in grow contains regarding other to Forward-looking products; all are or capital of forward-looking between “tentative,” Valeant’s meet as and Allergan Allergan’s covenants the to and actual are set revenues detailed closing conditions synergies; occur, Allergan, date Valeant’s forth or expressly forward-looking Allergan’s future Valeant credit results and/or hereof. with conditions in the “positioning,” from in and expected other performance. in their including markets; ultimate statements respect and to statements qualified and cash Allergan’s the time business None differ reports respective Allergan’s United Allergan, flow to future statements. to of outcome the time materially the in their “designed,” Pershing may or from or to most States These their transaction, value combined potential in reflect documents indentures including respective debt be Valeant’s operations and recent entirety and identified statements These from Square obligations events results “create,” other business performance company’s annual including the those that forward-looking by businesses and filings in or or of possibilities markets; by this Valeant are their credit any circumstances described integrating or combination the prior “predict,” cautionary with based quarterly of all future respective use (including facilities as its to necessary and/or the of described upon or affiliates that in financial the SEC “project,” statements the when the reports statement. transaction; Allergan after Valeant the any markets words operations expected forward-looking and stockholder they current or violation in the condition, filed the associates, their “anticipates,” “seek,” become include, will date and file Readers CSA. with results expectations of respective not from to of of Valeant approvals, “ongoing,” maintain operating the Important this which, due pursue but or are of time statements. SEC presentation are any and operations “expects,” cautioned reports and to if a not and of and to transaction on not results, time factors “upside,” Allergan, fund their limited beliefs a the grow cured and These timely with and not “intends,” their respective Canadian or strategy that documents their to, in to of the financial “increases” the assumptions, with basis; operations could a reflect place Pershing statements SEC timely respective ultimate Allergan and Securities “plans,” directors, cause undue or actual guidance), filed plans manner, the Square or and outcome regarding actual risks customer reliance with CSA, “continue” and “should,” outcomes. necessary Administrators officers, and that could and the and results and of on are SEC. Allergan Valeant’s uncertainties bases, the Valeant’s include, “could,” trigger employees, any and subject capital to combined All differ of variations the (the a will forward-looking these but offer expenditures, “would,” need default to pricing materially “CSA”) numerous include, reject are agents, company’s forward-looking to for or not acquire of and innovation a similar “may,” their limited shareholders and transaction but operating from assumptions, either are assumptions, Allergan, statements respective future expressions “will,” the to: not through and statements. forwardfinancial with limited strategy or the “believes,” Valeant’s other risks advisors Valeant; related (i) risks and to, cash and

6 Disclaimer Platform In (2) There We Valeant this execute are is presentation, not or always Value Val-gan. aware those a acquisitions risk of we And any that have recognized ifacquisitions so, attempted on the reasonable estimates authority may to value be and terms, for too an projections valuing difficult asset and (3) of Platform integrate Val-gan, to ofaccomplish Platform Value, them which Value effectively. or but we otherwise we refer webelieve provide to as beits that unsuccessful will “Platform the bemarket inapplicable. Value”. should Considerations assign value toin Platform valuating Value. this asset It is possible include management’s that the marketability will not to assign (1) identify any Platform new acquisitions, Value to

Introduction Concentrated, We oOur Pershing 7 seek target to Square own holding toresearch-intensive, Pershing high-quality manages has owns period a track a 9.7% Square approximately for record businesses, stake ourvalue active as inan Allergan investor active, often $13 investments billion with long-term, ain catalyst iscapital generally value-creating to unlock four to value six shareholder years

8 Pershing Square Investment Criteria Durable products/brands Predictable Superior Shareholder-friendly Representative long-term financial Holdings likes growth results capital businesses in allocation freewith cashthe flow following per share qualities:

We Have Patent 9 Huge Price Bloated Value-destroying The traditional pressure investments cliffs overhead Not for Previously in pharmaceutical major many acquisitions and in high-risk, cost products segments Invested structures company low-return in a Pharmaceutical s R&D products to replace are Company not off-patent durable, and drugs growth is not predictable

Why Valeant Valeant 10 Durable Predictable Superior Culture Shareholder-friendly of is products/brands long-term a cost financial specialty isdiscipline Unique growth results capital pharmaceutical and in allocation free operational cash company flow excellence perthat share fits our investment criteria

11 investment 0%500%1,000%1,500%2,000%2,500%3,000%3,500%Feb-08Aug-08Feb-09Aug-09Feb-10Aug-10Feb-11Aug-11Feb-12Aug-12Feb-13Aug-13Feb-14 An 2,544% Valeant 2/1/08: 6/20/10: 9/3/12: 5/27/13: Note: Corporation $1.00 Chart paid Mike Announced Total total TSR Announced to shows changed shareholder Pearson Under new Shareholder in Valeant Valeant the acquisition Mike merger acquisition its appointed total name return shares Pearson’s shareholders Return shareholder with to of from CEO; of on Valeant Biovail Medicis Bausch the Leadership 2/1/2008 Valeant day on return Pharmaceuticals for December & Mike Lomb $2.6bn for share to 4/21/2014 Pearson anfor investment 22, $8.7bn 2010 became International, were inCEO Valeant both has Inc. immediately Pharmaceuticals appreciated Chart assumes reinvested 25xthat International, in six the in years special newincluding Valeant the dividend entity (fka dividend that of Biovail) $16.77 merged reinvestment common paid into toBiovail legacy stock. Corporation Valeant shareholders on September at closing 28, 2010. of the Subsequent merger and to the this special transaction, dividend Biovail of

The Stiritz, Warren 12 Tom Dick Bill John Henry Katharine References Anders, Outsiders: Murphy, Malone, Smith, Singleton, Buffett, Graham, are Ralston General TCI Capital to Eight Berkshire Teledyne The The Purina Cinema Dynamics Unconventional Outsiders Cities Washington Hathaway by author Post CEOs William and Their N. Thorndike, Radically Rational Jr., Harvard Blueprint Business for Success Review Press, October 2012.

13 CEOs The “Capital “What “Cash “Decentralized “Independent “Sometimes, “With Outsiders’ acquisitions, flow, counts allocation chronicled not the thinking in Principles organizations reported the best is patience long a investment in is CEO The essential earnings, run remind is s Outsiders is release most athe virtue… opportunity us to is increase important of long-term entrepreneurial what Valeant produced as determines in is is job” occasional per-share success, your returns energy own long-term and value, of boldness” stock” over and interactions not keep 20x value” overall the both S&P with growth costs outside 500 and and or „rancor size” advisers over 7x down” (Wall their respective Street, thepeer press, groups etc.) can be distracting and time-consuming”

Mike 14 “These conventional “Each All -William received Pearson ran eight N. a highly Thorndike, the CEOs wisdom is same an decentralized Outsider were by combination Jr., fostering not The CEO charismatic Outsiders organization; aof certain derision, visionaries, simplicity made wonder, at nor of least and focus, were skepticism one they avery certain drawn large from asperity to acquisition; grandiose theirin peers their strategic developed and cultures the business pronouncements. and unusual, their press. communications.” cash All flow-based They also were enjoyed metrics; practical eye-popping, and and bought agnostic credulity-straining back in a temperament, significant performance amount and they of systematically stock. over very None long paid tuned tenures…” meaningful out the noise dividends… of

The Stiritz, Warren 15 Tom Dick Bill John Henry Katharine Mike References Anders, Outsiders: Murphy, Malone, Smith, Pearson, Singleton, Buffett, Graham, are Ralston General TCI Capital Valeant to Eight Berkshire Teledyne The The Purina Cinema Dynamics Unconventional Outsiders Cities Washington Hathaway by author Post CEOs William and Their N. Thorndike, Radically Rational Jr., Harvard Blueprint Business for Success Review Press, October 2012.

Presentation V.Appendix IV.Summary I.Why II.Accounting III.How Valuing Platform Durable Growing R&D Superior Organic Shareholder-Oriented and We We “Val-gan” Products Growth Operating Value Markets Acquisition Like Evaluate Summary Considerations Valeant and &Model Categories the Cash Culture Strategy s Transaction Business Flows and Incentive Model Structure

I. Why We Like Valeant’s Business Model

Pershing 18 In Reviewed On In-person Extensive Selective Review the February four of Square local meeting management public parent historical business R&D global bear months 9th, due thesis Due pipeline company 2014 tax and with since diligence development and structure Diligence regional we interviews board our projected executed information initial at of business the on directors pipeline organic Valeant contact country a confidentiality for plans growth with Valeant levelValeant, by and agreement business Allergan we have unit with performed and Valeant, region significant which allowed due diligence us to conduct on the substantial company due diligence

Highly Local Culture Why 19 Low Lower Durable High-growth New Lower-risk, Platform Share Shareholder-Friendly Growth Management Superior % product products We managers buybacks price decentralized of Products Operating for Like products cost higher-return and accretive concentration categories geographies incentives is Valeant efficiency focused determine reimbursement and Model with Capital Cash acquisitions on aligned patent R&D product creating risk Flows Allocation cliffs with risk mix, shareholder shareholders pricing & value distribution strategy

William Senior 20 Massachusetts Harvard McKinsey oGlobal Johnson oGroup oV.P. oBoard WFD oManaging oVenture Ventures for Advisor, of Operating Healthcare Business & F. licensing capital Directors, & Johnson; Doyle Director Company; Institute LLC; Pershing investments School; Committee, & Group 1995-2000 Johnson 2002-present acquisitions of 1992-1995 Square MBA, Technology; in & OTC medical – Johnson Capital 1992 Retained and – Pharmaceutical Worked medical – SB device Section Management, Development Engineering, Mike with device and H Pearson with Mike specialty &R&D Medical L.P. Corp. Bill 1984 Pearson Ackman pharmaceutical Device Group sectors

Durable Products and Cash Flows 21

Patent A During On Durable Do Similar “Patent 22 patent the Cliff not day depend the Cliff” to Products provides consumer period the Products vs. patent on“Durable” of a the legal packaged patent expires legal monopoly monopoly exclusivity Drugs/Medical (the goods “patent toafforded the (usually cliff”), inventor Devices by 20 low-cost, patents years of a drug from for generic or their the medical filing market products of device position the can patent for enter a limited application), the market. period If superior of generics time profit enter, margins sales of are more possible expensive, (and necessary previously topatented recoup the products cost ofusually developing decline thesubstantially drug/device)

Source: The 23 0%10%20%30%40%50%60%70%80%90%100% % Devices Over-the-Counter Prescription 18% Generics Patent Durable 85% ofVast 2014E Cliff Valeant 21% Products healthcare Majority Rx Revenue (“Rx”) 15% Presentations, (“OTC”) of products 41% Valeant’s 20% are April Revenue more 22, comparable 2014 is Durable and to January high-margin 14, 2014 consumer at JPMorgan products Conference than to traditional, patented pharma products

Prescription ~60% Already Too Difficult Generics Strong oExample: The 24 Source: Majority small of brands Company off-patent to Rx not to Efudex Tetrix Retisert Wellbutrin Obagi manufacture (“Rx”) revenues attract physiologically of with Prescription Hydroquinone Presentation, patient/doctor revenues generic (~26% XL entrants Drug equivalent are of April total) expected loyalty Revenue 22, are 2014. durable: tois be Durable 41% of total 2014 revenues

Valeant 25 Unlike Products Top Rest 18% Revenue 70% The Source: top 10 of most Products Portfolio Company 10 has Contribution 11—20 products Low traditional 12% Product presentation ofby Merck pharmaceutical Products Concentration and January Pfizer 2014E companies, 14, Risk represent 2014 at ~50% JPMorgan Valeant of has revenues Conference a highly diversified product portfolio minimizing product concentration risk

Valeant 26 Valeant’s Cash Government 75% Revenue Source: / Private Company has Contribution products Lower Pay Payer 25% presentation are Price by predominantly and Payer Reimbursement January 2014Ecash-pay 14, 2014 Risk or atreimbursed JPMorgan by Conference private insurers

Growing Markets & Categories 27

Derm Rx Categories 28 Growing Doctors Receptive Cash-pay Valeant Source: Valeant U.S. or faster / or to Pod, patients with reimbursed new Category than 19%Consumer, Attractive Internal products make global Mix through Documents. product Growth and pharma (2014E) line 14%Aesthetics private choices Drivers market extensions Management insurance / PDT, Interviews 13%Neurology, 12%Ophthamology Rx, 11%Surgical, 6%Generics, 6%Lens, 4%Dental, 4%Other, 12%

International, 29 U.S./ Western Eastern Japan Latin Emerging China Patented India Durable Branded Over-the-Counter Valeant Devices Generic ~30% Source: Canada America of Europe Company executes Prescription Europe Generic Prescription 2014 Asia Not estimated product Global Presentation, sales mix, are distribution, April in emerging 22, 2014. and markets promotional Managementstrategies interviews. to drive growth in attractive geographies

Industry-Leading United 30 19 Estimated Emerging More Source: planned than States Company Markets new-product 300 product product New Presentation, launches Product launches peak sales in Launch 2014 April planned of $1.3bn 22, Program in 2014. 2014 to $2.3bn

8%9%6%11%13%12%9%10%7%0%2%4%6%8%10%12%14%201120122013Developed Durable 31 Organic Valeant’s Pro-Forma Excluding Source: 2011, Franchise growth pro-forma the Organic 2012, impact has with Growth consistently 2013 organic ofAttractive generic Year growth, End entry, been Growth Earnings excluding mid FX to adjusted high Press the single-digit impact Release of generic entry, highlights the ongoing MarketsEmerging growth potential MarketsTotal of the durable Product business Sales (~85% of total)

R&D and Acquisition Strategy 32

Traditional High-risk, 33 The Large, Discovery Only High-Risk Total Low-Return A 4.8% (1)“Getting (2)“The (3)“Measuring 10Traditional 4% industry cost to fixed-cost Pharmaceutical 15-year of per low-return Formulation Pharma Pharmaceutical pre-clinical drug average the model investment R&D Return $1.3bn, R&D ROI organization Pre-clinical compounds Industry Model from up on R&D to10x R&D develop Pharmaceutical is and Back since Broken trials become investment(3) Global a on 1975(2) Scale-up novel Target”; approved Health drug(2) Innovation Clinical Mark Facts medications(1) E. and in trials Bunnage; 2013”; Figures Deloitte 2012”; Nature / IFPMA. America, Thomson Inc. Reuters.

High30, December “Roche May “Elan, July Market Source: 34 7, Risk Wyeth 2012 Cap Drops Bloomberg 2008 “Traditional” 4,Decline 2006 tumble After “End Market Halting Day on of R&D Alzheimer’s ofDrug Data Announcement Cholesterol Model Trialstudy” Is Drug a Big -$21bn Development” Loss -$14bn for Pfizer” -$5bn

Focused Line New Prescription High-probability No Low, Outsource Valeant: 35 high-risk pre-set extensions indications branded fixed-cost on Lower-Risk, non-core R&D lower-risk, to discovery generics OTC and R&D and spend development R&D re-formulations switches strengths Higher-Productivity Infrastructure higher-reward as R&D a functions percentage for programs existing programs of (Phase revenue drugs R&DIIIs)

Line extensions New Prescription High-probability Low-risk Example: Track 36 indications branded Record New Acanya Retin-A 300 Bedoyecta Luzu Jublia to generics of new Chemical OTC and and R&D development Micro product re-formulations switches strengths Productivity Entities .08% launches for programs (NCE existing expected s) (Phase drugs inIIIs) 2014

7 19 37 Peak planned sales late-stage potential: launches pipeline $1.3—2.3 inProductivity 2014 projects billion Valeant ~2% Industry-leading Valeant’s Track Source: of Record revenue Company standalone superior of R&D productivity public R&D estimated $1.4—3.4 productivity presentation 2015 R&D is April indicative spend: 22, 2014. ~$200 of its Pershing million investment Square discipline estimate and of cost-focused 2015 R&D spending culture is based off of Valeant’s ~$200mm run-rate end of 2014 spending rate

Valeant’s 38 Valeant Traditional ~77% ~29% ~75% ~22% ~3% R&D ~28% ~19% EBIT ~50% Gross Targeted, SG&A 1Traditional Margin Model high-return R&D disciplined Pharma(1) Pharma (2013)2 Spending represents focus R&D ison is Focused alower-risk, the driver average and of organic Productive higher-return of Pfizer, growth Merck, R&D with Eli an projects industry-leading Lilly,has andled Bristol-Myers to an number R&D ratio Squibb of product that (2014 is launches lower Est)than based planned peers on Sanford for 2014 Bernstein estimate. 2 Valeant 2013 Q4 Earnings Press Release

Larger Smaller, In-licenses Acquisitions Declining Effective CEO Core 39 Valeant Competency Mike acquisitions is bolt-on acquisition products afrom Pearson nimble of sub-scale acquisitions one-product in neglected of acquirer isLicensing and personally traditional integration companies of of companies by attractive & products other involved pharma Acquisitions process without companies easily businesses, / in device evaluation, adequate integrated companies that large can distribution negotiation into return and with Valeant’s small to bloated growth and execution efficient, cost with structures promotion international of transactions and unproductive distributionR&D infrastructure spending

Licensing Licenses 40 Management Acquisitions Collectively, Valeant Source: Management management & &Acquisitions Acquisition have since has completed been 2008, expects interviews highly Track Valeant 100+ the accretive Record majority has acquisitions earned of a the >20% and company’s licenses, unlevered investing future return free $19bn+ (before cash flow tax since will efficiencies) 2008 be allocated on its toacquisitions its value-creating acquisition strategy

Superior Operating Model 41

-William 42 “[Henry] general “Singleton managers Singleton N. was Thorndike, anof iconoclast [the the CEO Jr., business The and of Outsiders Teledyne] units. the idiosyncratic This believed was very path indifferent an heextreme chose from toform follow theof approach caused organizational much of his comment peers, decentralization who and typically consternation with had a wafer-thin elaborate on Wall headquarters corporate Street and staff in staffs the at headquarters business replete with press. and vice It operational turned presidents out that and responsibility he MBAs.” was right and toauthority ignore the concentrated skeptics.” in the

Product Not Partner SG&A No Country Highly 43 pre-set all products Decentralized zero-based locally mix, / business percentages price, where in for unit all and it Operations markets products of managers distribution makes revenue sense and compensation for region optimized sales & marketing for aligned each region with expense local business performance

“We 44 quick Valeant Mike will decisions Pearson, has operate a Culture based 2010 a low-cost Chairman of onCost internal operating Efficiency s resources, Letter modelour in all willingness that we do. to In all essence, wear different we will hats continue at different to apply times.” a low-margin operating mindset to a high-margin business. We will take pride in our frugality, our ability to make

Small Manage Zero-base No Expect Low Culture 45 pre-set gross-margin corporate industry-leading of strategy, all Cost percentages SG&A Control function capital mindset categories of and employee allocation, / revenue extremely in Productivity a high or productivity legal gross-margin limited annual and budgets overhead financial business controls

1Traditional Valeant’s The 46 Valeant Traditional ~77% ~29% ~75% ~22% ~3% R&D ~28% ~19% EBIT ~50% Gross SG&A pharmaceutical Margin has Model Cost Pharma(1) achieved Pharma Structure (2013)2 industry represents oneis of a the s Competitive high the most average gross competitive margins Advantage of Pfizer, SG&A have Merck, supported ratios Eli in Lilly, wasteful the industry, and SG&A Bristol-Myers while and continuing R&D Squibb spending to (2014 grow Est) organically based off Sanford Bernstein estimate. 2 Valeant 2013 Q4 Earnings Press Release

Organic Growth 47

Why Consider 75% 25% Consolidated Analysts The We 48 As the believe market of Detailed negative revenue would a company valuing does revenue Growth growth likely grew notthis do with at growth assign Disclosure business a business 10% -30% good the a following =multiple job 0% shrinks, as isvaluing a Important 0% to growth consolidated grower the a business this characteristics is business wrong comprised growth based will of on increase segments its 0% to consolidated with the growth materially growth rate different of the rategrowing growth business prospects

Organic Valeant Same Pro-Forma 1) 2) 3) 4) 49 Including Excluding Store provides is Revenue the For the the only Acquisitions effect effect detailed Growth major of ofgeneric pharmaceutical organic Disclosure generic (Assumes entry growth entryacquired company transparency, companies that discloses reporting were purchased organic growth in growth four at the different beginning ways of the to assist prior investors reporting in period) valuing different components of the business

Durable Organic As 50 Investors Only Reported Temporary (1)Valeant the ~7% portfolio portfolio Growth corporate who of Public effect Valeant’s do subject Measuring not of growth Presentation growth new adjust revenue to generic rate new rate for Underlying January generic the (~1/2 competition impact of competition 14, Growth the of 2014 total new at at patent generic Valeant JPMorgan winds cliff competition down, revenue) Conference reported willcorporate face underestimate new growth generic the will competition growth approach rate by of the 2016, the growth durable andrate thereafter portfolio of the durable a relatively portfolio small percentage of the business is at risk in any year1

Measuring Organic Pro-Forma Excluding 2011 2013 Developed Emerging Total Note: acquisitions Source: 2012 Product 2011 2011, Growth growth, Markets the 2013 Underlying Markets Organic and completed Sales 2012, impact 2012 Q1 excluding 11% Growth 9% 8% Q2 Q1-Q4 organic of Growth during 10% Q3 9% 13% generic the Q4 6% 2013 7% 12% growth the impact 1% entry, 4% Valeant period 11% 3% 6% rates of FX-adjusted 4% 12% 6% new but Earnings are 10% 11% not 13% generic not for adjusted 13% Press acquisitions competition, Release to exclude completed 51 hasthe been impact in consistently future of generic periods mid entry. (e.g. to high 2011 The single-digit impact is not pro of generic forma for entry 2013 was acquisitions). immaterial in 2011 and 2012. Growth rates for all periods are pro forma for

Shareholder-Oriented Performance Culture and Incentive Structure 52

-William 53 “[T]he informed outsiders N. all Thorndike, aspects (who ofoften how Jr., The they had Outsiders complicated ran their companies balance – sheets, from the active way acquisition they paid programs, for acquisitions and high and debt managed levels) their believed balance the sheets key to tolong-term their accounting value creation policieswas andto compensation optimize free systems.” cash flow, and this emphasis on cash

Capital Valeant’s 54 Management Acquisitions These Share Valeant Between Source: Repurchases acquisitions Allocation Management management has 2008 capital been has and allocation completed an at have 2012, aggressive Valeant expects Interviews been Valeant strategy 100+ highly the buyer majority repurchased acquisitions reflects accretive of its of stock management’s the due $2.5bn and company’s to licenses, superior of stock focus investing future cost and on structure convertible free creating $19bn+ cashand flow shareholder since bonds operating will 2008 be allocated value model to its value-creating acquisition strategy

Management 55 Mike CEO Annual Up Long-Term 50% Source: Annualized % Michael <15%0%15%100%30%200%45%300%60%400% of toperformance time-vested PSUs Mike Pearson 200% Cash Valeant Pearson Pearson vesting TSR Incentive of Incentive Is and base Incentivized 2014 & (IRR) stock share his Howard and salary Compensation team Schedule options Compensation his units; possible own senior Schiller To three-year 14A Create significant team if goals Shareholder have annualized stock are the achieved potential in Valeant, Value Total to Shareholder be further richly aligning rewarded Return management (TSR) for outstanding vesting with shareholders. long-term share Pearson price performance owns ~10.6mm shares (or ~$1.3 billion) which he is restricted from selling until 2017

Valeant’s 56 ABI: BKW: HNZ: Efficient Superior Revenue Investments 3G Acquisitions (1)Deutsche Case has $175bn bought bought achieved Studies capital and operators Culture for Bank market Feb. ingrowth allocation extraordinary Oct. and estimate, 2013, and development cap, 2010, Execution capital EBITDA 511% and April TEV allocators success operational TSR Reminds from 8, opportunities margins 2014. last $4bn inenjoy decade various Us efficiency are to of unique, already $11bn 3G (20% businesses allow in enduring up p.a.) 3.5 ~300-400bps Outsider years by implementing advantages CEOs to ~29%1 to within take a culture advantage an industry of efficiency, of opportunities cost discipline, others cannot zero-based profitably budgeting, pursue and shareholder-oriented capital allocation

II. Accounting Considerations 57

-William 58 “In another N.departure Thorndike, from Jr.,conventional The Outsiders wisdom, Singleton eschewed reported earnings, the key metric on Wall Street at the time, running his company instead to optimize free cash flow.”

Understanding We 59 To evaluate believe GAAP Valeant Valeant’s accounting s business Financials does performance, a poor job we tracking believethe one economic first needs performance to translateof GAAP platform earnings businesses into economic like Valeant earnings

Source:Cash Valeant’s 60 ~$4.5bn 2011—2013 2013 2012 2011 $mm GAAP Net 2011, Difference GAAP Income From 2012, Net Operations has 2013 Income not Valeant been Does a good Form Not Track proxy 10-k. Cash for Valeant’s Flow free cash flow

Valeant’s 61 GAAP + Cash Valeant Source: Inventory Acquired Restructuring Amortization Asset Change Debt Non-Cash Other Net Net Extinguishment Impairments Valeant (Acq.-Related does Income Definition in Income In-Process Step-Up Interest Taxes Fair not of & Q4 add Value Intangible Integration 2013 Expenses of Reversal back Litigation R&D Cash Loss ofEarnings Contingent stock-based Impairment (Gain) Assets Net Acquisition (COGS) Settlements, Income Press Consideration compensation, Release Costs Gain/Loss depreciation, on Sale) or ordinary-course legal expense

Reconciliation 62 These Source: GAAPNon-GAAPEarningsAdj.Cash of (Income)234 65 Sales3%3%Contingent % Tax adjustments Valeant Rate34%3%Net (234)—Operating of Q4 Valeant are 2013 required Earnings 2013 Consideration Income to GAAP Income(410) translate (Loss)(864)$ Press EarningsTotal Net FV Release GAAP Income Adj.(29) 3,270 2,909$ earnings to 2,860 Revenue5,770—5,770 29—Acquired “Cash 2,046$ %to of Net economic Sales-7%50%Interest Net Income” Income In-Process earnings Cost Attributable R&D of Goods Expense836 Impairment154 toSold Noncontrolling (Ex(89) Int. (154)—Restructuring 747 Ammo)1,905 Int.2—2 Other Income/(expense)(69) Net (436) Income(866)$ & 1,469 Acq.% Costs551 Gross 2,909$ 66 (3) Margin67%75%SG&A1,305 (551)—Amortization 2,043$ Pre-Tax Income(1,314) of Intangible 3,425 (22) 2,111 1,283 Assets1,902 Tax % of Provision/(Recovery)(451) Sales23%22%R&D157—157 (1,902)—Other Expense/ 516 %

Cash Four 63 These A Source: Major Costs551$ one-time large Net non-cash Adjustments:AmountNon-Cash Valeant Income adjustments Total cashcharges Q4 charge “Major Reconciliation: 2013 comprise that are Adjustments“3,043$ Earnings required economically ~90% Major Press by Expenses of GAAP Adjustments Release Valeant’s should Other purchase Amortization beAdjustments382 pre-tax capitalized accounting, income of as Intangible purchase adjustments but Total doOperating not Assets1,902$ consideration reflect Inc. a loss Adjustments3,425$ Inventory rather of economic than Step-Up expensed value Reversal in for the Valeant income (COGS)436 statement Acquired In-Process R&D Impairment154 Cash Expenses Restructuring & Acq.

III. How We Evaluate the Transaction 64

PS %9-10: 07Apr-08Apr-09Apr-10Apr-11Apr-14Apr-15Apr-16Apr-17Apr-21Volu 25Feb-26Feb-27Feb-28Mar-03Mar-04Mar-05Mar-06Mar-07Mar-10Mar-11Mar-12Mar-13Mar-14Mar-17Mar-18Mar-19Mar-20Mar-21Mar-24Mar-25Mar-26Mar-27Mar-28Mar-31Apr-01Apr-02Apr-03Apr-04Apr65 Allergan Note: April Unaffected Apr. 21, of Chart Volume11131217211516151814101819171516262318222317211912251318182750037303138343901,0002,0003,0004,0005,0006,0007,0008,0009,0000,000$105$110$115$120$125$130$135$140$145Febs share Unaffected 2014. unaffected No share shows Pershing price Share price: Allergan’s and Share share price $116.63 purchases volume Price and price share volume from is $116.63, price, 2/25/2014 data volume, are the as closing toand per 4/21/2014 Capital the price number on IQ. April of shares, 10, me the (‘000 delta-one day shares)Share before options, Pershing Price andSquare forwards (USD)Shares, began purchased its Options, rapid by accumulation Pershing and Forwards Square program Purchased from February by Pershing 25, 2014, SquareVolumeShare the day Pershing Square Price began its purchases, to

Allergan 66 Volume After On During With 1Economic April Pershing reaching the this during Unaffected 9th 31-day period, stake and Square athis 4.99% 10th includes: trading Pershing average period Share out Pershing economic of period averaged Price Allergan volume Square theSquare market, (Cont.) from stake in s 2.8mm common notional Allergan February did on Allergan the not shares shares; morning shares trade shares 25th settled Allergan 1% underlying through declined of to strike, April itsApril stock unaffected to deep 8th, its 1.9mm or 8th, options Pershing in-the derivatives Pershing price accounted money Square ofSquare $116.63 Allergan stopped forthrough ~17% on call trading theof options; its close Allergan derivative ofand trading sAllergan average counterparty Aprildaily forward 10th volume accumulated contracts on a 4.99% common economic stock stake1 in Allergan

Pershing 67 Beginning During these the Square’s on period six thetrading morning of Rapid Pershing days, Accumulation of April Square volume Pershing 11th saveraged rapid Square Program and lasting accumulation acquired 6.6mm through shares 14.0mm program, the and close deep Pershing Allergan of intrading theSquare money s stock on April sAllergan notional price 21st, rose call shares Pershing from options underlying anSquare unaffected and Allergan engaged its derivative price forward in of a$116.63 rapid contracts contracts accumulation to $142.00, represented representing program a 22% 35% 4.7% increase of the of Allergan average daily shares volume outstanding

The Transaction Summary 68 Cash $15bn; Barclays Stock Allergan Exchange Pershing Component: Component: $48.30 Square and shareholders Terms: ratio: RBC per 0.83 Will share Capital Valeant Elect will (based Markets own To shares Receive on ~43% fully financing for of 100% every diluted the pro-forma commitment Stock 1 share Allergan count) company share for 100% of cash component

Allergan The 69 We Between Over believe Transaction the short, now Shareholders the and intermediate, combination gives the close Allergan Will of Participate of and the Valeant shareholders long-term, Transaction, in and Ongoing Allergan we ~43% Allergan expect Value ownership will the shareholders Creation create Transaction of enormous Val-gan will will participate shareholder generate significant invalue any increase shareholder in Valeant value s share price

Valuing Val-gan 70

Sum ofCliff 71 Branded OTC Durable Patent Products: Valuation Discounted Multiple Source: the Valeant Rx Devices Products Generics of ~74% ~26% Methodology Parts after-tax cash Products Rx (of Public flow (SOTP) 2014E profits analysis Presentation Valuation: Sales) April Two Types 22, 2014 of Cash Flow

Val-gan’s ~74% 72 Total Durable Source: Patent Portfolio of Cliff26%Durable74%OTC17%Durable Valeant Portfolio Val-gan Durable Public s Portfolio pro-forma Presentation 2014EApril sales 22, will 2014 Rx30%Generics2%Branded come from durable, growingGenerics16%Durable cash flows Devices9%

The estimated assumptions, organic 2014E Valeant Durable Based on % revenue DurableUS Portfolio: management of Est. risks long-term growth Long-Term Participation and 29.8%4%6%Emerging uncertainties estimates for growth the Growth foreseeable in rates and Fast that Legacy our set Growing may independent forth future” Markets22.0%8%12%Non-US Allergan change above Categories across over are research DurableTotal derived the time entire and and from, analysis, could business, Sales among cause BaseHighBotox19.7%8%10%Facial Developed we including other estimate actual sources, Markets14.8%2%4%Sub-Total66.6%5%8%Total100.0%6%8% results both 6% the to Company to8% differ cliff long-term and materially. management durable revenue Aesthetics4.9%10%12%Breast portfolio. Valeant statements growth. Public Our regarding Presentation estimate estimated is April aAesthetics3.7%3%5%Other5.2%2%3%Sub-Total33.4%7%9%Legacy slight 22, future discount 2014: revenue Valeant to Valeant growth. believes management Those Val-gan statements estimates can achieve are subject “[h]igh to numerous single-digit

Durable Val-gan 74 Big Biotech Large Specialty High Few Generic Focused Low Pharma durable secular exposure product R&D Pharmaceuticals s Portfolio: on Pharmaceuticals durable commodity investment growth assets concentration to competitive, business Few Healthcare categories would low-growth have Trading fewcategories Comparables peers among publicly traded pharmaceutical companies

1RBC 2Based 3Valeant 4ISI Durable Only Perrigo ~78%1 Lower Zoetis >80%4 Major Trading Group abusiness: businesses: Inc. Capital gross handful durable Co. on multiple: Portfolio: Public the Analyst margin Markets closing of – Companion Presentation, assumes ~80% 21x 19x public Private Healthcare Report, than 2014 share Analyst of healthcare Val-gan: label its revenues EPS2 January prices and large April Trading OTC; Report, livestock 2014E and biologic companies 22, are 31, hard-to-manufacture Comparables Bloomberg 2014 January unpatented 2013 Gross animal drug have 6, Margin is health 2014 consensus a or durability patent existing = pharmaceuticals 42%1 generics cliff EPS similar patent asset vs. estimates ~80%3 does to Val-gan not asprovide of s April product market 21, portfolio 2014 exclusivity; animal health pharmaceuticals face lower generic substitution risk than human pharma

Durablelarge Several 76 Source: (1)Multiples xForward Johnson16.636x29x12/10/07Adams Capital Portfolio: Net adjusted portfolios IncomeAnnouncedPriceAdj. IQ Healthcare and downward Wall of durable Street Transaction for OTC research. RespiratoryReckitt a hypothetical products Comparables for Net 25%DateAssetBuyer($bn)ReportedPremium¹10/07/05Boots Income have 25% been Benckiser2.329x23x07/21/10SSL control multiples soldpremium. in represent the last ten multiples years of tax-effected InternationalReckitt EBIT Healthcare excluding Benckiser4.225x20x11/15/12Schiff synergies. Int’lReckitt Benckiser$3.426x20x06/26/06Pfizer NutritionReckitt Benckiser1.526x21xAverage28x23x Consumer HealthJohnson &

Durable We 77 High Strong Brand Product Global Industry Merged 1,000s >70% 5-7% 100s Efficacy 6-8% >70%1 Significant (1)Based *Erratum: believe of Gross Loyalty of Organic Beauty products Company’s Diversity Portfolio: Safety Brand on products Original opportunity there Margins thePrestige Growth Brand average per are Trading presentation Durable company many Prestige for calendar low-risk, similarities Comparables Pharma referred 2013 high-return between gross to Outside “5-7%” margin the innovation of Global Healthcare for L’Oreal, BeautyEstee-Lauder, industry and Val-gan’s and Beiersdorf durable of 71.6%. portfolio

Global 78 Note: The Durable global All Beauty Portfolio: multiples beauty – 2014 P/E Trading areP/E average based Comparables on isBloomberg 24x projected Outside consensus 2014 of Healthcare earnings estimates 24x22x23x28xAverage as of 4/21/2014.

20x22x19x29x28x21xOTC Durable Comparables 79 (1)Multiples There If Val-gan is Portfolio nosassurance durable adjusted Range Comparables portfolio downward that Val-gan M&A were Range: for Multiples s valued a durable hypothetical 19x—29x similar -Adj. portfolio 2014 to for 25% businesses ControlPremium¹Global would EPS control trade that premium. within we believe this range BeautyTrading to be comparable, MultiplesPerrigo then its resulting andrange ZoetisTrading of multiples Multiples could be as follows:

Patent We 80 No Revenues Costs Assumes Assumptions: Life-Cycle use are Cliff a the management that discounted variable after Portfolio merged the Management patent merged cash company cliff is not company’s flow are able zero will is analysis able tonot extend market to enter to reduce value patent share theSG&A the generic exclusivity drops cliff and market to portfolio zero R&D beyond immediately costs the proportionate original afterexpiration theto patent the revenue expireslost from patent cliffs

Patent 81 10% Based We Assumption: Methodology: See Years use sensitize appendix Discount of on Cliff aCash discounted our Portfolio our We analysis for Flow Rate DCF assume model Remaining10yrs10yrs10yrsAnnual cash (Cont.) of analysis Val-gan generic flow to analysis Restasis s annual patent to growth cliff competition value portfolio, the rates cliff of in Growth we 0% portfolio 2024 believe tobased 5% Until until the on Patent portfolio Allergan’s the patent Cliff0.0%2.5%5.0%DCF has cliff, recent an average after patent which remaining filings. cash Value flows life As of fall a ten Multiple to years zero of 2014E Cash Flow6.1x6.8x7.4x

Illustrative If 82 be 2014 % There Portfolio This Durable74%20.0x22.0x24.0xCliff26%6.1x6.8x7.4xBase Assumption: Val-gan Earnings asanalysis Earnings follows: is nosValuation assurance Contribution durable We excludes Multiple assume portfolio Excluding that Platform the Val-gan durable were Value, Platform would valued and the cliff trade Value within pipeline portfolios at the these value range multiples have Business100%16x18x20x of of the earnings multiples merged contributions of company, businesses revenue equal that we to synergies, their believe sales to and contribution belife comparable, cycle management and the cliff opportunities portfolio were valued on the DCF analysis presented, then Val-gan s multiple would

Platform Value 83

These companies Platform Businesses 84 Liberty Media Businesses that execute stock Can prices value-enhancing Be Incredibly have dramatically Valuable acquisitions outperformed with shareholder-focused their competitioncapital because allocation traditional deserve multiple-of-earnings significant Platform or cash-flow Value based valuations do not properly reflect Platform Value

JardenMartin 85 Note: Since Indexed 0%500%1,000%1,500%2,000%2,500%3,000%3,500%4,000%Jun-01Jun-02Jun-03Jun-04Jun-05Jun-06Jun-07Jun-08Jun-09Jun-10Jun-11Jun-12Jun-13Jarden 3/27/02: 2/7/03: 9/2/03: 6/28/04: 1/24/05: 7/18/05: 9/5/06: 4/6/07: 7/9/07: 4/1/10: 10/3/13: 319% 198% 3,268% Total Has Acquired total Acquired Been shareholder Franklin shareholder A Diamond Leigh Pine Pure K2 MAPA Tilia U.S. American Holmes Yankee Successful for joined Mountain Fishing Playing for returns $1.2bn for return Candle Group Brands $155mm $160mm $500mm Household Jarden for Platform are Card of for for $400mm for for Jarden calculated $150mm in for $625mm $1.8bn $110mm 2001, for $240mm from $845mm the per 6/25/2001 company Bloomberg to has 4/21/2014 from achieved June success 25, 2001 as to a April consumer 21, 2014 products with platform, all starting generating values indexed a ~33x to total 100%. shareholder return to-date Corp.S&P 500S&P Mid Cap 400

Jarden’s 86 Franklin Value-creating Maintains Focus Intelligent Capital “Capital “Decentralized Small Budgeting Compensation corporate on allocation Platform allocation has shareholder high use process successfully of program acquisition organizations standards staff; debt Strategy and and is a value business and acquisitions performance CEO rewards for implemented equity and creation s quality release most capital unit strong toare managers finance important reviews not and entrepreneurial allocation abusiness The reported core valuation Outsiders acquisitions ensure competency are job” unit strategy GAAP given of – business energy performance The acquired principles autonomy earnings Outsiders and and units a businesses significant keep at are Jarden both setting costs focus and and of achieving senior „rancor management strong down” goals – The and Outsiders the board

Pershing In Martin 87 Platform (2)TR-1 (1)http://ir.platformspecialtyproducts.com/faq.cfm (3)Ownership May Franklin’s October Franklin, 2013, Notification Square Specialty 2013, PAH calculated invested Chairman PAH Next Products raised ofannounced Platform Major based $250mm2 ~$881mm1 of (NYSE: Jarden, Interest on the PAH in PAH) co-founded acquisition and in PAH shares Shares began and outstanding filed owns trading of PAH MacDermid May 27%3 in at 2013 29, a asvaluation of of 2013 the April Inc., company2 and for 10, close Pershing $1.8bn 2014. to this cash Square cash and balance investment equity, a specialty information. chemical company with significant platform potential

Platform $0$5$10$15$20$25May-13Jun-13Jul-13Aug-13Sep-13Oct-13Nov-13Dec-13Jan-14Feb-14Mar-14Apr-14 88 PAH Source: 10/10/13: 5/16/2013: 1/24/14: Announced 4/17/14: *Erratum: $20.26 has Share Bloomberg. PAH Specialty increased Original Began Price acquisition listed ($) trading Products in Presentation on value of NYSE near MacDermid Chemtura by (NYSE:PAH) cash ~100% referred NAV AgroSolutions for in to the $1.8bn “4/17/13” six months TEV for $1.0bn since the TEV announcement of the MacDermid acquisition

Platform 89 What PAH The Did Investors PAH’s OR PAH Investors seller s paid are share stock Specialty the recognize purchase ~10x was price possible begin a LTM private has move Products MacDermid the toEBITDA explanations nearly ascribe Platform equity implies (NYSE:PAH) doubled Platform firm at a Value materially 100% for with in this of Value the no platform PAH value urgency six less tomonths PAH creation than premium toits sell since fair value the MacDermid acquisition was announced

Transaction How Platform 90 Competitive PAH Target Operational Revenue Access Large Competitiveness High Low Platform Can Platform relative Opportunity tosynergy Value One and and efficiencies advantages cost size Value: Evaluate Value: is integration of potential aof acquisition function the capital PAH’s relative of market the track of Platform market several Platform to opportunity record competitors factors: Company Value

Bad “Platforms” 91 There These They lacked overpaid relied failed focused are failures numerous on to a on competitive integrate can for overvalued growing acquisitions be examples distinguished and reported equity advantage achieve of to acquisition-intensive as generate GAAP from an cost inacquisition cost synergies the earnings growth Outsider structure currency rather model or companies strategy than in economic thethat following have earnings not ways succeeded per share

Conservatively Target Pipeline Rapid Have Typically, Valeant’s 92 We Source: believe met integration 20% < Management value 6-year Acquisitions or ~80% that unlevered exceeded of underwrite payback Valeant’s of acquisition with synergies interviews IRR, synergy synergies Have track attractive before target Created achieved budget record at tax assigned or returns Value exceeding on synergies of within value-creating all zero announced first (est. budget value year 30% acquisitions after-tax) is a sustainable competitive advantage that should be reflected in the company s market value

Valeant’s “By “…The “We “…We 93 Synergies Source: the now have expect second Company end expect Proven Announced Realized now of to the identified year to realize achieve Integration data fourth achieve after annual greater at quarter close, greater least Track run we than $800 [of than expect Record rate 2011] $900 million constant $300 to we million achieve million in expect synergies annual in at in to synergies” minimum run cost achieve of rate savings.” greater approximately synergies $175 than million $225 by the $350 in million.” end cost million of synergies.” the year synergy [2013].” run rate for the Company.”

Large 94 58 Note: Market AG205.221Teva plc127.425Merck Pharmaceuticals30.112Bristol-Myers Lilly pharmaceutical and Market Universe universe CapMarket Company64.934Becton, caps of of Pharmaceutical public KGaA34.68Novo Public and are CapRankCompany as medical targets of and 4/21/2014 Private device for Industries43.04Pfizer Dickinson Val-gan Nordisk Targets Squibb83.730Stryker per companies Name($bn)RankCompany Capital with A/S110.426Covidien and a Company22.017Abbott with IQ. market Table a Inc.197.022Baxter combined cap Corporation30.113AstraZeneca excludes of at Name($bn)1Johnson plc31.89Gilead market least Valeant $10 Laboratories59.735Sun International39.65Merck cap billion and of $3.2 Allergan. Sciences trillion & Johnson$282.819Celgene PLC80.231Shire Inc.110.127CSL Pharmaceutical & Co. Inc.167.723Actavis plc29.014AbbVie Ltd.30.310Bayer Industries21.318Medtronic, Corporation$58.42Roche AG107.628Regeneron plc35.46Sanofi138.124Takeda Inc.78.932Forest Inc.59.036Essilor Holding Laboratories24.715Biogen Pharmaceuticals30.211Amgen AG245.520Thermo Pharmaceutical International Fisher Idec SA21.0 Company34.87GlaxoSmithKline Inc.70.433Astellas Scientific47.63Novartis Inc.88.529Alexion Pharma24.716Eli

¹We 95 Large 58 In Market Inc.18.250Zoetis Medical Inc.15.558Olympus addition, pharmaceutical estimate Universe universe caps CapMarket Inc.17.854Daiichi we are that of estimate of as Inc.14.540Boston total public Public and of CapRankCompany Corporation10.0 4/21/2014 medical pharmaceutical that targets and Sankyo there Private device for per are Company, Val-gan Scientific Capital Targets ~$3 companies and Name($bn)RankCompany trillion medical IQ. with Corporation18.251Chugai Limited11.944Coloplast a of with market device privately a combined cap industry owned of at Name($bn)37UCB market sales least targets A/S16.355Eisai Pharmaceutical are $10 cap approximately in billion of the $3.2 pharmaceutical SA$20.548Vertex trillion Co., Co.$2tn. Ltd.10.945Grifols, Ltd.13.441Illumina Valued and medical Pharmaceuticals at 3x sales, device S.A.15.956CR Inc.18.152Smith the industry¹ total Inc.$15.538Perrigo industry Bard & Inc.10.946Intuitive Nephew value is Company plc13.042Mylan, $6tn. plc19.449Otsuka Surgical, Inc.18.053Aspen Inc.15.857Actelion Holdings Pharmacare Co., Ltd.10.847Zimmer Ltd.15.439Agilent Holdings12.143St. Holdings, Technologies Jude

Transaction How 96 Competitive Val-gan Target Operational Revenue Access Large Competitiveness High Low Platform Can Platform relative Opportunity to ssynergy One Platform and and efficiencies advantages cost size Value: Evaluate Value: integration of potential of Value acquisition the capital Val-gan’s relative of market isthe track a function Platform market to opportunity record Platform competitors of Company several Valuefactors:

Stand Net Illustrative 98% 97 Consistent Source: Year $45 $720 (Pro (Pro-Forma Income$18 /Forma Value 1, / $363 AloneProFinancialsFormaSales$100 $363 12% Company with = Valeant creation Net Value/Purchase = Unlevered 12% 98% $45 synergies Income/Purchase data. Transaction: Intrinsic Management yield achieved Price) Value:Earnings 98% Price) historically Interviews Value $100 Creation, Multiple16x GrossUnlevered Profit$75 16x Value$280 $75 % Margin75%75%SG&A30 $720 % Acquisition Premium 22 % 25%% Margin30%22%R&D20 Restructuring Costs4%Purchase 3 % Margin20%3%EBIT$25 Price$363 $50 % Margin25%50%Taxes$8 $5 % Tax Rate30%10%

Platform Val-gan 98 We Pro-Forma 1This Assumes Acquired Value believe illustrative Creation: would Valuation 100% acquisitions Assets Market the only $6tn increase (a/b)13%26%38%51% ($bn)$ example Cap Illustration have scale are Assumptions: 10bn$ in 100% to of does value acquire the 20bn$ not cash. healthcare of take acquired ~$20bn No 30bn$ Valeant into equity product of 40bn account assets1 pro-forma assets consideration Consideration: market present to justify share and value count a Val-gan 26% 100% analysis of platform ~600mm s cash, extraordinary ofunlevered the premium and acquisition a share financial (a) Value price program capacity Creation of $126.00 could ($bn)10 (closing allow 20it 30 price to40 acquire April (b) Pro-Forma 21, substantially 2014) Market more Cap assets ($bn)78 than the 78 78 table 78 above At Current illustrates Valeant Share Price% Sharholder

We 99 In P/E Valeant’s Source: 0x2x4x6x8x10x12x14x16x18xFeb-08Aug-08Feb-09Aug-09Feb-10Aug-10Feb-11Aug-11Feb-12Aug-12Feb-13Aug-13Feb-14P/E 2008, Believe Multiple Bloomberg. investors Historical Valeant’s could Share Stock Platform have Price price purchased has adjusted as a Been Multiple Valeant’s Continually assuming of 2014E shares reinvestment Undervalued Earnings at ~0.5x of (2/1/2008 2014 dividends. EPS to 4/21/2014) Multiple of 2014E Earnings

If Val-gan 100 believe 1Valeant management Presentation can grow organically can April achieve 22, 2014 at its a goal high of single-digit 15%-20%rate annual as Valeant EPS growth1 management projects, and management can invest the company s free cash flow in new acquisition targets at historical rates of return, then we

IV. Summary

Organic Business Standalone R&D M&A 102 Cost Allergan Transaction Mixed Valeant Upside Synergies Savings Success track has Growth “Standalone” Development Allergan achieved Sources record of vs. announced Sources Value Val-gan of cost Incremental synergiesValue in all announced transactions

2014 P/E 7.4x Large Val-gan 103 1Source: *Erratum: Ratio: Pro-Forma Margin would Valeant Original of need EPS11.08$ Safety Presentation presentation to trade Earnings atApril only referred 7.4x 22, Multuple7.4xValent* 2014 to 2014 “Venus” 2014 Pro-Forma Pro-Forma Cash Stock Cash EPS1 Price82$ EPS in order Mid-Point x (Exchange for the Transaction Ratio)0.83 value + Stock to exceed Value68$ Allergan’s + Cash unaffected Value/Share48$ price = Total Value (Stock + Cash)116$ % Change vs. Unaffected Price0%

-John 104 “It Val-Gan is impossible Templetonto produce superior performance unless you do something different.”

V. Appendix

Cashamortization 106 Amortization GAAP This Acquired These Valeant Net are impairments requires removes underwrites Income In-Process impairments of companies Intangible certain Reconciliation: isdo purely all R&D not of of non-cash pipeline impact its Impairments Assets to a GAAP acquisitions amortize Major the expenses ($1.9bn assets accounting company’s the ($154mm Non-Cash that assuming charge, accounting to Valeant better convention free charge, 2013) Expense the match cash is value value required 2013) flow Net and Adjustments of of acquired Income in is the to unrelated the capitalize target’s reporting with assets pipeline to recurring under the period economic GAAP is Free or zero management’s purchase Cash value Flow ofaccounting the expectation asset rulesof future free cash flow

Cash Valeant 107 Inventory GAAP For Large We Non-Cash Unlike believe Valeant, Net inventory many requires removes Income Step-Up expenses that this companies purchasers removing write-ups write-up certain Reconciliation: ($436mm Valeant non-cash that is the significantly to often does report adjustment, write-up effect Major not large expenses Non-GAAP of remove the this reduce because Non-Cash 2013) value write to better the financials, Valeant of up GAAP Expense an provides match acquired tends gross Valeant Net Adjustments a to better company’s Income margin acquire does measure Valeant with not very inventory add recurring high ofreports back recurring gross to Stock-Based Free when estimated margin gross Cash theprofits companies written-up Flow fair Compensation value inventory is sold

Cash Valeant 108 Valeant’s The We believe vast Net removes majority Income restructuring that ifrestructuring Reconciliation: of acquisitions these charges restructurings charges were are Restructuring cash to stop to and relate better today, non-cash to match Costs realizing restructuring ($551mm, expenses Net Income synergies charges incurred 2013) with at newly recurring would in connection acquired drop Free to zero Cash with companies corporate Flow restructurings

Cash 109 We Valeant’s For Adjusting Source: believe GAAP Net Management Income adjusted cash this purposes, that rate tax Valeant, Reconciliation: rate to tax reflect Valeant Interviews rate inon is sustainably 2013 isa the a reports standalone more was cash Cash 3% accurate taxes low anTaxes of effective basis, Adjusted that measure Valeant can tax continue Pre-Tax rate of actually the of 34% Profits to company achieve pays issaannual mid-single more accurate cash digit tax measure expense tax rateof for Valeant’s the foreseeable annual future tax expense

Undiscounted 1.11.11.21.21.31.31.41.51.6Discounted 0.8 Patent Discounted 110 6.1x 0.8 toCliff 0.7 7.4x 0.7 Cash Discounted Year Cash 0.6 Flow 1 0.6 Cash Flows% 0.6 model Cash Flow 0.5AnnualCaseGrowthYear Flow 0.5 detail 6.8xHigh5.0%0.9 Analysis Cash Flows% 0.9 1Year AnnualCaseGrowthYear 0.8 0.8 2Year 0.8 0.7 3Year 0.7 4Year 0.7 0.6 1Year 5Year 0.6 7.4xDiscount 2Year 6Year 3Year 7Year Rate10% 4Year 8Year 5Year 9Year 6Year 10Low0.0%1.0 7Year 8Year 1.01.01.01.01.01.01.01.01.0Base2.5%1.0 9Year 10Total/SumLow0.0%0.9 0.8 0.8 1.01.11.11.11.11.21.21.21.2High5.0%1.0 0.7 0.6 0.6 0.5 0.5 0.4 0.4 6.1xBase2.5%0.9

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