1. Jefferies Healthcare Conference Presentation 13th November 2012

2. Director, Strategic Business Development
Today’s presenters
John Beighton
Chief
Executive
Officer
John Beighton joined Mercury Pharma in May 2010
John has over 29 years of pharmaceutical industry experience
Prior to joining Mercury, John spent 14 years at Teva Pharmaceuticals at various positions including as the Head of Teva UK and Vice President of Global Business Optimisation.
Prior to joining Teva, John spent 14 years with the pharmaceutical sales and marketing department at SmithKline Beecham
Guy Clark
Director, Strategic Business Development
Guy Clark joined Mercury Pharma in August 2010
Guy has over 20 years of experience in the pharmaceutical industry
Prior to joining Mercury Pharma, Guy had been President of Glenmark Europe for 3 years, and Director of Business Development for IVAX Europe for 5 years
Guy also has a background in large pharma in sales, marketing and BD roles, having spent 9 years with GD Searle and Pharmacia
Today’s Presenters

3. Merger Plan

4. Merger Background
Cinven acquired Mercury Pharma in August of 2012 with the ambition of creating a significant pan- European specialty pharmaceutical company focused on niche products, with an asset-light business model
Cinven later announced the acquisition of Amdipharm, which specialises in marketing branded off-patent pharmaceutical products internationally. The transaction closed on October 31, 2012
Mercury now plans to merge with Amdipharm in a combined operation, run by group CEO John Beighton.
The transaction creates an exciting enhanced business that:
Doubles the scale of the business with revenues of over £200m across 200+ molecules
Significantly expands the geographic foot print of the business in over 100 markets
Enhances a diversified business by decreasing reliance on any single product or manufacturer
Provides growth drivers through exploiting new opportunities across both business models
Creates cost synergies by combining infrastructure and leveraging Mercury’s bi-national cost structure 4

5. Mercury Pharma snapshot
Company Overview
Mercury Pharma is a specialty pharmaceutical company focused on sale of niche prescription off-patent products with limited competition from originators or generics manufacturers or license holders
Operates in the retail and hospital segments with a direct sales presence in the UK, Ireland and the Netherlands with sales and marketing partnerships across 25 countries and distribution partners in 10 countries
Flexible, asset-light business model focused on the sale of niche products with manufacturing outsourced to over 35 partners
Core Processes centre of excellence in Mumbai, employs 2/3rd of the company staff
Mercury Pharma Growth Strategy
Driving volume growth of existing portfolio
Sustainable price increases in existing portfolio
Investment in product development to drive future new product launches
Profitable international expansion through insourcing sales and marketing in select territories (e.g. Netherlands)
Standalone Pharmaceutical Trading Performance (£m)
FYE - 31 December
STRONG STRATEGY ALREADY IN PLACE
Over the past two years since we have run Mercury, we have developed a very focused and successfully strategy to drive growth from our existing portfolio
Mercury has a long and successful trading history in the pharmaceutical sector prior to current management joining Mercury
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Historical numbers based on FYE - March 31 5

6. Amdipharm snapshot Company Overview
Headquartered in Basildon (UK), Amdipharm is a specialty pharmaceutical company that acquires, markets and sells off- patent specialist pharmaceuticals
Through eighteen significant acquisitions, Amdipharm offers more than 50 molecules which sell in over 80 countries and generated revenue of £107m (2012PF)
Operates a highly flexible, asset-light business model with 26 third party manufacturers and 62 API suppliers to produce its portfolio of 632 finished SKUs
Amdipharm is expected to show a decline in mature products, which is compensated with growth from drugs like Valoid ampules, soluble Prednisolone and Neomercazole, where the company has exclusive / semi-exclusive positions
Founded in 2002 and acquired by Cinven in October 2012
Standalone Amdipharm Trading Performance (£m)
FYE - 31 December
AMDIPHARM IS A SIMILAR BUSINESS BUT UNDERMANAGED WITH SIGNIFICANT OPPORTUNITIES FOR US
What gets us excited about Amdipharm is that it has an extremely similar profile to what we found at Mercury when we arrived 2 years ago, but with a business primarily focused on markets outside the UK
The Amdipharm portfolio had been managed to provide an annuity cash stream for the private owners with little focus on driving further growth from the portfolio- we see a lot of potential in it 6

7. Mercury & Amdipharm combined
Enhanced diversification
Mercury & Amdipharm
Mercury
by product
by country UK
Proprietary sourced primary deal, leading to bilateral discussions with family owners
Apply best practise / knowledge management across both companies
Extract synergies from the two businesses, including taking advantage of the relatively scalable Indian offshore operations that Mercury has to optimise the overall cost base
Increase diversification
Country level: including targeted opportunities to enhance the international footprint (e.g. cross-selling products, more extensive in-market presence that can be justified by larger scale etc)
Product: Greater diversification of revenues gives better defensibility and opportunity to build on niche therapeutic franchises (e.g. paediatrics)
Exit the larger (and more globally diversified) combined business

8. Rationale for combining Mercury Pharma and Amdipharm
Enhanced position as a leading niche global pharmaceutical company
Doubling scale – 2012PF revenue increased from £104m to £212m (104% increase), 2012PF EBITDA increased from £50m to £94m (88% increase)
202 molecules (92% increase) split between 1,383 SKUs (259% increase)
Non-UK sales increased from 24% to 44%
Highly complementary businesses enhancing diversification
No meaningful overlap in existing molecule or SKU portfolio
UK reduced from 76% to 56% of total group revenue
No individual molecule represents >11% of combined revenue;
No individual CMO represents >10% of combined spend
Both companies operate an asset-light business model
Significant achievable cost synergies
Clearly identified cost synergies from eliminating overlapping headcount and infrastructure and consolidation of distribution and manufacturing and leveraging Indian operations
Further synergies from reduced wholesaler rebates given increased scale and breadth of product offering
Potential benefit could be £10-12m per annum
THE BUSINESSES ARE A GREAT FIT
These two businesses fit together given the similar focus on off-patent defensive niche products (but with no overlap and therefore very complementary), with Amdipharm significantly diversifying the business internationally, reducing product concentration further and adding significant scale
It further offers significant opportunities to enhance growth further while providing some easy cost synergy gains in the short and medium term
Provides platform for immediate further growth
Combined management team and infrastructure brings together Mercury Pharma’s UK and Amdipharm’s international expertise to create a best in class operations
Identified and easily achievable value optimisation opportunities to be delivered through a combined business strategy; Amdipharm is an under exploited portfolio but is beginning to apply Mercury Pharma’s proven approach to drive growth 8

9. Strategy for combined business
Robust strategy built upon key strengths and principles of both companies
Apply best practices across both companies to drive value and growth
Not an operationally transformational acquisition, given asset light model – but easy wins given a similar focus on off- patent niche products:
Apply Mercury Pharma’s portfolio value optimisation skills to the Amdipharm UK portfolio
Utilise Mercury Pharma’s scalable, bi-national infrastructure for best-in-class skills at relatively low cost
Employ Mercury Pharma’s significant business development team to extend pipeline development across the group’s full range of products and markets
Leverage Amdipharm's strong international experience and network of partners to maximize potential of group portfolio - 14 countries have sales greater than £2m
Multiple levers to achieve growth
Significant volume / price optimization opportunities - Mercury Pharma management successfully applied this strategy to the Mercury portfolio over the last two years; Amdipharm started to apply this strategy but portfolio remains underexploited; opportunity to accelerate because Mercury management has a proven track record in executing
Leveraging Mercury Pharma’s development team to develop pipeline across the Group
Enhance opportunities to consolidate international operations into directly managed subsidiaries to drive further growth and enhance profitability (as done in Netherlands)
WE HAVE AN ALREADY PROVEN STRATEGY THAT WILL BE APPLIED TO THE COMBINATION
Our strategy for the combined business is underpinned by the successful strategy we implemented and executed upon when we took over Mercury pharma
We will adopt the best practices of the two organizations in the UK and internationally, drive profitable growth through multiple levers at our disposal, and tap synergies quickly and efficiently with no disruption to either business
Realise synergies to optimise combined organisation
Identified and verified immediate cost savings of at least £6m per annum
Consolidation of overlapping headcount and infrastructure (leveraging existing Indian operations) and enhancing sales terms with wholesalers and distributors
Further operational enhancements from optimising third-party manufacturing base
Cautious and prudent approach will be adopted – Management team have significant experience of amalgamating acquisitions and successfully delivering synergies 9

10. Key Strategic Elements

11. Key Strategic Elements
Enhanced by merger 1
Highly diversified portfolio
The combined business has 202 molecules split between 1,383 SKUs
Largest drug contributes no more than c.10% to group sales
Sales presence in 125 countries, 3 direct and rest through distributors 2
Limited and stable competitive dynamics around key products
Strong barriers to entry due to relatively small size of individual product markets by country, combined with geographic and SKU diversity and requirement for separate marketing authorisations by country
Provides recurring revenues 3
Favourable position in UK regulatory framework
Portfolio comprises low-cost, off-patent products which are not the main focus of healthcare cost reduction initiatives
UK is an attractive market owing to unrestricted pricing on unbranded products 4
Bi-national, outsourced business model supporting strong, sustainable margins and cash generation
Current Mercury Pharma infrastructure in India can be leveraged for operations reducing headcount and generating synergies
Largest CMO supplier is just c.10% of revenue for combined company, down from 21% for Mercury Pharma standalone
THE COMBINATION ENHANCES ALL OUR KEY CREDIT HIGHLIGHTS WHILE DRIVING GROWTH
The beauty of this combination is that our underlying business strategy remains the same while significantly enhancing virtually all of our key characteristics important for any lender 5
Multiple organic growth opportunities
Proven track record at executing multiple volume and price initiatives, tailored for each SKU
Low-risk, low-cost pipeline already well progressed
Synergies

12. Highly diversified portfolio1

13. Limited and stable competitive dynamics around key products2
Sales (£m)
Complex manufacturing processes
Many of these products are old, with out-dated manufacturing processes, and were generally divested because they were difficult to make
Regulatory approvals
Many of the products will have been on the market for many years and hence will have been approved under “easier” regulatory regimes
Obtaining a new approval will often require qualifying under newer, tougher approval regimes
Relatively limited sales potential
Many of these niche products have total sales by presentation in any given country of less than £2m
Nearly all of these niche products have total global sales of less than £10m
This makes it harder for other suppliers to find it economically viable to enter the market -
rantoin
Speaker: JB
Mercury Pharma’s top 10 products were responsible for 70.2% of FY 2012 revenue
7 of the top 10 products enjoy exclusive or semi-exclusive market positions
Levothyroxine accounts for 16% of revenue however within this it is diversified across 15 SKUs 0%
United Kingdom
France
Italy
Ireland
South Africa
Spain
Australia
Belgium
Portugal
Netherlands
Other Markets
Difficult to manufacture / API sourcing
Financial unattractiveness (sales <£2m)
Existing competition

14. Favourable position in UK regulatory framework3
UK is an attractive market for Mercury/Amdipharm
UK pharmaceutical reimbursement less at risk from austerity policies
Unlike many other areas of government expenditure, the DoH currently forecasts the NHS budget (£108.8bn) to continue to rise, at 2.5% CAGR through the year
Pharmaceutical reimbursement contributed c.10% to the total NHS budget in 2012, so is not as material to overall healthcare spending as actual service provision, which is the primary focus of healthcare reform
The UK has one of the lowest per capita pharmaceutical spends in Europe…
…driven by an effective regulatory policy encouraging the use of off-patent products
Penetration of off-patent drugs in % (by volume)
…and the lowest average cost per prescription…
THE UK REGULATORY SYSTEM IS THE MOST STABLE BECAUSE IT HAS PROVEN BY FAR THE MOST EFFECTIVE AT LOWERING COST TO THE PAYOR
We are fortunate to have 50% of our sales in the UK where the regulatory system is the most efficient and least likely to change given the premium savings it delivers vs almost any other in Europe
Also within this system pharmaceuticals represent a relatively small % of the overall budget – therefore cost-cutting measures likely to be targeted at other areas
Source: IMS, EGA and Mercury Pharma management

15. Bi-national, outsourced business model supporting strong, sustainable margins and cash generation4
Mercury Pharma’s scalable operating structure
Head-to-head comparison
2011PF Revenue (£m) 89
103
Efficient structure combining UK headquarters with Indian centre of excellence
FTEs 41 9 30 46 38 30
Commercial 40 16
Business Devt 7 2
Number of employees
Finance 23 13
Legal 2
Supply Chain 19 24
Others
Total employees
Med, Reg & Quality 53 43
High-quality employee base in India
A balanced mix of qualified employees with varied academic backgrounds and strong understanding of regulatory, pricing and competitive aspects of the European pharmaceuticals industry
India-based employees account for 65% of headcount but only 22% of employee cost
HR / IT 29 7
Admin 14 4
OUR BEST IN CLASS OPERATIONAL STRUCTURE WILL ALLOW FOR SIGNIFICANT SYNERGIES
The bi-national structure across the UK and India of Mercury is scalable and will provide very significant, easily identifiable and implementable synergies across the combined group and ensures strong margin and cash flow generation
Number of employees
Employee costs
Total FTEs
187
109
Senior Management 7 5
Total FTEs
194
114
Mercury Pharma infrastructure is designed to be scalable and is built for growth
Significant overlap providing substantial scope for synergies
Note: Global Operations includes Quality, Supply Chain Management, Procurement and Project Management

16. Bi-national, outsourced business model supporting strong, sustainable margins and cash generation4
Long and closely managed strategic relationships with well established blue-chip CMOs with some approaching 15 years
Combined company has decreased overall reliance on any single CMO
Top 10 CMOs by net spend (1)
CMO
Rank Mercury
Mercury Pharma Standalone
% of spend
Rank Amdipharm
Amdipharm
Standalone
Spend (£m) (1)
% of Total
Spend (2) - 1
18%
7.0
10.4%
21% 9 2%
6.7
9.9% 2
13%
5.3
7.9% 3
11%
4.3
6.4% 4 8%
3.3
4.9% 5
3.0
4.5%
10%
2.8
4.2% 9%
2.7
3.9%
2.6
3.8%
2.4
3.6%
Subtotal
52.6
59.3%
Other
14.8
40.7%
Total
67.4
100%
THE COMBINATION HAS AN ADDED BENEFIT OF STRENGTHENING OUR CMO PARTNERSHIPS WHILE DECREASING ANY ONE CMO EXPOSURE IN HALF
With both companies successfully utilizing out-sourced production, our partnerships expand significantly while decreasing the exposure to any one CMO in half to just 10%
We are also continuing our dual-sourcing strategy which continues to proceed in line with planned timing (June/July 2013 for full dual-sourcing)
Figures refer to 2011PF for Amdipharm and Mercury Pharma
Figures based on CY2011 for Amdipharm and FYE March 2012 for Mercury Pharma

17. Multiple organic growth opportunities5
Volume
Price
Mercury/ Amdipharm
Best practice synergies
Low risk, executable pipeline
WE CAN APPLY MULTIPLE LEVERS TO DELIVER GROWTH
The combination provides an enhancement of growth opportunities from a number of different sources, all of which we will tap to build the business further
International consolidation
Multiple levers to drive growth with different strategies for different products and geographies

18. Multiple organic growth opportunities: Low risk pipeline5
Low risk executable initiatives
Solid track record of delivering
FY13 full-year budget of £4.2m
New Company
Revenue (£m)
95% above YTD budget
Superior execution of Mercury Pharma management strategy
Launch of existing molecules in new markets
New strength version of existing molecules
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PIPELINE SUCCESS CONTINUES:
8 product launches YTD – on track vs plan
KEY NEW LAUNCHES:
Eltroxin Oral Solution launched in May 2012 – on time
Alfacalcidol capsules launched in May 2012 – on time
Teromeg (Omega 3) capsules launched in October 2012 – on time
PRIOR YEAR GROWTH DRIVERS:
Codipar capsules (new formulation of existing product)
Co-codamol Effervescent (new formulation of existing product)
FUTURE PIPELINE:
9 new deals signed YTD, against YTD target of 7
New formulations of existing molecules
WE WILL HAVE MORE BREADTH TO BENEFIT FROM THE COMBINED GROUPS PIPELINE OF LOW RISK DEVELOPMENTS
Our combined infrastructure and investment in pipeline provides for additional growth opportunities and we have already over-delivered in this area at Mercury where we spear-headed such investment in low-risk pipeline
New molecules
C. 11% of 2015 revenue comes from low risk executable pipeline initiatives(1)
Figures based on CY2011 for Amdipharma and FYE March 2012 for Mercury Pharma
Figures are YTD Sep-12 (April to September)

19. Multiple organic growth opportunities: International consolidation5
There is significant potential upside from undertaking incremental investment in recruiting sales managers across selected international markets.
Potential front-end strategy in international markets
A natural progression of the Company’s international business as it gains scale is to establish a direct sales presence in selected markets
A direct presence would allow the Company to:
Capture a greater portion of the pharmaceutical value chain
Implement a ‘push’ strategy for its products to drive higher sales
Better identify opportunities for its products already being sold in the UK
Identify local product / company acquisitions
In FY2012, Mercury Pharma management moved from a distributor model to a direct sales model in the Netherlands (see case study on right hand side)
Management believes there is significant upside potential in replicating the Dutch model across other ‘mature’ generics markets (with no / limited generics detailing) requiring only small sales offices to significantly drive sales
Potential markets for front-ending could include:
Case study – establishing direct sales in the Netherlands
In FY2012, Mercury Pharma recruited a sales manager in the Netherlands and subsequently revised its contract with its partner from a sales and marketing function to a distribution function
The table below shows management’s best estimate of the impact of the new business model in the Netherlands
YE 2011
YE 2013
Revenue (£m)
1.6
2.9
Gross margin
83.0%
79.6%
Cost of sales employees (£m) -
0.1
Illustrative operating profit (£m)
1.0
2.1
Operating margin
65.2%
70.5%
Sales (£m)
12.3
5.1
3.6
9.6
4.2
9.3
3.9
3.0
6.2
3.7
2.3
5.4
1.7
AND WILL BENEFIT FROM GREATER SCALE IN INTERNATIONAL MARKETS
With a much broader and greater scale of our international foot-print, there is even more potential to execute on revenue and profit enhancing strategies as we did with The Netherlands recently
This is a material upside to the Business Plan case we have presented to you