Bausch+Lomb IPO Presentation Deck slide image

Bausch+Lomb IPO Presentation Deck

Disclaimer Unless the context requires otherwise, (a) references to "Bausch + Lomb," the "Company," "we," "us," and "our" refer to Bausch+Lomb Corporation and its consolidated subsidiaries after giving effect to the separation (the "Separation") from BHC and (b) references to "BHC," and "Bausch Health" refer to Bausch Health Companies Inc. and its consolidated subsidiaries other than Bausch+Lomb and Bausch + Lomb's subsidiaries. Unless the context requires otherwise, statements relating to our history describe the history of the Bausch+Lomb segment of BHC and forward-looking statements assume the completion of the Separation. In this presentation, unless otherwise specified, references to "$" are to United States dollars. This presentation contains "forward-looking information within the meaning of applicable U.S. and Canadian securities laws, including, but not limited to, Bausch Health's plan to spin off or separate its eye health business, including the timeline for such transaction (including the timing of the initial public offering and spinoff); Bausch + Lomb's future prospects, performance, competitive position, expenses, business strategies and plans; the anticipated growth of the eye health market and segments therein (including the estimated compound annual growth rates (CAGRS) of these markets); the anticipated mega trends driving the eye health market; expectations regarding Bausch + Lomb's product pipeline, including expected regulatory filings and anticipated product launches (and the timing of same) and the transformational capabilities of such pipeline; the planned global expansion for certain of its products; expectations respecting Adjusted EBITDA margins, revenue growth, and capex; our anticipated tax rate; our liquidity and leverage targets; any change in our dividend policy; our M&A and BD&L strategy; and our growth opportunities. Forward-looking statements may generally be identified by the use of the words "anticipates," "hopes," "expects," "intends," "plans," "should," "could," "would," "may," "believes," "estimates," "potential," "target," or "continue" and variations or similar expressions, and phrases or statements that certain actions, events or results may, could, should or will be achieved, received or taken, or will occur or result, and similar such expressions also identify forward-looking information. These forward-looking statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in these forward-looking statements. These risks and uncertainties include, but are not limited to, the risks and uncertainties discussed in the "Risk Factors" section of the Company's Registration Statement on Form S-1 (File No. 333- 262148) (the "Registration Statement") with respect to U.S. investors and the second amended and restated preliminary PREP prospectus with respect to Canadian investors, which risks and uncertainties are incorporated herein by reference. They also include, but are not limited to, risks and uncertainties caused by or relating to the evolving COVID-19 pandemic, the fear of that pandemic, the availability and effectiveness of vaccines for COVID-19 (including with respect to current or future variants), COVID-19 vaccine immunization rates, new lockdowns in certain countries, the emergence of variant strains of COVID-19 and the potential effects of that pandemic, the severity, duration and future impact of which are highly uncertain and cannot be predicted, and which may have a material adverse impact on the Company, including but not limited to its supply chain, third-party suppliers, project development timelines, employee base, liquidity, stock price, financial condition and costs (which may increase) and revenue and margins (both of which may decrease). They also include, but are not limited to, risks and uncertainties relating to our proposed plan to spin off or otherwise separate the eye health business, including the expected benefits and costs of such transaction, the expected timing of completion of such transaction and its terms, our ability to complete such transaction considering the various conditions to the completion of such transaction (some of which are outside of our control, including conditions related to regulatory matters and a possible BHC shareholder vote, if applicable), that market or other conditions are no longer favorable to completing the transaction, that any shareholder, stock exchange, regulatory or other approval (if required) is not obtained on the terms or timelines anticipated or at all, business disruption during the pendency of or following such transaction, diversion of management time on transaction-related issues, retention of existing management team members, the reaction of customers and other parties to such transaction, the qualification of such transaction as a tax-free transaction for Canadian and/or U.S. federal income tax purposes (including whether or not an advance ruling from either or both of the Canada Revenue Agency and the Internal Revenue Service will be sought or obtained), potential dissynergy costs between the spun off or separated entity and the remainder of Bausch Health, the impact of such transaction on relationships with customers, suppliers, employees and other business counterparties, general economic conditions, conditions in the markets we are engaged in, behavior of customers, suppliers and competitors, technological developments and legal and regulatory rules affecting our business. In particular, we can offer no assurance that any spinoff or other separation transaction will occur at all, or that any such transaction will occur on the terms and timelines anticipated. Given these uncertainties, readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information, there can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this presentation represents our expectations as of the date of this presentation (or as the date it is otherwise given), and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward- looking information whether as a result of new information, future events or otherwise, except as required under applicable U.S. or Canadian securities laws. The Company has filed the Registration Statement, which includes a preliminary prospectus, with the U.S. Securities and Exchange Commission (the "SEC") in connection with the offering in the U.S. to which this presentation relates. The Registration Statement has not yet been declared effective by the SEC. Securities of the Company may not be sold nor may offers to buy be accepted prior to the time that the Registration Statement becomes effective. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any securities of the Company in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering will be made only by means of a prospectus. This presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice. Before you invest, you should read the Registration Statement, including the preliminary prospectus and other documents that the Company has filed with the SEC for more complete information about the Company and this offering. You can obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus related to the offering may be obtained from Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, N.Y. 10014 or Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, N.Y. 10282, by telephone at (866) 471-2526 or by email at [email protected]. This presentation includes certain financial measures, such as organic revenue growth, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flows and Free Cash Flow Margin, that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles in the United States of America ("non-GAAP"). Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to such similarly titled non- GAAP measures of other companies. We caution investors not to place undue reliance on such non-GAAP measures, but instead to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation. These Non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. See the Appendix for a reconciliation of each of these non-GAAP financial measures to the most directly comparable GAAP financial measure as well as certain definitions. Bausch+Lomb is in the process of completing its closing procedures for the quarter ended March 31, 2022 and, therefore, our financial information for the quarter ended March 31, 2022 included in the presentation is preliminary and subject to change. Bausch + Lomb's independent registered public accounting firm, PricewaterhouseCoopers LLP, has not yet reviewed, and does not express an opinion with respect to, any of the financial information or data for the quarter ended March 31, 2022 included in this presentation. Our actual results may differ materially from the financial information included in this presentation due to the completion of our financial closing procedures, final adjustments, completion of the review of our financial statements referenced above and other developments that may arise between now and the time such review is completed. The comparable information about other issuers was obtained from public sources and has not been verified by the Company or the underwriters. Comparable means information that compares an issuer to other issuers. The information is a performance summary of the relevant attributes of certain companies that are considered to be an appropriate basis for comparison with the Company based on a variety of factors, including size, operating metrics, revenue growth and business model. This information has been included to provide the prospective investor an overview of the performance or market condition of what are expected to be comparable issuers. The comparable issuers face different risks from those applicable to the Company. Investors are cautioned that past performance is not indicative of future performance and the performance of the Company may be materially different from the comparable issuers. If the comparables contain a misrepresentation, investors do not have a remedy under securities legislation in any province or territory of Canada. Investors are cautioned to not put undue reliance on the comparables in making an investment decision. BAUSCH + LOMB N
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