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Safe Harbor To
the extent any statements made in this document contain information that is
not historical, these statements are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, as amended,
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and may be forward-looking
information as defined under applicable Canadian securities legislation
(collectively, “forward-looking statements”). These forward-looking
statements relate to, among other things, the degree to which the transaction
accelerates Auxilium’s ongoing transformation into a leading diversified
North American specialty pharmaceutical company; the degree to which the
transaction enhances Auxilium’s growth profile, expands its geographic reach
or the efficiencies of Auxilium’s platform to drive shareholder value
creation through increased investments in research and development; the
degree to which any additional cash generated by the transaction will
strengthen Auxilium’s balance sheet or will be used by Auxilium to fund the
acquisition of commercial development and licensing targets as opposed to
general working capital needs or debt service; whether Auxilium pursues or
obtains a potential partnering agreement to maximize the value of QLT’s
late-stage retinoid program; whether the transaction enables Auxilium to
create a more competitive and efficient global platform, continue its product
or therapeutic diversification, capitalize on greater market opportunities,
positions Auxilium to deliver value for its shareholders, or enhances
Auxilium’s ability to invest in or offer innovative products; whether the
reorganized company is positioned to achieve growth, sustained or otherwise;
whether Auxilium’s management team will execute this transaction, advance
Auxilium’s strategic growth plan or create value for shareholders; whether
Auxilium will further build out its men’s healthcare portfolio or establish
new specialty therapeutic areas; the degree to which the closing of the
transaction results in any changes to Auxilium’s current U.S. operations or
employment agreements, whether Auxilium will grow its presence in either the
U.S. or Canada; whether QLT’s synthetic retinoid program augments Auxilium’s
existing orphan drug portfolio or allows Auxilium to expand its orphan drug
reach outside of the U.S.; whether the transaction will give Auxilium the
ability or infrastructure to directly commercialize certain of its existing
and future products in Canada; when, the transaction will close, if at all;
the expected benefits of the proposed transaction such as efficiencies, cost
savings, tax benefits, enhanced cash management flexibility, growth
potential, market profile and financial strength; whether the combined
company’s profitability will significantly increase; whether or when the
transaction will be accretive; whether Auxilium will maintain financial
discipline or manage financial performance; the competitive ability and
position of the combined company; the expected timing of the completion of
the transaction; the securities exchange on which shares of the new parent
company of Auxilium will trade or whether Auxilium will advance its
development programs in cellulite and Frozen Shoulder Syndrome, VIVUS’
efforts to obtain FDA approval for a 15-minute label expansion for STENDRA or
Auxilium’s ability to secure multicord label expansion for XIAFLEX.
Forward-looking statements can generally be identified by the use of words
such as “believe”, “anticipate”, “expect”, “estimate”, “intend”, “continue”,
“plan”, “project”, “will”, “may”, “should”, “could”, “would”, “target”,
“potential” and other similar expressions. In addition, any statements that
refer to expectations, projections or other characterizations of future
events or circumstances are forward-looking statements. Although certain of
these statements set out herein are indicated above, all of the statements
herein that contain forward-looking statements are qualified by these
cautionary statements. Although Auxilium and QLT believe that the expectations
reflected in such forward-looking statements are reasonable, such statements
involve risks and uncertainties, and undue reliance should not be placed on
such statements. Certain material factors or assumptions are applied in
making forward-looking statements, including, but not limited to, factors and
assumptions regarding the items outlined above. Actual results may differ
materially from those expressed or implied in such statements. Important
factors that could cause actual results to differ materially from these
expectations include, among other things, the following: the failure to
receive, on a timely basis or otherwise, the required approvals by Auxilium
and QLT stockholders and government or regulatory agencies (including the
terms of such approvals); the risk that a condition to closing of the merger
may not be satisfied; the possibility that the anticipated benefits and
synergies from the proposed merger cannot be fully realized or may take
longer to realize than expected; the possibility that costs or difficulties
related to the integration of Auxilium and QLT operations will be greater
than expected; the ability of Auxilium and QLT to obtain consents of lenders
or to obtain refinancing in connection with the transaction, and if the transaction
is consummated, the adequacy of the capital resources of New Auxilium; the
ability of the combined company to retain and hire key personnel and maintain
relationships with customers, suppliers or other business partners; the
impact of legislative, regulatory, competitive and technological changes,
including changes in tax laws or interpretations that could increase New
Auxilium's or Auxilium's consolidated tax liabilities, including, if the
transaction is consummated, changes in tax laws that would result in New
Auxilium being treated as a domestic corporation for United States federal
tax purposes; the risk that the credit ratings of the combined company may be
different from what the companies expect; and other risk factors relating to
the biopharmaceutical and biotechnology industries, as detailed from time to
time in each of Auxilium’s and QLT’s reports filed with the SEC and, in QLT’s
case, the CSA . There can be no assurance that the proposed merger will in
fact be consummated. Additional information about these factors and about the
material factors or assumptions underlying such forward-looking statements
may be found in the body of this presentation, as well as under Item 1.A. in
each of Auxilium’s and QLT’s respective Annual Reports on Form 10-K for the
fiscal year ended December 31, 2013, and Item 1.A in each of Auxilium’s and
QLT’s most recent Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2014. Auxilium and QLT caution that the foregoing list of
important factors that may affect future results is not exhaustive. When
relying on forward-looking statements to make decisions with respect to
Auxilium and QLT, investors and others should carefully consider the
foregoing factors and other uncertainties and potential events. Neither QLT
nor Auxilium undertakes any obligation to update or revise any
forward-looking statement, except as may be required by law.
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