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Viatris Inc. (VTRS)

Q1 2015 Earnings Call· Tue, May 5, 2015

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Transcript

Operator

Operator

Good day, ladies and gentlemen, and welcome to the Mylan N.V.'s First Quarter 2015 Financial Results Conference Call. At this time, all participant lines are in a listen-only mode to reduce background noise, but later, we will be conducting a question-and-answer session and instructions will follow at that time. As a reminder, this conference is being recorded. I'd now like to introduce the first speaker for today, Kris King. Ma'am, you have the floor.

Kris King - Vice President, Global Investor Relations

Management

Thank you, Andrew. Good afternoon, everyone. Welcome to Mylan's conference call discussing our first quarter 2015 earnings and our offer to acquire Perrigo Company plc. Joining me for today's call are Mylan's Chief Executive Officer, Heather Bresch; President, Rajiv Malik; Executive Vice President and Chief Financial Officer, John Sheehan; and President, North America, Tony Mauro. During today's call, we will be making forward-looking statements pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the proposed acquisition of Perrigo by Mylan, which I will refer to as the Perrigo proposal; Mylan's acquisition, which I will refer to as the Abbott transaction of Abbott Laboratories' non-U.S. developed markets specialty and branded generics business, which I will refer to as the Abbott business; the benefits and synergies of the Perrigo proposal or Abbott transaction; future opportunities for Mylan, Perrigo, or the combined company and products; and any other statements regarding Mylan, Perrigo, or the combined company's future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition and other expectations and targets for future periods. Because forward-looking statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, uncertainties related to the Perrigo proposal and the consummation thereof; the ability to meet expectations regarding the accounting and tax treatments of the Abbott transaction and the Perrigo proposal; changes in relevant tax and other laws; the integration of Perrigo and the Abbott business being more difficult, time consuming or costlier than expected; operating costs, customer loss and business disruption being greater than expected following the Perrigo proposal and the Abbott…

Heather M. Bresch - Chief Executive Officer

Management

Thank you, and thank you for joining us this afternoon. As promised, we've been busy since we last spoke to you on our fourth quarter earnings call. Our primary focus today will be on our strong first quarter results and on our legal binding commitment to acquire Perrigo. Mylan fully intends to comply with all requirements of the Irish Takeover Rules that govern this process. As such, we would like to caution investors that we will be limited in our ability to disclose certain forward-looking information. Further during this call, we will not be discussing board or board-related matters. As such, we will not be speaking to Teva's unsolicited expression of interest or answering questions on this topic. We believe that our board's response speaks for itself. Before I turn the call over to Rajiv and John, who will briefly review our first quarter earnings, I'd like to say hello and thank you to all Mylan employees around the world joining us on the call today, including our new Mylan EPD employees. I would like to thank each and every one of them for their hard work, dedication, and continued focus on execution, all of which helped us to deliver the strong first quarter performance we will be discussing today.

Rajiv Malik - President

Management

Thank you, Heather, and good afternoon, everyone. As you can see on slide seven, Mylan delivered solid first quarter results, kicking off what we believe will be yet another year of strong financial performance for the company. Sales during the quarter totaled nearly $1.9 billion, a constant currency increase of 15% compared to the same period last year. Adjusted diluted EPS came in at $0.70, an increase of 6% compared to the first quarter of 2014. As highlighted on this slide, all of our regions within the Generics segment experienced strong constant currency revenue growth, which was a result of new product introductions combined with positive impact, especially in Europe, of the acquisition of the non-U.S. EPD business. Within our Specialty segment, third-party net sales in the first quarter increased 8% compared to the prior year period as EpiPen Auto-Injector continued to experience volume growth. In addition, the integration of the recently acquired EPD business is proceeding smoothly and we already have begun realizing the substantial value we envisioned from this strategic transaction. Turning to slide eight, we have been very active during the first quarter with respect to execution of our growth drivers. For instance, recruitment for our comparative effectiveness study for generic Advair is nearly complete and we look forward to getting back in front of the FDA in late summer and remain on track for filing our ANDA by year end. As you are aware, we have established a strategic collaboration with Theravance Biopharma for the development and commercialization of TD-4208, which is expected to be approved as a once-daily nebulized LAMA product for COPD patients. Our technical and clinical teams have been working diligently together and we can now tell you that we expect to initiate our Phase III efficacy trials in the second half of…

Heather M. Bresch - Chief Executive Officer

Management

Thank you, John. Close to a decade ago, we laid out Mylan's vision and strategy and since pursued them relentlessly and consistently, never doing transactions for transactions' sake, never doing transactions whose main focus was cost synergies, never doing transactions for the sole purpose of lowering our tax rate. Instead, we have always focused on doing transactions that complement our strategy, support long-term sustainable growth, allow us to further enhance and leverage what we've built and help us move closer to achieving our vision of delivering better health for a better world to seven billion people. As we have demonstrated, Mylan aggressively pursues such transactions and we have repeatedly stated that we would be using our enhanced financial flexibility to do other large deals. And for those of you who know Mylan well, we do what we say we are going to do. The combination with Perrigo is simply the next important strategic step in our evolution, and builds on our strong platform consistent with our long-standing and clearly articulated vision and strategy. We have long believed the combination of Perrigo and Mylan represents an extraordinary opportunity. As you have seen through our actions over the past few weeks, we are committed to making this combination a reality. The combination of Mylan and Perrigo demonstrates clear and compelling industrial logic. The potential here is truly transformative, and the transaction would redefine the delivery of global healthcare. A combined Mylan and Perrigo would be ideally positioned at the forefront of the megatrends driving change throughout the healthcare industry, including the growing number of Rx to OTC switches underway. Together, we could better serve our customers and patients, create more opportunities for our employees and communities, and generate additional value for our shareholders and stakeholders. Mylan and Perrigo are highly complementary businesses…

Rajiv Malik - President

Management

Thank you, Heather. I also am very excited about the potential of this transaction and the many opportunities that it would create for both Mylan and Perrigo. On slide 17, you can start to see how we will mean more to our customers as a result of this combination. We'll have an impressive, diversified, and differentiated product portfolio with an ability to offer all of our customers thousands of marketed products across Gx, Rx, and OTC and across therapeutic categories and dosage forms. The charts on this slide really spell out how the combination will expand and diversify both businesses' portfolios, including increasing Mylan OTC offering from 2% of revenue to almost 30%. A combined Mylan and Perrigo would have an unmatched ability to serve the front and back of pharmacies and other retail locations. Mylan's portfolio would be further strengthened by Perrigo's strong and complementary position in nutritional and animal health products which would allow us to bring even more value to customers around the world. Turning to slide 18, you can see how the combined company would be well-placed to build and strengthen its existing portfolios by developing and commercializing new products. Both Mylan and Perrigo have robust pipelines in Gx and OTC opportunities. In the past few years we have really distinguished ourselves from our peers through our ability to secure new approvals. For example, in 2014 we were the leading ANDA filer and we currently have an impressive 269 ANDAs pending with FDA, including 44 first-to-file opportunities. We also have a track record of securing approvals across multiple countries and currently have more than 3,700 global filings pending regulatory approval. At the same time, Perrigo has an exciting opportunity ahead of its market trends in OTC continue to move favorably in its direction. As Perrigo recently…

Anthony Mauro - President, Mylan North America, Mylan N.V.

Management

Thanks, Rajiv, and good afternoon, everyone. As Heather and Rajiv clearly laid out, we're very excited about the opportunity to create a new kind of value for customers and patients in North America through the acquisition of Perrigo; value that can be experienced across every stage of life from a range of acute and chronic conditions in aisles of every pharmacy, as well as behind the counter. For instance, Mylan accounts for approximately 1 in every 13 prescriptions dispensed in the U.S., showcasing our reach with pharmacists and physicians, while the majority of Perrigo's product portfolio is consumer-facing. By adding Perrigo's large OTC and complementary generics portfolio to Mylan's extensive and existing product offering and commercial organization in North America, we're looking at a total offering of more than 430 generics and more than 1,900 SKUs in over 400 OTC product families. In the U.S., Mylan and Perrigo enjoy long-standing relationships with the vast majority of retail pharmacies. Currently, five of Mylan's top customers account for more than 75% of our Generic business. The continued consolidation of our customer base and remaining existing supply network has created a unique opportunity for Mylan and Perrigo to combine a front store and back store portfolio that would allow our customers to meet patients' needs in a whole new way. Enhancing our position as the supplier of choice in North America means providing an agile supply of high-quality product while ensuring the scale and efficiency our customers need to act quickly in today's ever-evolving marketplace. Finally, strengthening our North American offering will build unmatched brand equity across every point in the patient's journey, from behind the counter to front store consumer-facing offerings, the combination of Mylan and Perrigo in North America creates a one-of-a-kind opportunity to focus less on individual products or treatment categories and more on providing patient solutions. Now, let me turn the call back over to Rajiv.

Rajiv Malik - President

Management

Thanks, Tony. On slide 26 you can see that this transaction will generate significant synergies. As Heather stated earlier, these complementary assets are expected to drive at least $800 million of annual pre-tax operational synergies by the end of year four following completion of the transaction. We have a lot of confidence in our synergy targets. I also know that the Irish Takeover Rules require such estimates be prepared using a sound process and be independently reported on, in our case, by PwC and Goldman Sachs. As we've said before, this team has a proven history of meeting the goals it sets for itself and oftentimes exceeding those goals. Those who know Mylan recognize its history and our synergy goals should be viewed in the context of what our team has been able to accomplish in the past. We believe we can leverage the strengths of both organizations to achieve our targets, while at the same time accelerate the growth of the combined company. Given the scale of our platform, we see significant opportunities for enhanced efficiencies. This also will limit our need for planned expansion. As you will recall, Mylan had previously planned to increase its oral solid capacity to more than 80 billion doses and this gets us beyond our goal. We also see opportunities to do more with our combined R&D operations, and work more efficiently as we develop products for Gx and OTC markets. Please note that this target of at least $800 million doesn't take into account the sales growth potential we see from coming together. Now, let me turn the call over to John again. John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer: As you can see on slide 27, the combined company would benefit from a significantly enhanced financial profile which would support continued growth and value creation. Strong profitability would drive substantial cash flow generation and support deleveraging as well as continued investment in new business development and R&D. As a result we expect to maintain our investment grade credit rating after the transaction closes. With the addition of Perrigo we would create an even stronger, larger and more diverse platform with about $15.3 billion of pro forma revenues in 2014. Importantly, the acquisition of Perrigo would be accretive to adjusted EPS on a fully-synergized basis. Our strong balance sheet would enable the combined company to remain forward looking and able to continue to pursue expansion through business development and acquisitions. Furthermore, there would be significant opportunity for meaningful growth, given the strength of the combined businesses' rich pipeline of launches and opportunities to mean more to customers across business lines. Now I'll turn the call back over to Heather to walk through this compelling transaction.

Heather M. Bresch - Chief Executive Officer

Management

Thanks, John. Now let me discuss the legally-binding commitment we announced on April 29 to make this combination a reality. Under Irish Takeover Rules, Mylan's Rule 2.5 announcement means we are legally committed to launch the offer and take this attractive proposal directly to Perrigo shareholders, offering them certainty. This offer consists of $75 in cash and 2.3 Mylan shares for each Perrigo share, which based on Mylan's closing stock price of $68.36 on April 8, the first day after overwhelming market reaction to our initial proposal, which equates to $232.23 per share. This represents a multiple of approximately 25 times Perrigo's calendar year 2014 EBITDA pro forma for its recent acquisition of Omega Pharma, which compares favorably to recent transactions in our industry. After close, Perrigo shareholders will own approximately 39% of the combined company, while Mylan shareholders will own approximately 61%. Turning to slide 30, I'd like to reiterate, importantly for Perrigo shareholders that there is a clear and certain path to completion of the transaction. We are confident that we can close the deal before the end of the year. We have committed financing in place and have already incurred significant, non-refundable, committed financing fees. We have already filed for HSR approval, and made a hell or high water commitment with respect to U.S. antitrust clearance, and we've also started the pre-notification process with the European Commission. Furthermore, our offer is not conditional on due diligence. We are in the process of preparing tender offer documentation for Perrigo shareholders, and believe that they will recognize the compelling nature of our offer. Additionally, the process required to secure the Mylan shareholder vote is well underway. The Mylan Shareholder Meeting is expected to occur early in the third quarter, and we are confident in our ability to secure approval…

Operator

Operator

Thank you. Our first question comes from the line of Sumant Kulkarni from Bank of America Merrill Lynch. Your line is open.

Sumant S. Kulkarni - Bank of America Merrill Lynch

Analyst · Bank of America Merrill Lynch. Your line is open

Good evening. Thanks for taking my question. So in the event that the Perrigo transaction goes through, how do you reconcile short-term shareholder value versus long-term shareholder value, given that Perrigo pays a dividend? And then, plan B, if Perrigo does not go through, what's Mylan's next step?

Heather M. Bresch - Chief Executive Officer

Management

Thank you, Sumant. Look, I would say that I think our track record hopefully speaks to the fact that we are constantly executing on both short-term, midterm and long-term, and I believe the combination of what we will be able to deliver together is going to be truly the best for both of our shareholders, both companies, and we'll deliver, like I said, both short-term, middle-term and long-term. And look, I think back when we were together last quarter and we talked about aggressively pursuing transactions, and that Abbott would be the first of transactions that we were looking at, now this being the second, but you should know, we're not standing still and we will continue to look at transactions that, again, strategically complement our global platform.

Operator

Operator

Thank you. Our next question comes from the line of Gregg Gilbert from Deutsche Bank. Your line is open.

Gregg Gilbert - Deutsche Bank Securities, Inc.

Analyst · Gregg Gilbert from Deutsche Bank. Your line is open

Thanks. Related to the Perrigo offer, can you talk to the ROIC metrics based on your proposal? And can you also talk about whether you were a bidder on Omega, given you said that you've had some interest in OTC for some time? Thanks. John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer: So, Gregg, I'll take the ROIC one, and early on the call here, we indicated that the Irish Takeover Laws limited the amount of forward information we could provide, and so that's one that at this time we aren't going into detail on.

Heather M. Bresch - Chief Executive Officer

Management

And as far as Omega, Gregg, we have said that you should always assume we're looking at everything and transaction that makes sense. Obviously, if you go back at the timing, we were in the middle of our Abbott transaction, but believe that the Omega asset is a great one and one that would be very complementary to our now infrastructure throughout Europe.

Operator

Operator

Thank you. Our next question comes from the line of Jason Gerberry from Leerink Partners. Your line is open.

Jason M. Gerberry - Leerink Partners LLC

Analyst · Jason Gerberry from Leerink Partners. Your line is open

Hi. Good evening. Thanks for taking my question. Just curious if you could talk a little bit about how you went about valuing the Tysabri pipeline indications for Perrigo? And do you view those as upside to the offer that you've put forward? Do you think, yes, this is something and that potentially in future bids you might have to implement a CVR structure? Thanks.

Heather M. Bresch - Chief Executive Officer

Management

Thanks, Jason. Look, what I would say is we took everything into consideration. I think we have a very competitive and compelling offer on the table and we look forward to pursuing the transaction.

Operator

Operator

Thank you. Our next question comes from the line of Andrew Finkelstein from Susquehanna. Your line is open.

Andrew J. Finkelstein - Susquehanna Financial Group LLLP

Analyst · Andrew Finkelstein from Susquehanna. Your line is open

Thanks very much for taking the question. Could you elaborate any more in terms of you talked about not standing still? But you know, as you look at the platform that you would have with Perrigo, what horizons might that open up that aren't available today? And then just in general as you evaluate deals and given your confidence in a hell or high water condition, how do you think that regulators are looking at reviewing consolidation within the pharmaceutical space, whether it's a product-by-product overlap or a larger analysis of concentration that would be helpful. Thanks.

Heather M. Bresch - Chief Executive Officer

Management

Okay. Thank you, Andrew. I think that as we laid out what a Perrigo/Mylan combination will provide is a very unique value proposition across all customer channels and our ability to truly redefine the delivery of how we'll bring healthcare services to market. And so I think that as a combination, not only would we have the financial flexibility and the scale and size to truly look at continuing to enhance that patient experience. And I think that as we look at our mission statement of providing the world's seven billion people access to affordable medication, it will just continue to open up the opportunities of other transactions that we can look at to enhance and accelerate delivering on our mission statement. As far as hell and high water and the FTC is concerned, I believe that as we've seen in other areas of the industry that have seen consolidation, if I look at the payer, if I look at just Medco, Express Scripts, I think that took eight months or nine months to get through the FTC. So I think as the FTC looks at very large transactions, they take a lot into consideration. It's not just about the product overlap, it could also be around the environment or around shortages, around pricing, around just what that would mean for the industry from a leadership position. So I believe that there's a lot taken into consideration and they take their time to really look at all those factors.

Operator

Operator

Thank you. Our next question comes from the line of Jami Rubin from Goldman Sachs. Your line is open. Jami Rubin - Goldman Sachs & Co.: Hi. Thank you. I just was wondering what happened to the European generic business? If I back out the impact from currency and the contribution from the Abbott business, it looks like that business was down 8%. What's going on there? Is that an impact... John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer: No. Jami Rubin - Goldman Sachs & Co.: I'm sorry. Go ahead. John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer: No, Jami – so, Jami, our European business, if you will, let's call it the Mylan legacy or Mylan base business in Europe grew mid-single digits in the first quarter year-over-year. So we can go through – on a constant currency basis. So we can go through the math together. But that business absolutely grew in the first quarter. Jami Rubin - Goldman Sachs & Co.: So, it's not all of the Abbott business was reported in that line? The Abbott business was – part of that was... John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer: So, yeah. The Abbott business – let's not call it the Abbott business. The Mylan EPD Business is a global business, including in Australia, Japan, Canada and then the European business. Certainly, Europe is the largest, but very nice presence in all those other markets. And business is being reported in each of our geographic regions.

Operator

Operator

Thank you. Our next question comes from the line of Michael Faerm from Wells Fargo. Your line is open.

Mike E. Faerm - Wells Fargo Securities LLC

Analyst · Michael Faerm from Wells Fargo. Your line is open

Hi. Thanks for taking the question. I have a general M&A question. While the Perrigo offer is pending, should we expect to see other deal announcements? And if the answer is yes to that, how does the existence of the Perrigo bid impact the strategic and financial characteristics of other deals you might pursue in the meantime? For example, a lower cap on size or different fit considerations or otherwise?

Heather M. Bresch - Chief Executive Officer

Management

Sure. So, Mike, like I have stressed, we are committed to completing those transactions in a very timely manner. We said that we expected our shareholder vote early in Q3. So you can assume that our focus and attention is on this Perrigo transaction. With that being said, we are constantly looking at BD transactions, product transactions and that will always be a constant. And in addition to all of that, obviously, the macro environment is continuing to evolve around us. And we'll continue to be part of that. But right now, our full attention and focus is completing this Perrigo transaction.

Operator

Operator

Thank you. Our next question comes from the line of Chris Schott from JPMorgan. Your line is open.

Christopher T. Schott - JPMorgan Securities LLC

Analyst · Chris Schott from JPMorgan. Your line is open

Hi. Great. Thanks very much. I guess my question is with regards to Perrigo is a question of why now right after you've completed your own inversion. It sounds like some of the commentary, both from your letter and from Perrigo's call a few weeks ago, it sounds like you guys had conversations about a year ago which obviously didn't result in a transaction. If I just could, why does this deal make more sense today than it did a year ago for both parties?

Heather M. Bresch - Chief Executive Officer

Management

Thanks, Chris. I don't think it makes more sense today. I think the transaction and this combination has made sense for some time, which is why we've had several conversations over the years with Perrigo. I think most recently, if you look at the timing, obviously, there was a lot of other things happening between both of our businesses. Now, you see that we were in the middle of the Abbott transaction and Perrigo was in the middle of the Omega transaction. So for us, it just became now a matter of after we were able to get the Abbott transaction closed, we said that we were going to be aggressively pursuing transactions that the financial flexibility that the Abbott transaction would afford us, we would be putting immediately to work. And we believe that Perrigo absolutely is that next right transaction to enhance shareholder value creation for both companies.

Operator

Operator

Thank you. Our next question comes from the line of Umer Raffat from Evercore ISI. Your line is open.

Umer Raffat - Evercore ISI

Analyst · Umer Raffat from Evercore ISI. Your line is open

Thanks for taking my question and thank you for laying out the proposition on the Perrigo deal. So can you quantify for us the accretion – the peak accretion on the Perrigo deal if synergies vastly outperform the initial numbers you put out there? And then also, what's your confidence in getting a favorable shareholder vote based on your interaction with your shareholders for the Perrigo deal? Thank you.

Heather M. Bresch - Chief Executive Officer

Management

So, well, first, I think for the synergy part of your question, I think the last slide of the deck nicely lays out what we have tried to underscore in this call, which is transactions for us were not just about synergies or tax rates. It's truly about being strategic and complementary. And we have truly executed on all the transactions that we've done and exceeded any targets that we've put out there. So I would say that you should assume that that track record would speak to the transaction as well, and as we've mentioned, the Irish Takeover Rules prohibit us from going any deeper at the moment with how that lays out or how it could fold in, but that's why we tried to stress in the presentation that it's at least $800 million. And all I can say is I don't think we would disappoint on what we will deliver with a combined – with this combination. And what was the second part? Oh, the shareholder vote. So, look, over the coming days and weeks, I can assure you we will be very active with the shareholders, and we believe that the compellingness of this transaction really has been already – the market has already recognized this. And we believe it's a compelling transaction, and what it's going to deliver on a going-forward basis are for the Perrigo shareholders, and the Mylan shareholders will absolutely allow us to secure a favorable vote.

Operator

Operator

Thank you. Our next questioner comes from the line of Ronny Gal from Bernstein. Your line is open. Aaron Gal - Sanford C. Bernstein & Co. LLC: Hi. Good afternoon and thank you for taking my question. I've got a couple. First, John, if you wouldn't mind breaking out for us the EPD sale by region, just so we can all back out the growth rate for each region. And second, can you detail for us the process that will take you here to a shareholder vote, both yours and Perrigo assuming that you need to go to their shareholders to get a vote? And can you comment a little bit about the issue of how would you argue this deal to your own shareholders? If I run my numbers, the ROIC and accretion for the first three years or four years is somewhat low. Or if you cannot discuss those numbers or this direction right now at what point would you be in a position to discuss them?

Heather M. Bresch - Chief Executive Officer

Management

Okay. So I'll take the second part first and then John can come back on EPD. Look, Ronny, I think as you've known us for a while, I can't stress enough that you – to try to just look simply at metrics on a sheet of paper. This is truly about what – how Mylan is uniquely positioned, Perrigo is uniquely positioned. We think these are two best-in-class assets that as we come together, the value creation that we are looking at is for, like I said, not just near and mid, which we will deliver value, but the sustainable long-term value creation and proposition of truly redefining global healthcare. And I think that if you looked at our transactions historically, whether I go back to Matrix, which nobody saw the rationale at the time. And to think that what that was able to strategically deliver from a vertical integration and a horizontal and is now, as I've said, have half of our operations and employees, really having I think one of the best global supply chains throughout the industry at a very cost effective and efficient model. When I look at Merck, I don't need to remind any of those on the phone what that transaction, and what people with those metrics were on a sheet of paper but obviously the commercial reach and scale that that brought us overnight with being able to leverage then the Matrix transaction on the Mylan platform. That's what has allowed us to grow the 27% CAGR over the last eight years and continue to deliver that. So we see Perrigo no differently. We believe that the combination, what it will allow us to deliver to both shareholders will be substantial and would be better than either organization can do on a standalone basis. John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer: Yeah, Ronny, regarding the EPD Business, first of all, just a reminder that the EPD Business is only part of the first quarter results for one month as we didn't close the transaction until the end of May – end of February, sorry. And when you look at the impact of that one month in North America, the revenues are not really materially – the revenue growth is not materially impacted by the addition of the EPD Business. I indicated in Europe that the base business grew mid-single digits. And in the Rest of World region, which includes the Australian and Japanese operations, the base business and then the EPD Business contributed about equally to the growth.

Operator

Operator

Thank you. Our next questioner comes from the line of David Risinger from Morgan Stanley. Your line is open. David R. Risinger - Morgan Stanley & Co. LLC: Yes. Thanks very much. My question is for John. John, you've obviously reported the first quarter and you've given second quarter EPS guidance. I think that implies an acceleration in Mylan year-over-year EPS growth in the second half of the year. Could you just provide some more color on that because you've also mentioned that you've factored in pressure on Mylan – I'm sorry – on EpiPen in your guidance. So if you could provide some color. And also talk about the tax rate outlook for the rest of the year in light of the 20% tax rate in the first quarter. Thank you. John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer: Sure, David, absolutely. So with respect to the second half of the year, I did indicate in our year-end earnings call back on March 2 that the third quarter of the year would be the strongest of the year. I also indicated that the fourth quarter would be stronger than the second quarter. So I think that the year is developing exactly as we had anticipated it would be. There are certainly new product approvals that we anticipate for the second half of the year. We will have the addition of the EPD Business in the second half full – fully consolidated in the second half of the year. And we're really excited here from the initial performance in the first quarter and into the first month of the second quarter. So I think all of those things will contribute to a very strong second half of the year for our business. And was there a second...

Operator

Operator

Thank you. John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer: Okay.

Operator

Operator

Our next questioner comes from the line of Louise Chen from Guggenheim. Your line is open.

Louise Chen - Guggenheim Securities LLC

Analyst · Guggenheim. Your line is open

Hi. Thanks for taking my question. So was just curious if you could comment a little bit more, maybe if you can't quantify it, just how to think about sales synergies for Perrigo and Mylan, the order of magnitude of those and then the timing of when you might expect to achieve those. Thanks.

Heather M. Bresch - Chief Executive Officer

Management

So unfortunately, we can't speak to – as we've said, this is forward-looking, but what I will say is that as you can imagine, when you're able to bring a very holistic view, and as Tony talked about, bringing this value proposition, especially here in the United States, to a very consolidated customer base and payer base that we have today. Having this broad portfolio allows us to think about really the delivery of patient solutions and thinking about front of the store, back of the store and how to uniquely come to market. So I just would say there's many opportunities, both throughout U.S. as well as Europe. As we talk about kind of their unique pharmacy model certainly provides for a cross-channel, cross-selling between the physician channel as well as the pharmacy channel. And when you think about now the current Mylan infrastructure in Europe with our Mylan EPD, our retail pharmacy sales force now in combination with the Omega sales force, there would really be a true trifecta of coming to that market across all channels, and really being able to optimize these assets across the globe.

Operator

Operator

Thank you. Our next question comes from the line of Randall Stanicky from RBC Capital Markets. Your line is open.

Randall S. Stanicky - RBC Capital Markets LLC

Analyst · Randall Stanicky from RBC Capital Markets. Your line is open

Great. Thanks, guys. Heather, even though we're talking about year four synergies, I'm assuming that there is a COGS component to that. Can you or did you quantify even directionally how much of a COGS savings opportunity there is? And then can you just help us with the immediately accretive to fully synergized numbers by year four? Should we be thinking that this is accretive in year four and not before or how should we think about that statement? Thanks.

Heather M. Bresch - Chief Executive Officer

Management

So look, Randall, I think as far as you should assume, I think, as Rajiv had laid out on the synergy side, we absolutely see efficiencies coming from cost of goods. And again, I think when you think about the consolidation of the API between both companies, as well as the manufacturing operations that we definitely consider there to be efficiencies in both of these assets coming together. As far as fully synergized amount, obviously, as you're familiar with the Irish Takeover Rules, I think that the best way to think about it is, again, I'm going to go back to our other transactions. It's really about not doing transactions just based on synergies. It's really about the complementary and strategic and compelling offering that we're going to be able to offer to our customers and to patients. So not only are we committed and that's why we stress the at least $800 million because we believe we'll continue to deliver as Mylan has done in the past. And like I said, I don't think we'll disappoint around this transaction about what we deliver on a short-term, midterm and long-term basis.

Operator

Operator

Thank you. And the last question that we have time for today is from the line of Marc Goodman from UBS. Your line is open.

Marc Goodman - UBS Securities LLC

Analyst · UBS. Your line is open

I'll ask a few questions then. First, the EpiPen looked a little weak. Maybe you can give us a flavor for if there was anything unusual in the quarter. Are we still thinking $1 billion-ish for the year? Second, there really wasn't a lot of discussion around the O-U.S. business. Maybe you could talk about some of the key countries. How did France do? How did Italy do? How was the India business versus the Australia business? Just give us a sense of going around the world. And then, John, I was a little bit confused by the way you answered one of the previous questions with respect to how much the Abbott business contributed. So like, for instance, with the Rest of the World I thought you said that the base and then the EPD were both equal as far as the growth. So are you saying that the business went from $370 million to $392 million, so $10 million was Abbott or $10 million was base? I'm a little confused. Thanks.

Heather M. Bresch - Chief Executive Officer

Management

Well, Marc, thanks for not disappointing. I'm glad someone is interested at least on how the business is running. So as far as EpiPen is concerned, I think maybe you're just referring to our year-over-year comparable because there was some unique buy-ins last year that we had called out. So I would look at just what we continue to see as growth in the overall epinephrine auto-injector market. So we're still very happy to see that market continuing to expand by our efforts around education and awareness and that's continuing to take our disproportionate share of that. So we're looking forward and ramping up for a big allergy season. My understanding is because of the extreme cold weather that leads to perhaps even a more robust allergy season. And so, look, EpiPen is right on track as far as we're concerned. As far as the Rest of the World goes, I would say, as we commented on, and I'll let Rajiv fill in...

Rajiv Malik - President

Management

Yeah. Every – France, I think has been stronger – very strong in the first quarter. Italy is also again growing and doing very well. Our India business, especially the HIV business coming over there, our emerging market business is firing on all cylinders. So I think all other markets have been doing very well. John D. Sheehan - CFO, EVP, Principal Financial & Accounting Officer: Yeah. And then lastly, Marc, on your question on Rest of World, what I was trying to say was that Rest of World, as we reported, grew on a constant currency basis by 12% year-over-year and that, that contribution was more or less split evenly between the base Mylan business as well as in the EPD business.

Heather M. Bresch - Chief Executive Officer

Management

Okay. Well, thank you very much. And we look forward to talking to you soon.

Operator

Operator

Ladies and gentlemen, thank you again for your participation in today's conference. This now concludes the program, and you may all disconnect your telephone lines. Everyone, have a great day.