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[LOGO]

 

Novartis Merger:

Presentation to Stockholders

 

March 2006

 



 

Agenda

 

1.                   Chiron’s Perspective on the Transaction

 

2.                   Questions & Answers

 

3.                   Session with Chiron Directors*

 


*  “Directors” throughout this presentation refers to the Non-Novartis Directors.  See Annex A for biographical material on the Directors.

 

[LOGO]

 

2



 

Fair Price and Better Than Status Quo

 

                  Novartis has had the right to acquire Chiron since 1994

                  Appropriate time

                  11 month process to allow time to address business challenges

                  No significant near-term milestones to drive value

                  Fair price:  Determined by Directors following careful consideration of opportunities and risks

                  BioPharma - tifacogin significant opportunity but high risk; molecular oncology promising but very early

                  Vaccines - substantial opportunity but ongoing challenges and intensified competition

                  Blood Testing - strong commercial capabilities but key patents expiring and no proven development or manufacturing capabilities

                  Royalties - significant to earnings but expected to decline as key patents expire

                  Better than status quo:  significant downside risk in absence of Novartis deal

                  Valuation of management’s long range plan shows significant risk of lower value

                  Continued operational challenges and execution risks

                  Potentially protracted uncertainty may impact operations (including ability to hire and retain key personnel) and share price

 

3



 

Novartis Has the Right to Acquire Chiron

 

                  Under the 1994 Agreements, Novartis has the right to acquire Chiron in accordance with a specified process

 

                  Directors leveraged Chiron’s rights under Governance Agreement to achieve optimal outcome for Chiron stockholders

 

Governance Agreement enabled Directors to optimize outcome

 

4



 

Appropriate time

 

 

 

Better than status quo

 

 

 

Fair price

 

 

5



 

11-Month Process Allowed Chiron to Address Business Challenges

 

                  The Directors conducted discussions with Novartis at a deliberate pace

                  11 months elapsed from first discussions to definitive merger agreement

 

                  During this period, Chiron achieved several significant milestones:

                  Re-entry to U.S. flu market

                  Completion of Phase 3 trial in EU for flu cell culture

                  Initiation of Phase 1 / Phase 2 trial in U.S. for flu cell culture

                  Positive data on MF59 adjuvant with potential pandemic strain

                  Steady progress on patient enrollment in tifacogin trial

                  Initiation of Phase 3 trial for TIP

                  Initiation of Phase 1 trials for CHIR-258 and CHIR-12.12

                  Geographic expansion and ex-U.S. Procleix Ultrio Assay penetration

 

                  These achievements were expected and well communicated to investors and marketplace

 

Directors managed process to increase value

 

6



 

No Compelling Reason to Further Extend Discussions

 

                  No significant value-enhancing milestones in the near term beyond those considered

 

                  While Chiron successfully addressed many critical challenges, significant issues still lie ahead, including:

                  Flu vaccine manufacturing challenges, including regulatory agencies interactions relating to Fluvirin and Begrivac, and increased competition

                  Heavy dependence of BioPharma business on tifacogin

                  Risks intrinsic to drug development and regulatory approval (e.g. Pulminiq “approvable” letter)

                  Slower growth and regulatory delay in Blood Testing business (Procleix Ultrio and Procleix Tigris)

                  Ongoing litigation relating to Fluvirin

                  Managerial and operational challenges of running complex, global business

 

                  Risk of Novartis invoking arbitration process, with unpredictable results

 

Discussions with Novartis concluded at appropriate time for Chiron

 

7



 

Appropriate time

 

 

 

Better than status quo

 

 

 

Fair price

 

 

8



 

Better Than Status Quo:  Significant Downside Risk If No Novartis Deal

 

                  Valuation of long range plan shows significant risk of lower value

                  Prepared by management and thoroughly reviewed by Directors

                  No milestones have been achieved since the date of the transaction that are not captured in the long range plan and reflected in the valuation

 

                  Continued operational challenges and execution risks

                  Earnings misses

                  MMR recall and withdrawal

 

                  Potentially protracted uncertainty may impact operations (including ability to hire and retain key personnel) and share price

                  Novartis veto power over certain strategic transactions, publicly stated intention not to sell its 44% stake, and right to initiate new buy-out proposal at any time

 

9



 

Appropriate time

 

 

 

Better than status quo

 

 

 

Fair price

 

 

                  Determined by Directors with significant industry and financial expertise following careful consideration of opportunities and risks

 

10



 

BioPharma Business is Challenging for Chiron

 

                  Scale of business: high levels of R&D spend relative to current sales

                  And current R&D spend is only a fraction of what will be required to advance promising early stage programs

 

                  Need to make significant investments in manufacturing and commercial capabilities pre-launch

 

                  Mixed record of internal product development – most existing products have been obtained via acquisition or licensing, including Betaseron, Proleukin, TOBI, and Cubicin

 

                  Certain current products are under competitive pressure or subject to near-term patent expiration – Proleukin, Betaseron

 

                  The molecular oncology program, while showing initial promise, is very early in development

 

                  Tifacogin is potentially a substantial opportunity but entails significant risk

 

Future growth and profitability of BioPharma is heavily dependent on tifacogin, which remains a high-risk program

 

11



 

BioPharma Business Is Heavily Dependent on Tifacogin

 

Tifacogin Revenue Share

 

[CHART]

 

Source: Chiron Management Projections

 

12



 

Business Considerations – BioPharma

 

 

 

Opportunities

 

Risks

 

 

 

 

 

Tifacogin

 

                  Large market opportunity and profitability potential

 

                  Clinical trial results subject to substantial uncertainty

                  Commercialization not expected until 2008 or beyond and will require a partner to realize full potential (share profitability)

                  Scale and timing to commercial manufacturing and potential capacity constraints

 

 

 

 

 

Molecular Oncology Program

 

                  Traction in small molecule research efforts and XOMA collaboration

                  Innovative development approach (molecular oncology / translational medicine)

 

                  Very early stages of development

                  Ability to resource development programs adequately, will need to partner

                  Long timeline to commercialization

                  Highly competitive field

 

 

 

 

 

TIP

 

                  Expansion of TOBI franchise

                  Potential improvement in patient compliance

 

                  Limited incremental growth potential above TOBI

                  Scale up to commercial manufacturing

 

 

 

 

 

Existing Products

 

                  Established market presence

                  Divestiture of legacy product lines could provide cash for additional investment

 

                  Proleukin - rapidly losing market share

                  Betaseron - significant competition and patent expiration in 2007/2008

 

13



 

Vaccines Represents Substantial Opportunity But Has Risks

 

                  Traditional egg-based influenza vaccines, including Fluvirin vaccine and Begrivac vaccine, have fueled Chiron’s vaccines growth

 

                  While remediation efforts to date have been successful, financial and reputational costs to Chiron are substantial

 

                  GMP compliance will require continuous improvement to meet ever higher regulatory standards over time

 

                  Chiron’s competitive position in influenza market has declined with new market entrants, including GSK and CSL

 

                  Flu cell culture conversion, which is a significant opportunity for Vaccines segment, faces developmental, regulatory, and manufacturing hurdles

 

                  Pandemic flu is an important strategic opportunity, although incremental commercial value is uncertain and technical challenges must be overcome

 

                  Meningitis B program is promising and proprietary, but development, manufacturing, and commercial risks remain; MenACWY will be second to market

 

Vaccines business remains an attractive opportunity but key products and programs face intensifying competition and on-going challenges

 

14



 

Competition in the Flu Vaccines Market Is Growing

 

Projected U.S. Market Share of Main Vaccine Companies

 

[CHART]

 

Source: Chiron Internal Marketing Projections

 

15



 

Pandemic Influenza Vaccine Strategy Presents Challenges

 

PRIOR TO A PANDEMIC

 

                  Until there is an actual pandemic, opportunity may be limited to government stockpiling (manufacturing between seasonal campaigns) and government funding of R&D

 

                  Commercial potential for stockpiling is unclear

                  So far, limited demand…government tenders have been small

                  Larger demand would require additional capacity

                  Narrow window between seasonal campaigns heightens capacity constraints

                  Each country has different specifications

                  Government pressure on pricing

 

                  Competition is intensifying

                  GSK, MedImmune and Sanofi-Pasteur have initiated or plan to initiate development

 

16



 

Pandemic Influenza Vaccine Strategy Presents Challenges

 

DURING A PANDEMIC

 

                  An actual pandemic may lead to year-round production of pandemic strain in lieu of seasonal campaigns for a brief period

                  Proprietary adjuvant MF59 may reduce antigen requirements and increase supplies

                  Government pressure on pricing may lead to lower margins

                  But in order to produce a commercial pandemic vaccine, technical obstacles must first be addressed…

                  Pandemic vaccine may require higher number of doses than seasonal vaccine

                  Adjuvants may be required to improve immunogenicity

                  Manufacturing yields expected to be relatively low

                  Unclear that these technical obstacles will be resolved before pandemic arrives

                  …and the regulatory pathway is still not clear

                  No currently approved pandemic vaccines

                  FDA and EMEA may have different requirements

                  FDA has not approved any adjuvant other than alum

                  Flu cell culture production, which is not reliant on egg supply, may afford an advantage

                  Significant capital investment is required (U.S.: $350-$400MM, EU: $80-$100MM)

 

17



 

Business Considerations – Vaccines

 

 

 

Opportunities

 

Risks

 

 

 

 

 

Flu

 

                  Regained Liverpool license and delivered product for 2005-2006 season

                  Strong terms and relationships with distributors

 

                  Continued Liverpool manufacturing issues

                  Begrivac must be re-launched

                  Competitors entering market increasing supply

 

 

 

 

 

Flu Cell Culture

 

                  Production not reliant on egg supply

                  Pricing opportunity

 

                  Regulatory approvals

                  Capacity limitations

                  Competition from increasing egg-based supply

 

 

 

 

 

Pandemic

 

                  Egg-based capacity may be utilized between annual campaigns for government stockpiling

                  MF59 may reduce antigen requirements

                  Increased sales in pandemic years

 

                  Government stockpiling: differing strains, specifications, timing, frequency, pricing, capacity limitations

                  MF59: capacity constraints, unclear regulatory approval path, especially FDA

                  Technical and regulatory hurdles to get an approved pandemic vaccine, pressure on pricing

 

 

 

 

 

Meningitis

 

                  Novel technology for MenB vaccine - major unmet medical need

                  MenACWY infant data promising

 

                  MenB very early

                  MenACWY competition (Sanofi-Aventis already on market)

                  Manufacturing facility for MenB and MenACWY requires new FDA approval

 

18



 

Blood Testing Business is Strong But Has Limited Growth Potential

 

                  Strong commercial capabilities and solid intellectual property

 

                  Growth is slowing

 

                  Key patents are facing expiration

 

                  Chiron has no proven internal development or manufacturing capabilities for “next generation” platform

 

19



 

Business Considerations – Blood Testing

 

 

 

Opportunities

 

Risks

 

 

 

 

 

General

 

                  Strong commercial capabilities in well defined market segment

                  Geographic expansion

 

                  Slower growth (limited donations, limited assays)

                  Uncertain adoption in developing countries

                  Upcoming expiration of key patents

 

 

 

 

 

Assays

 

                  Procleix West Nile Virus (WNV) Assay

                  Procleix Ultrio Assay – U.S.

                  vCJD Assay

 

                  WNV is U.S. only: no growth beyond move to commercial pricing

                  Ultrio regulatory delays

                  vCJD Assay in early stage

 

 

 

 

 

Procleix Tigris

 

                  Fully-automated NAT platform

 

                  Regulatory delay

                  Issues of reliability

 

 

 

 

 

Development

 

                  Potential next-generation instrument combining NAT and immunoassay tests may afford protection post-patent expirations

                  Enzyme conversion to universal blood group 0 (“ECO”)

 

                  Early stage; ability to internally develop or manufacture next gen. product unproven

                  ECO is unproven technology with uncertain regulatory pathway

 

20



 

Directors Managed Process to Achieve Fair Price

 

                  Conducted by Directors with significant industry and financial expertise *

 

                  Independent, top-tier financial and legal advisors

 

                  Transaction timeline managed by Directors to achieve an optimal outcome

 

                  Threat of invoking additional procedural rights provided for in Governance Agreement, such as arbitration and delay, resulted in fair price for stockholders

 

                  Unanimous approval by Directors

 


* See Annex A

 

21



 

$45 Offer Represents Fair Value for Chiron Stockholders

 

                  In assessing the transaction, Directors carefully considered the business risks and opportunities described above

 

                  The Directors required and relied on certain analyses, and also obtained fairness opinions from two independent financial advisors, Credit Suisse and Morgan Stanley

                  Industry-accepted methodologies and sensitivities to projected business performance

                  Historical trading ranges

                  Prior to initial offer, research analysts forward price targets of $32 -$42 per share

                  Selected companies analysis

                  Discounted cash flow analysis, consolidated and sum of the parts

                  Various sensitivity analyses and additional data

 

•     $45 value is supported by and attractive relative to ranges implied by analysis and Chiron’s intrinsic value and reflects a significant portion of synergy value available to Novartis

 

                  Value represents outcome of extensive negotiation and careful timing by Directors

 

$45 offer deemed by Directors to be fair and most attractive alternative available to Chiron

 

22



 

Fair Price and Better Than Status Quo

 

                  Novartis has had the right to acquire Chiron since 1994

 

                  Appropriate time

                  11 month process to allow time to address business challenges

                  No significant near-term milestones to drive value

 

                  Fair price:  Determined by Directors following careful consideration of opportunities and risks

                  BioPharma - heavily dependent on high risk tifacogin program

                  Vaccines - substantial opportunity but ongoing challenges and intensified competition

                  Blood Testing - strong commercial capabilities but key patents expiring and no proven development or manufacturing capabilities

                  Royalties - significant to earnings but expected to decline as key patents expire

 

                  Better than status quo

                  Management’s long range plan would not produce higher value

                  Continued operational challenges and execution risks

                  Significant downside risk in absence of Novartis deal

•     Novartis veto power over certain strategic transactions, publicly stated intention not to sell its 44% stake, and right to initiate new buy-out proposal at any time

•     Potentially protracted uncertainty may impact operations (including ability to hire and retain key personnel) and share price

 

23



 

Annex A:  Independent Directors’ Biographies

 

Vaughn D. Bryson

Director since 1997; former President and CEO of Eli Lilly

 

Lewis W. Coleman

Director since 1991; former Chairman and CEO of Bank of America Securities

 

J. Richard Fredericks

Director since 2003; Chairman of Dionis Capital, a New York based-hedge fund focusing on the financial services industry

 

Howard H. Pien

Chairman and CEO Chiron; former President of Pharmaceuticals International at GSK

 

Denise O’ Leary

Director since 2002; former General Partner of Menlo Ventures, a private venture capital firm

 

Edward Penhoet, Ph.D.

Director since 1981; Co-Founder, Former President and CEO of Chiron

 

Peter J. Strijkert, M.D.

Director since 1987; Chairman of Crucell N.V., a biotechnology company focused on developing products that prevent and treat infectious diseases

 

24



 

[LOGO]

 

Novartis Merger:

Presentation to Stockholders

 

March 2006