EX-99.2 4 d884922dex992.htm EX-99.2 EX-99.2
Mallinckrodt
Strategic Agreement
Ikaria, Inc.
March 5, 2015
Exhibit 99.2


Forward-Looking Statements
3/5/2015
1
Statements in this document that are not strictly historical, including statements regarding, the proposed acquisition of Ikaria, 
Inc., the expected timetable for completing the transaction, future financial condition and operating results, economic, business,
competitive and/or regulatory factors affecting Mallinckrodt’s and Ikaria’s businesses and any other statements regarding events 
or developments that we believe or anticipate will or may occur in the future, may be "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties. There are a
number of important factors that could cause actual events to differ materially from those suggested or indicated by such 
forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors
include risks and uncertainties related to, among other things:
General economic conditions and conditions affecting the industries in which Mallinckrodt and Ikaria operate; 
The commercial success of Mallinckrodt’s products and of INOMAX®; 
The parties’ ability to satisfy the acquisition agreement conditions (including required regulatory approvals) and complete the
Ikaria acquisitions on the anticipated timeline or at all;
Mallinckrodt’s ability to realize anticipated growth, synergies and costs savings from its recently completed acquisitions and 
the Ikaria acquisition; 
Changes in laws and regulations; 
Mallinckrodt’s ability to identify, acquire or close future acquisitions; 
Mallinckrodt’s ability to successfully integrate acquisitions of operations, technology, products and businesses generally and 
to realize anticipated growth, synergies and cost savings (including with respect to the Ikaria acquisition); 
Mallinckrodt’s ability to successfully develop or commercialize new products; 
Mallinckrodt’s ability to protect intellectual property rights; 
Mallinckrodt’s ability to receive procurement and production quotas granted by the U.S. Drug Enforcement Administration;
Customer concentration;


Forward-Looking Statements (continued)
3/5/2015
Mallinckrodt’s reliance on certain individual products that are material to its financial performance;
Cost containment efforts of customers, purchasing groups, third-party payers and governmental organizations;
The reimbursement practices of a small number of public or private insurers;
Limited
clinical
trial
data
for
H.P.
Acthar
®
Gel;
Complex reporting and payment obligations under healthcare rebate programs;
Mallinckrodt’s ability to achieve anticipated benefits of price increases;
Mallinckrodt’s ability to achieve expected benefits from restructuring activities;
Complex manufacturing processes;
Competition;
Product liability losses and other litigation liability;
Ongoing governmental investigations;
Material health, safety and environmental liabilities;
Retention of key personnel;
Conducting business internationally; and
The effectiveness of information technology infrastructure.
2
These and other factors are identified and described in more detail in the "Risk Factors" section of Mallinckrodt's Annual Report 
on Form 10-K for the fiscal year ended September 26, 2014. The forward-looking statements made herein speak only as of the
date hereof and Mallinckrodt does not assume any obligation to update or revise any forward-looking statement, whether as a
result of new information, future events and developments or otherwise, except as required by law.


Diversifies portfolio with durable, high-value, branded asset
Builds
reputation,
reach
and
impact
of
Mallinckrodt
and
INOmax
®
(Inhaled Nitric Oxide) in hospitals:
Extends footprint to respiratory therapies in NICUs
1
Increases value for clinicians, hospitals with comprehensive drug-
device-service platform
$2.3 billion agreement to fully acquire Ikaria, Inc.
Mallinckrodt expands hospital platform with Ikaria, Inc.
3/5/2015
INOmax is a registered trademark of INO Therapeutics LLC.
1
Neonatal Intensive Care Unit
Adds potential diversity in nephrology rare
disease pipeline with terlipressin (for injection)
Builds upon Mallinckrodt expertise in drug-
device development, regulatory management
and manufacturing to support future
development
3


Transaction highlights
3/5/2015
Consideration
Acquisition of Ikaria, Inc. for approximately $2.3 billion
Financial
Impact
Transaction expected to add at least $150 million in net sales
and be accretive to Mallinckrodt’s fiscal year 2015 adjusted
diluted
earnings
per
share
by
at
least
$0.25
per
share
1
Structure
All cash
Financing
Financing expected to include cash on hand, use of
Mallinckrodt’s $250 million revolver and debt
Timing
Closing expected early third fiscal quarter, subject to customary
closing conditions
1
Assuming close early in fiscal year 2015 third quarter
4


5
Innovative, integrated drug/device/service
offerings to support critically ill infants in NICUs
Steady growth driven by U.S. market
1
Calendar year revenue
Ikaria,
Inc.
growth
opportunity
in
hospital
critical
care
3/5/2015
Global Revenue
1
INOmax/INOmax
DS
IR
®
,
the
only
FDA-approved
treatment
for
neonates born at or near term suffering from hypoxic respiratory
failure (HRF) due to persistent pulmonary hypertension
Only FDA-inspected U.S. nitric oxide drug manufacturing facility
Delivery systems validated with 79 commonly used ICU ventilatory
devices
Multi-year contracts and
TotalCare
service foster
deep relationships in ICUs


6
COG
Integrated INOmax drug/device/service package
is core to success
3/5/2015
5 regional
service centers
5 regional
service centers
INOmax drug
INOmax delivery
system
Regular preventative
service & maintenance
(QA/QC)
Extensive distribution,
including emergency
shipments
24/7/365 technical &
medical support
Customer
Care
Customer
Care
Ongoing
physician/clinician
training
Highly
Satisfied
Customer
Mallinckrodt has commercial reach and scale necessary to expand access and
realize the full value of INOmax in the marketplace


7
Transaction continues to deliver on strategy, builds value
3/5/2015
Value
creation
Immediately accretive to fiscal year 2015
Diversifies
Mallinckrodt
revenue
and
operating
income
with
sustainable, growing, highly profitable business
Portfolio fit
Adds innovative, difficult-to-replicate asset to Mallinckrodt portfolio
Extends hospital presence; establishes presence in NICU
Builds potential in Mallinckrodt’s autoimmune and rare disease
nephrology pipeline with terlipressin (for injection)
Value for
INOmax
Builds brand recognition beyond the ICU
Broadens access
Supports drug/device innovation with Mallinckrodt development and
regulatory expertise