0 Ixonardo &Co.

0 Ixonardo &Co. EFTA01077699 1. Investment rationale 2. Overview of Farmabios 3. Overview of PharmaZell 4. Combined Case financials 5. Combined Case financial structure & return tables 6. Co-investor proposed terms Appendix: A Key financials Farmabios & PharmaZell B Ergon Capital Partners Overview Leonardo &Co. EFTA01077700 Project Zermatt - Introduction Project Zermatt ■ Ergon Capital Partners II SA ("Ergon") signed in September 2011 the acquisition of Pharmazell GmbH, in order to combine it with its portfolio company Farmabios SpA and create a leading player in the niche APIs sector with sales and EBITDA in excess of E100m and E20m respectively (the "Combined Company"). The transaction is subject to regulatory approvals and is expected to close in October 2011 ■ PharmaZell and Farmabios will operate under a common holding, Zellbios SA (currently named Farmabios International SA), controlled by Ergon and headquartered in Luxembourg ■ Ergon seeks to syndicate a minority stake of the equity in the combined transaction, out of a total equity commitment of E60m ■ Ergon is a mid-market private equity investment company with E775m under management backed by Groupe Bruxelles Lambert (GBL) and Parcom Capital/ING, which targets equity investments from E20m up to E75m in companies located in Benelux, France, Italy, Spain, Germany and Switzerland. Headquartered in Brussels, Ergon has offices in Paris, Milan and Madrid. Ergon's investment philosophy is one of value creation in partnership with management. following an industrial strategy to generate long-term capital gains. Ergon deploys the industrial and conservative long-term vision of a successful family-controlled group (GBL) ■ Ergon has asked Leonardo & Co. to support this process, all inquiries should be made to: Ulrich Graebner Managing Director Leonardo & Co. GmbH & Co. KG Bockenheimer LandstraBe 2-4 60306 Frankfurt am Main Germany Tel.: + Fax: Leonardo & Co. Volkmar Hellmich Executive Director Confidential September 2011 EFTA01077701 Investment rationale a Leonardo &Co. Confidential September 2011 EFTA01077702 Investment rationale The combination of Farmabios and PharmaZell creates a leading player in specific API niches with superior profitability 1 I Leading European API player in specific and less competed niches 2i Critical mass and broad products portfolio 3 I Optimised production footprint 4 I Strong commercial platform with intimate relationships to key customers 5 I Strong R&D position The combination of Farmabios and PharmaZell creates a leading player in specific API niches, namely steroids, HPS (high potency substances), antineoplastics, 5-ASA and cysteines with significant/dominant market share in each of these segments, providing for important barriers to entry The combination of Farmabios and PharmaZell creates a company of E100 m sales, giving it sufficient critical mass to maintain a strong position with innovators and large generic pharma companies; cross-selling opportunities with further scope for business expansion The combination of Farmabios and PharmaZell leverages on four different production plants in diversified regions (Italy, Germany, India), ensuring multi-site production to its key customers. Furthermore, the combined entity benefits from a mix of sites in Europe, with significant know-how and strong regulatory position, and its position in India with access to a lower cost base for its R&D and early production steps or simple/high-volume business The combination of Farmabios and PharmaZell has privileged access to numerous blue chip customers with cross-fertilisation potential. Furthermore, the Combined Company leverages the strengths of its respective S&Ms team in most markets, has sufficient critical mass to establish a direct approach in most key markets (e.g., US), thereby rationalising the use of distributors/agents and increasing intimacy with customers Farmabios and PharmaZell enjoy a significant combined knowhow/IP basis that can be leveraged to drive future growth, with interesting pipeline (antineoplastics at Farmabios, UDCA at PharmaZell) With sales of €100 m plus and EBITDA of €20 m plus Farmabios-PharmaZell is a significant player in the European API market focusing quasi exclusively on selected niches where it holds a dominant market position I tintardu & (.0. Confidential September 2011 EFTA01077703 Investment rationale Farmabios-PharmaZell synergies Although both companies will retain sufficient operational freedom under the helm of a common holding company, the combination of Farmabios and PharmaZell will generate synergies at multiple levels 1 I Commercial 2 I Purchasing 3 I R&D 4 I Operations 5 I Central functions Both companies have intimate and long-term relationships with large generics and big-pharma companies. Sharing the client bases will certainly lead to cross-selling opportunities for both companies. Furthermore, the Combined Company will have sufficient critical mass to enter some markets directly (e.g.. US) PharmaZell, through its Indian operations, has facilitated cheaper access to LCCs (i.e., India and China) where most of PharmaZell and Farmabios raw materials are sourced. The responsibility for purchasing of the Combined Company will be centralised at PharmaZell Farmabios has a limited R&D team in a high cost environment, while PharmaZell has a large R&D department in India with proven development capabilities. By giving Farmabios access to the Indian development platform, Farmabios will significantly accelerate its R&D yield in steroids, HPS and antineoplastics Sharing of operational best practices or technologies between both companies (e.g., PharmaZell know-how in production cycle optimisation, Farmabios experience in low volume/difficult handling molecules). However limited amount of hard cost synergies is anticipated due to the complementary nature of Farmabios and PharmaZell and the relatively thin/lean structure of both companies Cost synergies due to planned centralisation of certain corporate functions (finance, administration, regulatory, health, environment & safety, GMP & certifications, ...) I _collard° & Co. Confidential September 2011 EFTA01077704 Overview of Farmabios 0 Leonanio &Co. Confidential September 2011 EFTA01077705 Overview of Farmabios Farmabios at a glance Business description ■ Leading manufacturer of active pharmaceutical ingredients (APIs), mostly off-patent serving the Italian and export markets ■ Amongst the top players worldwide in its niches: #2 independent producer/convertor of steroids (-1O% market share) and #1 on specific sterile cephalosporins ■ Additional franchise in High Potent Substances (HPS) focusing on muscular relaxant molecules and newly built plant for antineoplastics with high growth potential Sales breakdown by product (FY 12/2010) Steroids ■ Cephalosporins HPS and others Key facts Turnover (FY 12/2010) Employees Headquarters Plant E 48.5m 140 people Gropello Cairoli (Pavia - Italy), 40 km south of Milan 1 production site in Groppello Leman& & Co. 13% Italy ■ Singapore ■ Japan ■ Europe L Germany ■ USA ■ Canada ■ China ■ India Others Confidential September 2011 EFTA01077706 Overview of Farmabios Farmabios' business model Products' philosophy ■ Focus on APIs characterised by low volumes, high prices and relatively complex Industrial activities, requiring dedicated plants. containments and strong specialisation ■ Product categories offered are 1 I Steroids 2i Cephalosporins 3 I Highly potent substances ("HPS") 4I Antineoptastics (anticancer) I Al man & CAL Different pharmacological applications depending on the sub-class: anti-inflammatory, anti-asthmatic, dermatological, anti-allergic, fertility control, contraception Niche type of antibiotics (low volumes and relatively high prices), mostly sterile form APIs administered at very low dosages requiring strict handling precautions and specific manufacturing authorizations Most specialized HPS products, with extreme toxicity and requiring strict handling precautions and specific manufacturing authorizations High growth potential Business model ■ Farmabios markets APIs for three market segments 1 I Generics 2i Outsourcing 3i Custom synthesis Drugs whose original patents have expired. Customers are generic manufacturers Manufacturing of mature or new/patent protected products on behalf of the originators, mostly big pharma companies Originators outsourcing the synthesis of original molecules at a very early stage. High risk/high reward type of business ■ Farmabios addresses the three market segments to balance its business risk. The most important market segment is still that of generics (8O% of total sales) Confidential September 2011 EFTA01077707 Overview of Farmabios Farmabios' customers base consists of over 300 global and regional generics companies and big pharma innovators C+ Chiesi V A SANDOZ PRR PH AR IA ACILts TICAL CO IA PANTES 0 sigma-tau sanoFi aventis Chile cian vo RECORDATI Cipla Caring fur lift ••0 Bristol-Myers Squibb GlaxoSmithKline Ifl alfresa 555 FRESENIUS KABI Final customers are served both directly or through distributors Farmabios' customers base is highly fragmented (top 10 customers representing 64% of sales) Excluding distributors, Farmabios' major client is Sankyo (Japan), which accounts for 9% of sales and its second second major customer is Chiesi (Italy), contributing 8% of sales I ronank &Co. Confidential September 2011 EFTA01077708 Overview of PharmaZell Leonanlo &Co. Confidential September 2011 EFTA01077709 Overview of PharmaZell PharmaZell at a glance Business description ■ Atypical player in the API space, focusing on specific molecules in relatively small niche markets, where PharmaZell holds a leading market position, thereby limiting the attractiveness to new competitors due to market size and PharmaZell's economies of scale ■ Focus on niche molecules for which the total market size is limited (E4 to E15 m) ■ For its 6 main products, PharmaZell is either the #1 or the #2 largest manufacturer worldwide and has a cost and/or technology leadership Sales breakdown by product (FY 03/2011) Leonardo & C.U. ■ [repeated 3 times] 34% ■ 5-ASA NAC Cysteines SCC Propafenone Other Key facts Turnover (FY 03/2011) Employees Headquarters Plants E 52.4m 490 people (of which 2/3 located in India) Raubling (Germany), 66 km east of Munich 1 production plant in Raubling, 2 production plants in India (Chennai and Vizag) and 1 R&D specialised unit in India (Vizag) Sales breakdown by region (Ft 03/2011) 77% Europe ■ North America ■ Latin America ■ RoW - 12 - Confidential September 2011 EFTA01077710 Overview of PharmaZell PharmaZell focuses on differentiated generics and formulation protected originator niche products - APIs and intermediates in lab to large quantities (from KGs to MTs) Product group Main product ■ Standard APIs ■ 5-ASA, Propafenone, Balsalzide, Carbamazepine ■ Amino Acids & ■ NAC, SCC, L-Cysteine, EAC Intermediates Comments ■ Substances available in various physical forms or particle sizes tailored to meet the formulation requirements of customers ■ Wide range of amino acids tailored to fit the requirements of numerous applications in the pharmaceutical, neutraceutical and personal care industry Focus on APIs with limited annual sales volumes (of C4-C15 m) and oligopoly market structure, limiting attractiveness for new competitors Leading position in such API niches I 2onarclo & Co. Confidential September 2011 EFTA01077711 Overview of PharmaZell PharmaZell is positioned in four segments ■ API manufacturing ■ Dedicated manufacturing units for large volume products ■ Multipurpose reactor trains covering a large volume range ■ Products o NAC/SCC o Carbamazepine/Clopidogrel Originator API production ■ API manufacturing ■ Dedicated manufacturing units for large volume products ■ Multipurpose reactor trains covering a large volume range ■ Products o Balsalazide o 5-ASA Leonardo) &Ca PharmaZel l Development of generic products ■ API process and analytical development ■ Scale up facilities ■ Controlled substances ■ Process and analytical development Development of originator products ■ API process and analytical development ■ Scale up for clinical trials ■ Cost effective development using dual approach India-Europe for multi step synthesis ■ Process and analytical development Confidential September 2011 EFTA01077712 Overview of PharmaZell PharmaZell combines leadership in niches with sustainable competitive advantages - stable market niches with limited market competition (oligopoly) Product NAC 5-ASA SCC Propafenone Balsalazide Direct Competitors Wambon C 2Inn4 AIMPEAr ovarson Expenonoe Pedormance CHEMI Nutra Competitive Advantages of PharmaZell • Nr. 1, Largest producer worldwide Eb • Nr. 1, Cost and quality advantages • Nr. 2, Cost advantages • Nr. 1, Cost advantages • Nr. 1 with OmniChem, easier to formulate Fo cus on APIs with limited annual sales volumes (of C4-C15 m) and oligopoly market structure, limiting attractiveness for new competitors Leading position in such API niches Note: Market position assessment of PharmaZell 1A11111.IrdO & Cu. Confidential September 2011 EFTA01077713 Overview of PharmaZell PharmaZell's customers base consists of over 80 global and regional pharmaceutical and fine chemicals companies SANDOZ (Shire HERMES WACKER (ijAlmirall ARZNEIMITTEL Boehringer VIII Ingelheim A Monza V. LOMAS IAMITEI) Abbott WARNER CHILCOTT Pierre Fabre UNITED LABORATORIES. INC. GERARD C re DKSH LINDO PHARM Top five customers include Shire (5-ASA), Falk (5-ASA), Wacker (Cysteine), Sandoz (NAC), and Abbott (Propafenone), representing 45.5% of sales Multi-year supply agreements with key customers provide the business with base line planning confidence .eonzirclo L~ CAA Confidential September 2011 EFTA01077714 Overview of PharmaZell PharmaZell operates on three continents with manufacturing facilities in Germany and India PharmaZell, Inc., USA Employees: 2 Sales and business development for North American customers Note: Number of employees as per January 2011 Leonardo & Ca Raubling, Germany Employees: 150 Fac. area: 33,780m2 Key products: ■ 5-AM ■ Acetylcysteine (NAC) ■ Carbamazepine ■ Propafenone ■ Balsalazide ■ Clodronate Vizag, India Employees: 112 (R&D center and SASA plant) Fac. area: 67,708m2 Key products: ■ 5-AM (2008) ■ Sodium Residronate ■ Celecoxib Channel, India Employees: 214 Fac. area: 21,115m2 Key products: ■ SCC ■ Orotates ■ Clopidogrel ■ Amino Acids ■ Quetiapine Confidential September 2011 EFTA01077715 Combined Case financials Leonardo & Ca - 18 - Confidential September 2011 EFTA01077716 Combined case financials Underlying assumptions to Farmabios business plan Sales and gross margin assumptions The business plan prepared by management is based on a bottom-up approach, forecasting volumes, sales prices and gross margins per product The growth of Farmabios in the business plan is based on the following assumptions: ■ Cephatosporins - the Company expects to maintain the current contribution level from cephaiosporins, by focusing on niche products that yield high margins and that are not exposed to the competition from LCC players. In the business plan, the growth of cephalosporins over the 2010- 2015 period is expected to be moderate at +1.5% CAGR, due to the maturity of the product line • Steroids - Farmabios' management expects to consolidate this business, by maintaining its current customer base and by trying to enter new product niches. In addition, the Company expects to develop further lines of products through the new sterile steroids facility. The business plan foresees a yearly average growth rate of 5.0% for steroids in the 2010-2015 period ■ HPS - Farmabios will leverage on its HPS production facility in order to further develop this line of activity, which represents a logical extension to the other products of the Company, through the launch of a new molecule (tirofiban). The business plan foresees sales increase from EUR 0.7 million in 2010 to EUR 1.8 million in 2015 ■ Anticancers - following a EUR 3.1 million investment in a new anticancer plant completed in July 2011, Farmabios is currently launching new products in the generic anti-cancer APIs' niche which has favourable growth outlook. The project will start generating revenue in 2011 and it is expected to reach sales of EUR 8.0 million in 2015 The Company's gross margin is conservatively expected to decrease from 51.3% in 2010 to 47.6% in 2015, mainly driven by expected increase of raw materials prices I AI)11Z111.1) 4S: CAL Costs, capex and working capital assumptions ■ Wages & salaries - Driven by salary increases with expected average yearly growth rates of 4.0% ■ Maintenance / Global services - Driven by inflation with expected inflation rate of 1.5% ■ Other variable costs - Expected stable percentage of sales from 2010 to 2015 ■ General & admin expenses - Driven by cost increase with expected average yearly growth rates of 1.5% ■ Capital expenditure ■ Replacement and extraordinary maintenance capex equal to EUR 1.5 million in 2011 increasing to EUR 2.1 million in 2015 ■ Security and environmental & health capex: stable investment of EUR 0.1 million per year ■ New anticancer plant: in addition to the EUR 3.1 million already spent in the 2010-2011 period, it is envisaged an additional investment of EUR 1.3 million in 2012 in order to install a second line in the plant ■ New finishing room capex of EUR 1.6 million between 2013 and 2014 ■ Working capital - Development based on inventory days, DSOs, and DPOs. The business plan foresees a slight improvement of the working capital as percentage of sales which is expected to decrease from 27.1% in 2010 to 26.7% in 2015 Confidential September 2011 EFTA01077717 Combined case financials Underlying assumptions to PharmaZell Management Case business plan Assumptions for price/volume parameters in Management case ■ 5-ASA - Price for 5-ASA is expected to decrease slightly over time while volumes are planned to be more than doubled compared to 11/12. Sales volume to reach EUR 34.3m in 15/16. Expected mark-ups amount to EUR 1.0 million in each 11/12 and EUR 1.6 in 12/13 ■ NAC - Revenues from 12/13 onwards are expected to remain flat at EUR 12.9 million p.a. slightly below 11/12 level ■ Wacker Cystelne - Prices excl. mark-ups in 11/12 expected to decrease sharply compared to 10/11 and then remain stable; volumes increase from 790t in 10/11 to 1,400t in 13/14 due to expansion project. Mark-ups on cysteine prices of EUR 0.4 million in 11/12, EUR 1.5 million in 12/13 and EUR 0.6 million in 13/14 are expected by PZ mgmt ■ UDCA - Revenues are expected to increase linearly from EUR 0.8 million in 11/12 to EUR 10.0 million in 15/16 ■ SCC - While prices are expected to remain stable, volumes are planned to increase cumulatively by 25%; revenue is expected to reach EUR 4.8 million ■ Propafenone - Management expects volumes to grow by a CAGR of 14% over the business plan period, while prices are expected to decrease slightly. Sales will amount to EUR 5.9 million in 15/16 ■ Balsalazide - Prices and volumes are expected to remain on the level of 10/11, revenues are planned to stay flat at EUR 1.3 million ■ Carbamezepine - Revenues are expected to remain flat slightly below 10/11 level for the business plan period at EUR 1.1 million ■ Cysteine/Aminoacids - Prices are expected to decrease by 7 percent in 11/12 and 12/13, volumes are planned to increase by 15%, revenue will amount to EUR 2.6 million in 12/13 and will stay flat Leonardo & Ca Assumptions for profitability and capex in Management case • ■ [repeated 4 times] • ■ ■ Utilities -Decrease of percentage of sales from 9% in 11/12 to 8.2% of sales in 15/16 Other variable costs - Decrease of percentage of sales from 2.3% in 10/11 instead of decrease to 1.8% of sales in 15/16 Wages & salaries - Driven by salary increases on entity basis with expected growth rates of 3.0% in Raubling, 10.0% in Chennai and 14.0% in Vizag Maintenance I Global services - Driven by inflation per entity with expected inflation rates of 1.5% in Raubling. Growth rates for maintenance of 5.5% for Chennai and 5.0% for Vizag General & admin expenses - Driven by cost increase per entity with expected growth rates of 1.5% in Raubling. Growth rates of 6.5% for Chennai and 7.0% for Vizag equal to PZ mgmt case Other fixed costs - Decrease from 4.5% in percentage of sales in 11/12 to 3.3% of sales in 15/16 Sales & marketing - Decrease of 3.7% in 11/12 to 3.1% of sales in 15/16 Capital expenditure ■ Maintenance capex is expected to increase from EUR 3.2 million in 11/12 to EUR 5.0 million in 15/16 ■ Total capex for 5-ASA debottlenecking of EUR 8.9 million from 11/12 to 14/15 ■ Total cysteine expansion capex of EUR 1.5 million from 11/12 to 13/14 ■ UDCA capex of EUR 3.0 million from 11/12 to 13/14 ■ Working capital ■ Inventory is based on inventory days for each entity and assumed to be constant from 11/12 onwards at entity level ■ Trade receivables are mainly driven by Raubling and reduced by factoring agreements, which PZ mgmt assumes to be constant at EUR 2.7 million ■ Trade payables are assumed to have constant DPO per entity Confidential September 2011 EFTA01077718 Combined case financials Management Case - PZ + FB combined revenue evolution by major products Combined revenue split by major products (in en) 180 160 140 120 100 80 60 40 20 0 89.7 29.4 15.6 11.9 10.2 2008 88.0 100.8 32.1 28.0 12.3 10.3 Mal 14.9 17.3 14.3 17.7 2039 2010 109.1 34.1 15.0 MN= 17.5 20.0 2011 123.2 134.6 145.1 155.4 CAGR 08-IS 41.0 39.6 Farmabios: 6.0% 38.1 36.2 16.1 r 16.0 151 8.0 15.2i 10.0 7.5 . 5.11 16.2 16.0 16.3 CAGR 08-IS PharmaZell 16.7 w/o UDCA: 7.5% 0 MINN 17.7 [repeated 4 times] CAGR 08-IS PhannaZell 24.6 28.5 31.5 34.3 all-in: 9.5% 2012 2013 2014 2015 5 ASA • NAC/SCC ■ Propafenone Other PZ ^ UDCA ■ Other pipeline PZ ■ Anticancers ■ HPS • Cephabsporins ■ Steroids ■ Other FB Note: PZ figures are not calendarized: PZ management case is adjusted for latest forecasts and evidence Other pipeline PZ includes products which do not generate revenues before 12/13. such as Clopidogrel. NAT. Olanzapine. Pregabalin, 6-MU. Other generics Leonardo & Ca 2' Confidential September 2011 EFTA01077719 Combined case financials Management Case - PZ 4" FB combined EBITDA evolution Combined EBITDA / EBITDA-margin evolution EBITDA (in EURm) 60 24.8% 25.0% 5:" 21.8% 21.2% .• 22.9% . 20.9% . , 21.8% 20.7% 20.7% . [repeated 9 times] 19.1% .. ::$fr'v- • . [repeated 4 times] 50 21.6% • 2127 ................ 40 18.1% 18.7% 30 14.5% 14.3% • 20 16.3 14.7 10 2008 EBITDA PharmaZell 2009 18.7 10.6 22.6 27.6 2 2010 2011 2012 EBITDA Farmabios Note: PZ figures are calendarized PZ EBITDA 2008 only contain April-Oecember due to lack in data for calendarization Leonardo & Co. EBITDA-margin PharrnaZell 30.6 34.0 13.9 EBITDA•margin (In %) 30.0% 25.0% 38.0 20.0% 15.5 1 2013 2014 2015 15.0% 10.0% 5.0% 0.0% • • EBITDA•margin Farmabios • •• • • Combined EBITDA-margin Confidential September 2011 EFTA01077720 Combined case financials Underlying assumptions to PharmaZell business plan: Ergon Case and adjustments compared to Management Case Adjustments to price/volume parameters in Ergon Case 2011/12 - Current year performance Adjustments of 2011/12E sates compared to PZ mgmt latest forecast provided on June 2011 and resulting from a detailed bottom-up analysis of sales forecast coverage (based on review of: YT0 sales, current order book, existing sales framework agreements and confirmed forecasts provided by customers supported by written evidences): • Management's latest forecast envisages API sales of EUR 57.0 million in 11/12 • Ergon case forecasts API sates of EUR 55.2 million (-EUR 1.8 million compared to management forecast) • Ergon case forecasts API sales of EUR 55.2 million is backed by EUR 43.0 million (78%) of actual YTD sales plus order book plus forecasts provided by client through written evidences • Mark ups equal to EUR 1.4 million in 11/12 as in PZ mgmt case 2012/13 - 2015/16 Business Plan Adjustments compared to PZ mgmt case based on Arthur D. Little due diligence: • UDCA - 15/16 sales of EUR 4.4 million (as per AdL adjustment) vs. EUR 10.0 million as in PZ mgmt case • Propafenone - Compared to PZ mgmt case volumes are decreased by 15 tons in each year from 12/13 until 15/16 according to AdL suggestion. This results in approx. EUR 990k less sales p.a. • 5-ASA - Sales volume haircut as indicated by AdL resulting in a volume increase of 6.5% p.a. vs. approx. 14% p.a. as in PZ mgmt case. AdL estimated volume growth is in line with AdL estimated growth of the market and of PZ's key customer Shire. Consistently with AdL recommendation, additional sales for diverticulitis are delayed by 1 year compared to PZ mgmt case and amount to EUR 3.1 million in 13/14, EUR 5.9 million in 14/15 and EUR 6.3 million in 15/16 Note: Cost ratios have been calculated on the basis of sales excluding expansion projects I Alg CAI. Adjustments to profitability and capex assumptions in Ergon Case • Utilities - Increase of percentage of sales from 8% in 11/12 to 9% flat from 13/14 onwards instead of decrease from 9% in 11/12 to 8.2% of sales in 15/16 • Other variable costs - Expected stable percentage of sales from 10/11 to 15/16 of 2.3% instead of decrease to 1.8% of sales in 15/16 • Wages & salaries - Driven by salary increases on entity basis with expected growth rates of 3.5% in Raubling (vs. 3.0% in the Management case). Growth rates 10.0% for Chennai and 14.0% for Vizag equal to PZ mgmt case • Maintenance / Global services - Driven by inflation per entity with expected inflation rates of 2.5% instead of 1.5% in Raubling. Growth rates for maintenance of 5.5% for Chennai and 5.0% for Vizag equal to PZ mgmt case • General & admin expenses - Driven by cost increase per entity with expected growth rates of 3.5% instead of 1.5% in Raubling. Growth rates of 6.5% for Chennai and 7.0% for Vizag equal to PZ mgmt case • Other fixed costs - Expected linear decrease from 4.5% in percentage of sales in 11/12 to 4.0% in 15/16 instead of decrease to 3.3% of sales in 15/16 • Sales & marketing - Expected stable percentage of sales from 11/12 to 15/16 of 3.7% instead of decrease to 3.1% of sales in 15/16 • Capital expenditure • Maintenance capex equal to PZ mgmt case assumptions • 5-ASA phase 1 expansion program (from 200 tons p.a. to 250 tons p.a. each in Raubling and Vizag) as per PZ mgmt plan. Phase 2 expansion (from 250 tons p.a. to 400 tons p.a.) only in Raubling and not in Vizag • Total 5-ASA capex of EUR 8.9 million reduced to EUR 6.3 million due to cancellation of phase 2 expansion in Vizag. 2011/12 capex as per PZ mgmt case except for EUR 0.5 million postponed to 2012/13 (as agreed with PZ CEO) • UDCA capex of EUR 3.0 million as in PZ mgmt case • Working capital - Development based on inventory days, DSOs, and DPOs as per PZ mgmt case and therefore as a function of sales/COGS development Confidential September 2011 EFTA01077721 Combined case financials Ergon Case - PZ FB combined revenue evolution by major products Combined revenue split by major products (in On) 180 160 140 120 107.6 100.8 100 89.7 88.0 34.1 32.1 80 29.4 28.8 60 12.8 12.3 40 11.9 MINIM 10.3 17.3 17.7 20 20.6 14.9 14.3 17.7 20.0 10.2 0 2008 2009 2010 2011 5 ASA • NAC/SCC • Propafenone Other PZ UDCA • Other pipeline 117.4 36.2 S 16.7 MIS 17.7 21.3 127.7 38.1 16.2 MEM 17.7 25.4 137.8 39.6 16.0 16.0 MILS 17.7 29.4 145.6 16.1 8.0 16.2 Ma= 17.7 31.2 2012 2013 2014 2015 • Anticancers • HPS • Cephabsporins • Steroids • Other FB Note: PZ figures are not calendarized Other pipeline PZ includes products which do not generate revenues before 12/13. such as Ctopidogrel. NAT. Olanzapine. Pregabalin, 6-MU. Other generics Leonardo &Co. CAGR 08-15 Farmabios: 6.0% CAGR 08.15 PharmaZell Y/,'0 UDCA: 6.6% CAGR 08-15 PhannaZell all-in: 7.6% Confidential September 2011 EFTA01077722 Combined case financials Ergon Case - PZ FB combined EBITDA evolution Combined EBITDA / EBITDA-margin evolution EBITDA (in EURm) 60 so 40 30 21.6. 21-.7 21.8% ............ ;97111 18.7% • 18.1% 16.4% • 20 16.3 14.7 10 9.8 X4.9 0 I II 2008 EBITDA PharmaZell 2009 18.7 10.6 21.2% " 19.4% 21.7 20.7% 20.7% 21.7% • • 223% 2221:5:: 27.1 25.1 12.2 11.2 • I 2010 2011 2012 EBITDA Farmabios Note: PZ figures are caleodarized PZ revenues 2008 only contain April-December due to lack in data for calenderization Leonardo & Ca EBITDA-margin PharmaZe II EBITDA•margIn (In %) 22.4% , ”ir 21.8% 22.9% 30.5 25.0% 20.0% 33.7 15.0% 15.5 2013 2014 2015 10.0% 5.0% 00% • EBITDA-margin Farmabios • Combined EBITDA-margin Confidential September 2011 EFTA01077723 Combined Company financial structure & return tables Leonardo S.:Co. - 26 . Confidential September 2011 EFTA01077724 Combined Company financial structure & return tables Combined Company valuation analysis The valuation of PharmaZell consisting of a base price and earnout (based on EBITDA achievements in 03/2012), the table below summarizes the implied acquisition multiples for the Combined Company. Based on the budget for 2011, the entry multiple is below 7.0x EBITDA Implied acquisition multiples iin EURmi EBITDA PZ 2011/12 EBITDA FB 2011 9.5 10.9 EV Farmablos + PharmaZell 10.0 10.9 10.5 10.9 11.0 10.9 11.5 10.9 12.0 10.9 12.5 10.9 13.0 10.9 152.4 [repeated 8 times] Earn-out P2 0.0 0.0 1.8 3.5 5.3 7.0 8.9 10.5 EV Total Implied entry-multiple EV/sales LTM 152.4 152.4 154.2 C 155.9 157.7 159.4 161.3 162.9 1.46x 1.46x 1.48x 1.49x 1.51x 1.53x 1.54x 1.56x Implied entry-multiple EV/sales 2011 1.45x 1.46x 1.48x 1.50x 1.51x Implied entry-multiple EV/EBITDA LTM 8.31x 8.31x 8.41x 8.51x 8.60x 8.70x 8.80x 8.89x Implied entry-multiple EV/F_EUTDA 2011 -- al lga lrOx 7.11x 7.03x 6.96x 6.88x 6.81x Implied entry-multiple EV/EBIT LTM 19.58x 19.58x 19.81x 20.03x 20.26x 20.48x 20.73x 20.93x Implied entry-multiple EV/EBIT 2011 10.86x 10.25x 10.04x 9.83x 9.64x 9.44x 9.29x Management case combined LTM 2011 Sales 104.5 107.8 EBITDA 18.3 22.6 EBIT 7.8 13.9 Note: Sales for calculating 2011 sales multiple are kept flat at EUR 107.8m. despite increasing EBITOA: P2 figures 2011/12 are not calenclarized. LTM is as of July 2011. Assumption: PZ acquired in October 2011. Leonardo & Ca • 27 Confidential September 2011 EFTA01077725 Combined Company financial structure & return tables Combined sources & uses Combined sources and uses of funds tin Ck) Uses of Funds Sources of Funds Purchase of 100% of P2' equity 40,000 1.Inttranc he Mt% 30,000 Senior ban PZ 6.664 Senior net debt F8 (Oct. 2011E) 27.5% 43,700 Mezzanine PZ 16.249 Vendor loan FB (Oct 2011E) 10.9% 17,370 Minus: Cash PZ (1.820) Third parties' ban PZ 0.3% 450 Net debt PZ to be refinanced 21,004 Factoring PZ 3% 2.092 Third parties' ban PZ 450 PZ rranagemant - canton equity 0.8% 1.300 Factoring PZ 2.092 FB management - common equity 0.4% 689 Ergon - common equity on behalf of PZ management 0.4% 700 Total transaction costs PZ 3,900 Total equity provided by management f.7% 2,680 Implied EV of Farmabios (as of Oct. 2011)0, 88,794 Ergon & Co-investors - corrrron equity 11.4% 18.040 Ergon & Co-investors - preferred shares / shareholder ban 27.1% 43.118 Excess cash at closing to finance future capex 2,507 Total equity provided by Ergon & Co-investors 38.5% 61,158 BNP- corrrron equity in FB 0.2% 271 BNP - shareholder ban in FB 0.7% 1.107 Total equity provided by BNP OS% 1,978 Total uses at closing 158,837 Total sources at closing 100.0% 158,837 Earn out (assuming PZ wilachieve 03/2012 re-forecast) 8.924 Earn out debt facifty PZ 5,000 Vendor Loan PZ 3,924 Total uses after earn out paymen 167,761 Total Soon es after earn out payment (I) Value of Farmabios based on shareholders loan plus accrued interest up to October 2011 and ordinary share value as of August 2007 (initial investment date) Leonardo be CO. Co mrnon Equity Structure (Ek) Stake % Ergon & Co-investors 18,040 85.9096 BNP 271 1.29% Ergon on behalf of PZ marl 700 3.33% PZ management 1,300 6.19% FB management 689 3.28% Total 21,000 100.0% • 28 - Confidential September 2011 EFTA01077726 Combined Company financial structure & return tables Return analysis based on various exit-multiples - Co-investor returns Management Case - Combined case IRR at exit Exit-multiple 6.5x 23.5% 242% 25.3% 6.5x 13.1% 7.0x 30.8% 282% 26.9% 7.0x 20.2% 7.5x 37.2% 292% 7.5x 26.9% 8.0x 42.8% 35.2% 32.1% 8.0x 33.2% 8.5x 48.1% 38.7% 34.6% 8.5x 38.6% Dec-2013 Dec-2014 Dec-2015 Ergon Case - Combined case IRR at exit Exit-multiple Dec-2013 Management Case - Combined case MoM at exit Exit-multiple Dec-2013 6.5x 1.59x 7.0x 1.80x 7.5x 2.00x 8.0x 2.18x 8.5x a36x Dec-2014 2.03x 2.21x Dec-2014 30.0%! 33.1% Dec-2015 20.7% 232% 27.5% 29.9% Ergon Case - Combined case MoM at exit Dec-2015 Exit-multiple Dec-2013 Dec-2014 Dec-2015 2.57x 6.5x 1.31x 1.74x a20x 2.71x 7.0x 1.50x 1.95x a43x 2.96x 7.5x 1.69x 2.55x 3.21x 8.0x 1.87x 2.31x a77x 3.47x 8.5x 2.04x 2.49x 2.99x C Note: PZ figures are calendarized Assumption: PZ will be acquired on 24 October 2011 Leonardo &Co. 2.62x 2.84x Confidential September 2011 EFTA01077727 Combined Company financial structure & return tables Management case - PZ 4" FB combined P&L and cash flow CI= Combined PAL 2011 2012 2013 2014 2015 Combined Cash Flow 2011 2012 2013 2014 2015 Total Revenues 107.8 120.5 132.8 143.7 153.8 Combined EBITDA 22.6 27.6 30.6 34.0 38.0 Growth% 9.9% 11.8% 10.2% 8.2% 7.0% Combined Taxes (3.0) (4.0) (4.8) (5.9) (7.0) Ch. in Working Capital (0.7) (4.6) (4.2) (3.2) (3.1) Total Gross Margin 40.6 47.6 51.4 55.1 59.5 Ch. in Other Receivables/ Payables (1.0) 0.6 0.6 0.8 0.8 Margin% 37.6% 39.5% 38.7% 38.4% 38.7% FB Extraordinary / Others (0.5) (0.4) [repeated 4 times] Total EBITDA 22.6 27.6 30.6 34.0 38.0 Combined Operating CF 17.4 19.1 21.8 25.3 28.3 Margin% 20.9% 22.9% 23.1% 23.7% 24.7% Combined Ordinary Capex (9.5) (12.0) (10.6) (9.1) (7.5) Total EMT 13.9 18.4 20.6 23.3 V.0 Combined CF Before Financing 7.0 7.1 11.2 16.2 20.7 Margin% 12.9% 15.3% 15.5% 16.2% 17.5% Combined Amortisation (4.6) (5.1) (5.7) (5.8) (5.8) Combined Net Cash Interest (4.5) (4.5) (4.9) (4.8) (4.5) Combined Net Cash Interest (4.5) (4.5) (4.9) (4.8) (4.5) Combined Debt Repayments (1.5) (2.0) (2.3) (2.4) (5.9) Combined PIK Interest (2.1) (2.7) [repeated 4 times] Combined Levered FCF 1.9 0.6 4.0 9.0 10.4 FB Extraordinary / Others (0.4) [repeated 5 times] Combined PBT 2.4 5.8 6.9 6.6 13.7 Capex 2011 2012 2013 2014 2015 Maintenance capex (3.2) (3.6) (4.0) (4.8) (5.0) UOCA capex (0.8) (1.0) (1.0) (0.3) 0.0 5-ASA expansion capex (1.9) (3.4) (2.0) (1.2) (0.3) Cysteine expansion capex (0.2) (0.9) (0.4) (0.1) 0.0 PZ Capex (6.0) (8.9) (7.4) (6.3) (5.3) RI Capex (3.5) (3.2) (3.2) (2.8) (2.2) Total Genoa (9.5) (12.0) (10.6) (9.1) (7.5) Factoring 2011 2012 2013 2014 2015 Note: Factoring is not reflected in the balance sheet. i.e. accounts receivable are shown net of factoring amount in the balance sheet. Factoring line &awn 5.0 [repeated 5 times] Under the management case the vendor loan drawn in 2012 will be repaid in June 2015. Leonardo & Ca 3D - Confidential September 2011 EFTA01077728 Combined Company financial structure & return tables Ergon case - PZ 4 " FB combined P&L and cash flow Ergon Case - PZ + FB combined P&L (in Em) Ergon Case - PZ + FB combined cash flow (in Cm) Combined P&L 2011 2012 2013 2014 2015 Combined Cash Flow 2011 2012 2013 2014 2015 Total Revenues 106.7 115.8 126.2 136.5 144.6 Growth% 8.7% 8.5% 9.0% 8. f % 8.0% Combined EBITDA Combined Taxes 21.7 (2.8) 25.1 (3.5) 27.1 (4.0) 30.5 (5.0) 33.7 (5.8) Ch. in Working Capital (0.1) (3.7) (3.6) (2.7) (2.7) Total Gross Margin 40.0 45.4 48.2 sta 55.3 Ch. in Other Receivables/ Payables (1.0) 0.6 0.6 0.8 0.8 Margin% 37.5% 39.2% 38.2% 37.9% 38.3% FB Extraordinary / Others (0.5) (0.4) [repeated 4 times] Total EBITDA 21.7 25.1 27.1 30.5 33.7 Combined Operating CF 17.0 18.0 10.7 23.1 25.5 Margin% 20.3% 21.7% 21.5% 22.4% 23.3% Combined Ordinary Capex (9.1) (12.2) (9.5) (7.7) (7.0) Total EMT 13.1 16.0 17.5 20.2 23.2 Combined CF Before Financing 8.3 5.8 10.2 16.4 18.5 Margin% 12.3% 13.8% 13.9% 14.8% 16.0% Combined Amortisation (4.6) (5.1) (5.4) (5.5) (5.5) Combined Net Cash Interest (4.4) (4.4) (1.9) (4.8) (4.5) Combined Debt Repayments (1.5) (2.0) (2.3) (2.4) (2.4) Combined Net Cash Interest (4.4) (1.4) (4.9) (4.8) (4.5) Combined PIK Interest (2.0) (2.5) [repeated 3 times] (2.6) Combined Levered FCF 2.3 (0.6) 3.0 8.2 11.6 FB Extraordinary / Others (0.4) [repeated 5 times] Combined PST 1.6 3.6 4.3 7.0 10.2 Capex 2011 2012 2019 2014 2016 Maintenance capex (3.2) (3.5) (4.6) (4.8) UOCA capex (0.8) (1.0) (1.0) (0.3) 0.0 5-ASA expansion capex (1.6) (3.6) (1.0) 0.0 0.0 Cysteine expansion capex (0.2) (0.9) (0.4) (0.1) 0.0 PZ Capex (5.7) (9.0) (6.3) (0.9) (4.8) FB Capex (3.5) (3.2) (3.2) (2.8) (2.2) Total Capex (9.1) (12.2) (9.5) (7.7) (7.0) Factoring 2011 2012 2013 2010 2015 Note: Factoring is not reflected in the balance sheet. i.e. accounts receivable are shown net of factoring amount in the balance sheet. Factoring line drawn 5.0 [repeated 5 times] In the Ergon case there is an earn-cut of EUR 4.896k and no vendor loan. Leonardo &Co. Confidential September 2011 EFTA01077729 Combined Company financial structure & return tables Underlying assumptions LBO Unitranche financing PharmaZell contemplated financing Unitranche: EUR 30m + EUR 5m drawdown for earn-out payment In 12/13 ■ Cash spread: 500bps (400bps in FY 11/12 - 12/13) ■ PIK interest: 2.0% (3.0% in FY 11/12 - 12/13) ■ Warrants/Equity kicker: 2.0% of PZ exit proceeds ■ Tenor: 8 years ■ Repayment: scheduled repayments starting in FY 13/14 Capex facility (under Unitranche): EUR 5m ■ Cash spread: 500bps (400bps in FY 11/12 - 12/13) ■ PIK interest: 2.0% (3.0% in FY 11/12 - 12/13) ■ Tenor: 8 years ■ Repayment: amortizing of 50% of drawn amount, linear starting in year after last draw down until maturity Vendor note: variable (EUR 5m In Management essay ■ Issuance: June 2012 ■ PIK interest: 6% ■ Tenor: 3 years ■ Repayment: bullet Revolving Credit Facility: EUR 5m ■ Spread: 425bps ■ Tenor/Repayment: Revolving Permitted factoring line: amount to be negotiated (assumed at EUR 5.0m) Farmabios existing financing Term loan A: EUR 6.5m ■ Spread: 175bps ■ Tenor: 5.5 years ■ Maturity: 08/2014 ■ Repayment: Semi-annual Term loan 6: EUR 37.7m ■ Spread: 205bps ■ Tenor: 6.5 years ■ Maturity: 08/2014 ■ Repayment: Bullet Revolving Credit Facility: EUR 3m ■ Spread: 175bps ■ Tenor/Repayment: Revolving Permitted factoring line: EUR 5m Permitted leasing line: EUR 2m 1) According to the SPA the earn•out amounts to EUR 10.0m assuming the company achieves its 03/2012 consolidated adjusted EBITOA reforecast of EUR 12.8m: a portion of the earn-out of up to EUR 5m will be financed by an earn-cut facility, any amount in excess of EUR 5m will be treated as a vendor loan from sellers Leonardo .5c Ca - 32 Confidential September 2011 EFTA01077730 Combined Company financial structure & return tables Debt statistics PZ 4" FB combined Management Case - PZ + FB combined debt statistics (in EURm) 2011 2012 2013 2014 2015 Unitranche C PZ 2.8 4.6 4.9 4.6 4.3 Unitranche B PZ 0.0 5.2 5.2 4.6 3.7 Unitranche A PZ 30.9 31.6 30.1 27.9 24.8 Vendor note PZ 0.0 3.1 4.3 4.6 0.0 RCF PZ 0.0 [repeated 5 times] Term Loan A FB 5.7 3.7 1.7 0.0 0.0 Term Loan B FB 37.7 36.7 35.5 34.0 30.9 Earn out liabilities FB 0.0 0.2 0.0 [repeated 3 times] Vendor loan FB 17.5 18.4 19.3 20.1 21.0 Other Financial Debt FB 1.9 2.1 [repeated 4 times] Cash & cash equivalents 7.8 12.1 14.2 19.9 25.1 Net Debt combined 69.4 70.8 73.8 64.1 50.5 DSCR (Untevered Cash Flow / Debt Service) 1.8x 1.4x 1.5x 2.2x 2.0x Net Financial Debt / EBITDA 3.1x 2.6x 2.4x 1.9x 1.3x EBITDA / Net Cash Interest Expense 5.1x 6.2x 6.2x 7.1x 8.5x Capex 9.5 12.0 10.6 9.1 7.5 Note: Debt repayments inducing cash-sweep: PZ figures are calendarized IA1.111(1[11O Ergon Case - PZ + FB combined debt statistics (in EURm) 2011 2012 2013 2014 2015 Unitranche C PZ 1.9 4.3 4.9 4.6 4.2 Unitranche B PZ 0.0 5.1 5.1 4.5 3.6 Unitranche A PZ 30.9 31.6 30.6 28.6 25.1 Vendor note PZ 0.0 [repeated 5 times] RCF PZ 0.0 [repeated 5 times] Term Loan A FB 5.7 3.7 1.7 0.0 0.0 Term Loan B FB 37.7 36.7 35.5 34.0 30.9 Earn out liabilities FB 0.0 0.2 0.0 [repeated 3 times] Vendor loan FB 17.5 18.4 19.3 20.1 21.0 Other Financial Debt FB 1.9 2.1 [repeated 4 times] Cash & cash equivalents 7.5 10.7 12.5 17.1 24.0 Net Debt combined 69.2 69.6 71.1 62.1 49.8 DSCR (Unlevered Cash Flow / Debt Service) 1.7x 1.4x 1.4x 2.1x 2.7x Net Financial Debt / EBITDA 3.2x 2.8x 2.6x 2.0x 1.5x EBITDA / Net Cash Interest Expense 4.9x 5.6x 5.5x 6.3x 7.5x Capex 9.1 12.2 9.5 7.7 7.0 Confidential September 2011 EFTA01077731 Co-investor proposed terms 0 Leonardo &Co. - 34 . Confidential September 2011 EFTA01077732 Co-investor proposed terms Current legal structure of Farmabios Current structure (in Ern) Vendors 17.4 Total 17.4 FB Vendors Ordinary 12.1 Shared'/ Shareholder's 13.1 Loan Ergon Capital Partners II SA Ordinary Shares Shareholders Loan Total 0.3 1.1 1.4 BNP • 100.0 1.9 Total 25.2 • Ordinary • Farmabios International SA Shares Managers Total 0.7 89.5% 4.9% Treasury 0.5 Farmabios Shares S.p.A. Total 0.5 3.7%t 1) Of which E 8.5 m represented by a zero coupon non convertible bond 1A11111.1111O & CO. Today Farmabios S.p.A. ("Farmabios"), the operating company, is controlled by Farmabios International S.A. ("FBI') (89.5% stake), a Luxembourg holding company which is 100% owned by Ergon Capital Partners II SA Farmabios management owns 4.9% of the ordinary shares BNP owns 1.9% of Farmabios' common equity while 3.7% of the ordinary shares are treasury shares - 35 - Confidential September 2011 EFTA01077733 Co-investor proposed terms Pro-forma legal structure and funding of PharmaZell's acquisition Structure of acquisition (in Cm) Ordinary Shares Ordinary Shares Preferred Shams Total 5.5 on behalf of mgmt. 0.7 30.0 Ergon Partners Ordinary Shares Capital II SA Preferred Shares Total 1.3 PZ 0.0 Management 1.3 • 36.2 Farmabios International Ordinary Shares SA 7.5 (to be renamed Zellbios SA) Preferred Shares 30.0 Total 37.5 37.5 100.0% 40.0 FB Vendors Zellbios GmbH 9.0 n Unitranche 4 (German Newco) Transaction 3.9 Costs ■ 1 Banks 21.1 21.0 Existing Net Debt PharmaZell Unitranche ■ GmbH 4 Note: Assuming PZ's net debt at Closing equal or lower to March 2011 actual value Leonardo & Co. Based on tax/legal counsel to date. PharmaZell will be acquired by a newly incorporated German vehicle ('Zellbios GmbH"), that will purchase 100% of the shares of PharmaZell requiring total funding at closing of E 67.5 m, including E 2.5 m of overfunding, provided through: o E 30.0 m of unitranche debt (mix of senior and mezzanine debt) o E 37.5 m of equity funding provided by FBI o The E 37.5 m equity funding required in FBI will be provided by: Ergon + Co-investors for an amount of E 36.2 m: split in a E 5.5 m ordinary equity, E 0.7 m on behalf management (that could be allocated to management in the future) and E 30.0 preferred equity PharmaZell managers for an initial amount of E 1.3 m (full ordinary equity contribution) The accrued Earn Out will be financed through a combination of unitranche debt (up to E 5.0 m) and vendor loan provided by the sellers Resulting FBI shareholders' structure is illustrated in the following slides - 36 - Confidential September 2011 EFTA01077734 Co-investor proposed terms Legal structure and Management Equity Plan • In the context of the PharmaZell's acquisition we have offered key members of PharmaZell's management team the opportunity to acquire shares of the Combined Company. We expect PharmaZell's management to initially acquire -6.2% of the equity of the Combined Company investing an amount of -€1.3 million in FBI (future holding company of the Combined Company) with an envy ratio of -3.4x (number of times management invests more favorably than Ergon). A portion up to E0.7 million will be reserved for additional investments by PharmaZell's management • In the same context we expect that Farmabios' management and BNP's participations in Farmabios will be contributed to FBI in exchange of a 3.3% (same envy ratio as PharmaZell's management) and 1.3% participation, respectively, in the Combined Company. BNP's shareholders loan will be also transferred in FBI pari passu with Ergon's investment • The envy ratio for management will be obtained by structuring FBI's equity through a combination of ordinary equity and preferred equity (accruing preferred dividend at 10% p.a.), whereby Ergon, the Co-Investors and BNP (the "Financial Investors") invest in ordinary and preferred shares, while management invests only in ordinary shares • To further align Financial Investors' interests to those of the Combined Company's management, we have offered to both PharmaZell's and Farmabios' managers a ratchet mechanism ("Exit Ratchet") to be paid at the time of the Financial Investors' exit from the Farmabios-PharmaZell transaction. In particular, the Exit Ratchet will be distributed to management depending on the Financial Investors' fully diluted returns, as follows: 10% portion of the Financial Investors' proceeds in excess of a money multiple ("MoM") of 2.0x will be allocated to management, provided that the internal rate of return ("IRR") will be higher than 17.5% The Exit Ratchet will be capped at E5.0 million • A shareholders' agreement will be put in place at the level of FBI, replicating the one currently existing at Farmabios • The ordinary shares owned by the management team of both companies will be pooled into a Management Company ("Zellbios ManCo SA") to be setup in Luxembourg Alnlanill& Confidential September 2011 EFTA01077735 Co-investor proposed terms Combined Company structure at closing Envisaged Combined Company structure 26.02% (held on behalf of future managers) Ergon Capital BNP Co-Investor FB & PZ management Partners II SA [TBD] (Zellbios ManCo - Lux - to be set up) /.29r. 59.92 [MD) 1 Farmabios International SA (to be renamed Zellbios SA) 100'. 1100 Farmabios S.p.A. Note: assuming PZ's net debt at Closing equal or lower to March 2011 actual value Zellbios Gmbh PharmaZell Gmbh Co-Investor proposed terms • Investment of E15 - 20m in Farmabios International SA • Pari passu with Ergon: • 21.1% - 28.1% in ordinary shares • 23.9% - 31.9% in preferred equity • SHA providing for: • minority protection rights • drag/tag along • lock-up • key governance rules • liquidation preference Confidential September 2011 EFTA01077736 Co-investor proposed terms Combined group governance Envisaged governance structure Zellbios SA Board of Directors - Group Executive Chairman - Oliver Bolzern - Giorgio Oberrauch - 3 Ergon's directors - 1 industry expert named by Ergon V FARMA3iO1 Board of Directors - Non-Executive Chairman - Giorgio Oberrauch (CEO) - Oliver Bolzem (director) - 3 Ergon's directors I room* & CO. PhormaZel l Supervisory Board - Group Executive Chairman - Giorgio Oberrauch - 3 Ergon's directors Details of group governance ■ Zellbios' Board of Directors will be controlled by Ergon ■ We do not foresee a complex integration process; we intend to leave both companies with sufficient operational freedom ■ We will establish an Executive Committee consisting of the top managers of the two companies K Oliver Bolzern ("OB") in charge of Pharmazell K Giorgio Oberrauch ("GO") in charge of Farmabios ■ The Executive Committee will be led by an Executive Chairman that we will recruit soon after PharmaZell's acquisition ■ The Executive Committee will ultimately report to the Board of Directors ■ In order to facilitate the integration of the two companies GO will sit in the PharmaZell's Supervisory Board and 043 will become non-executive director of Farmabios ■ The companies CFOs will assist and collaborate with the Executive Committee. PharmaZell's CFO will act as Group CFO - 39 Confidential September 2011 EFTA01077737 Appendix A Key financials Farmabios & PharmaZell Leonardo be Co. - 40 . Confidential September 2011 EFTA01077738 Appendix A - Key financials Farmabios & PharmaZell Farmabios - P&L evolution P&L - (C million) 2008A 2009A 2O10A 2011F 2O12BP 2O13BP 2O14BP 2015BP Revenues 45.4 48.3 48.5 51.2 54.4 58.8 63.7 67.7 Growth% 6.5% 0.3% 5.5% 6.3% 8.2% 8.2% 6.3% Contribution Margin 24.1 24.9 24.9 24.6 26.1 27.8 30.1 32.2 Margin% 53.1% 51.5% 51.3% 48.0% 48.0% 47.3% 47.2% 47.6% Labour Costs (7.3) (7.8) (7.7) (7.6) (8.1) (8.7) (9.0) (9.3) Margin% (16.1%) (16.2%) (15.9%) (14.8%) (14.9%) (14.8%) (14.1%) (13.7%) Industrial Costs (4.9) (4.6) (4.5) (4.3) (4.8) (4.9) (5.0) (5.2) Margin% (10.8%) (9.6%) (9.2%) (8.4%) (8.7%) (8.3%) (7.9%) (7.6%) General Expenses & Other (2.1) [repeated 3 times] (1.8) (2.0) (2.1) (2.2) (2.3) Margin% (4.7%) (4.4%) (4.4%) (3.5%) (3.7%) (3.6%) (3.4%) (3.3%) EBITDA 9.8 10.3 10.6 10.9 11.2 12.2 13.9 15.5 Margin% 21.6% 21.3% 21.8% 21.2% 20.7% 20.7% 21.8% 22.9% Depreciation (3.2) (3.2) (3.1) (3.3) (3.7) (3.5) (3.5) (3.2) Margin% (7.1%) (6.5%) (6.3%) (6.4%) (6.8%) (6.0%) (5.5%) (4.7%) EBITA 6.6 7.2 7.5 7.6 7.6 8.6 10.4 12.3 Margin% 14.5% 14.8% 15.5% 14.8% 13.9% 14.6% 16.4% 18.2% I tonaalo & Ca - 41 - Confidential September 2011 EFTA01077739 Appendix A - Key financials Farmabios & PharmaZell Farmabios - Cash flow and net debt evolution Cash Flow - (€ million) 2009A 2010A 2011F 20128P 2013BP 2014BP 2015BP EBITDA 10.3 10.6 10.9 11.2 12.2 13.9 15.5 Taxes (1.4) (1.3) (1.4) (1.5) (1.8) (2.4) (2.9) Ch. in Working Capital 0.2 2.6 1.0 (1.9) (1.6) (1.2) (1.2) Ch. in Other Receivables/ Payables (0.0) (0.7) (0.9) 0.7 0.6 0.8 0.7 Extraordinary / Others (0.5) (1.2) (0.5) (0.4) [repeated 4 times] Operating Cash Flow 8.6 10.0 9.2 8.1 8.9 10.7 11.6 Ordinary Capex (2.5) (4.0) (3.5) (3.2) (3.2) (2.8) (2.2) Cash Flow Before Financing 6.1 6.0 5.7 4.9 5.7 7.9 9.4 Net Interest (3.5) (3.5) (2.9) (1.9) [repeated 3 times] (1.8) Free Cash Flow 2.6 2.5 2.8 3.0 3.8 6.0 7.6 Balance Sheet - (€ million) 2008A 2009A 2010A 2011F 2012BP 2013BP 2014BP 2015BP Inventory 11.4 10.8 12.4 13.6 13.5 14.9 16.2 17.4 Trade Receivables 10.3 12.0 11.0 8.8 9.0 10.2 11.2 12.2 Trade Payables (5.7) (7.1) (10.2) (10.3) (8.5) (9.4) (10.6) (11.6) Narrow Working Capital 16.0 15.7 13.1 12.1 14.0 15.6 16.8 18.1 % of Revenues 35.2% 32.5% 27.1% 23.6% 25.7% 26.6% 26.5% 26.7% Other Receivables/Payables (3.8) (3.8) (3.1) (2.3) (3.0) (3.6) (4.4) (5.1) Net Working Capital 12.2 11.9 10.0 9.8 11.0 12.0 12.4 12.9 % of Revenues 26.8% 24.7% 20.6% 19.2% 20.3% 20.4% 19.6% 19.1% Net Debt / (Cash) 48.2 45.6 43.5 41.6 38.6 34.9 28.8 21.2 Vendor Loan 15.0 15.9 16.6 17.5 18.4 19.3 20.1 21.0 Confidential I Al 11lan in& •CO. September 2011 EFTA01077740 Appendix A - Key financials Farmabios & PharmaZell PharmaZell - P&L evolution - Management Case Income Statement (in C million) 2008/09A 2009/10A 2010/11A 2011/12E 2012/13E 2013/14E 2014/15E 2015/16E Total sales 44.7 41.2 52.4 58.1 68.8 75.7 81.5 87.7 Market contribution 25.8 22.4 29.6 33.2 40.7 43.3 46.3 50.1 % of sales 57.7% 54.4% 56.5% 57.2% 59.1% 57.2% 56.9% 57.1% Depreciation & amortization (0.7) (1.7) (2.5) (2.7) (3.2) (3.5) (4.1) (4.5) Wages and salaries (6.5) (6.3) (7.5) (8.1) (9.6) (10.3) (10.8) (11.4) Maintenance costs (2.0) (1.6) (2.1) (2.6) (3.0) (3.4) (3.6) (3.9) Other fixed costs (2.8) (1.8) (3.6) (2.1) (2.2) (2.3) (2.3) (2.4) Total fix costs (12.0) (11.4) (15.7) (15.6) (18.0) (19.5) (20.9) (22.2) In % of sales 26.8% 27.6% 29.9% 26.8% 26.1% 25.7% 25.6% 25.3% Gross margin 13.8 11.0 13.9 17.7 22.7 23.8 25.4 27.9 In % of sales 30.9% 26.8% 26.6% 30.4% 33.0% 31.5% 31.2% 31.9% Research & development expenses (3.1) (2.6) (2.8) (2.4) (2.6) (2.7) (2.9) (3.0) SG&A (5.4) (5.6) (6.1) (5.9) (6.2) (6.5) (6.8) (7.1) Other operating income 0.0 [repeated 3 times] 0.2 0.2 0.1 [repeated 3 times] Other operating expenses (5.1) (2.9) (2.0) 0.0 [repeated 5 times] ENT 0.2 (0.0) 3.1 9.4 14.1 14.7 15.9 18.0 EBIT margin 0.5% -0.1% 5.9% 16.2% 20.5% 19.4% 19.5% 20.5% Total depreciation (6.3) (5.9) (5.8) (3.1) (3.6) (4.0) (4.7) (5.1) EBITDA 6.5 5.8 8.9 12.5 17.7 18.8 20.6 23.1 EBITDA margin 14.5% 14.2% 17.0% 21.6% 25.7% 24.8% 25.3% 26.4% 0 L.eonardO &Co. - 43 - Confidential September 2011 EFTA01077741 Appendix A - Key financials Farmabios & PharmaZell PharmaZell - Cash flow and net debt evolution - Management Case Cash flow statement (In € million) 2008/09A 2009/10A 2010/11A* 2011/12E 2012/13E 2013/14E 2014/15E 2015/16E EBITDA 5.8 8.9 12.5 17.7 18.8 20.6 23.1 Taxes 1.3 (0.2) (2.1) (2.7) (3.1) (3.7) (4.2) Change in Working capital 0.6 1.7 (2.9) (2.6) (2.5) (1.8) (1.8) Change in other Payables / Receivables (2.3) (0.3) 0.4 0.2 1.3 0.0 0.4 Change in pension provision 0.2 0.1 0.0 0.1 [repeated 4 times] Cash flow from operations 5.6 10.2 7.9 12.7 14.5 15.2 17.5 Capex (3.7) (3.1) (7.0) (9.5) (6.7) (6.2) (5.0) Cash flow from investing (3.7) (3.1) (7.0) (9.5) (6.7) (6.2) (5.0) Cash flow before financing 1.9 7.1 0.9 3.2 7.8 9.1 12.5 Balance Sheet (In € million) 2008/09A 2009/10A 2010/11AI 2011/12E 2012/13E 2013/14E 2014/15E 2015/16E Accounts receivable 4.1 4.8 5.3 6.6 8.4 10.1 11.1 12.3 Inventory 14.1 12.0 11.1 12.4 13.7 15.1 16.2 17.1 Accounts payable 4.6 3.8 5.1 4.7 5.2 5.8 6.1 6.4 Trade working capital 13.7 13.1 11.3 14.3 16.9 19.4 21.2 23.0 % of revenues 30.5% 31.7% 21.6% 24.6% 24.6% 25.6% 26.0% 26.3% Other Payables / Receivables (3.2) (0.9) (0.6) (1.0) (1.2) (2.5) (2.5) (2.9) Total working capital 10.4 12.1 10.7 13.3 15.7 16.9 18.7 20.1 % of revenues 23.3% 29.4% 20.5% 22.9% 22.9% 22.3% 22.9% 23.0% Net debt / (Cash) 29.6 39.8 36.4 31.5 22.5 Leonardo &Co. -04- Confidential September 2011 EFTA01077742 Appendix A - Key financials Farmabios & PharmaZell PharmaZell - P&L evolution - Ergon Case Income Statement (in C million) 2008/09A 2009/10A 2010/11A 2011/12E 2012/13E 2013/14E 2014/15E 2015/16E Total sales 44.7 41.2 52.4 56.6 63.0 68.8 74.1 77.9 Market contribution 25.8 22.4 29.6 32.3 36.8 38.8 41.9 44.2 in % of sales 57.7% 54.4% 56.5% 57.2% 58.4% 56.3% 56.5% 56.7% Depreciation & amortization (0.7) (1.7) (2.5) (2.6) (2.9) (3.3) (3.9) (4.3) Wages and salaries (6.5) (6.3) (7.5) (8.0) (8.7) (9.6) (10.3) (10.8) Maintenance costs (2.0) (1.6) (2.1) (2.3) (2.5) (2.7) (2.9) (3.0) Other fixed costs (2.8) (1.8) (3.6) (2.5) (2.5) (2.6) [repeated 3 times] Total fix costs (12.0) (11.4) (15.7) (15.5) (16.7) (18.3) (19.8) (20.7) In % of sales 26.8% 27.6% 29.9% 27.3% 26.5% 26.6% 26.7% 26.6% Gross margin 13.8 11.0 13.9 16.9 20.1 20.5 22.1 23.4 In % of sales 30.9% 26.8% 26.6% 29.8% 31.8% 29.8% 29.8% 30.1% Research & development expenses (3.1) (2.6) (2.8) (2.4) (2.4) (2.5) (2.6) (2.7) SG&A (5.4) (5.6) (6.0) (6.3) (6.5) (6.8) (7.1) (7.3) Other operating income 0.0 [repeated 3 times] 0.2 0.2 0.1 [repeated 3 times] Other operating expenses (5.1) (2.9) (2.0) 0.0 [repeated 5 times] EBIT 0.2 (0.0) 3.1 8.3 11.3 11.3 12.6 13.6 EBIT margin 0.5% -0.1% 5.9% 14.7% 17.9% 16.4% 17.0% 17.4% Total depreciation (6.3) (5.9) (5.8) (3.1) (3.4) (3.8) (4.5) (4.9) EBITDA 6.5 5.8 8.9 11.4 14.7 15.1 17.1 18.5 EBfTDA margin 14.5% 14.2% 17.0% 20.2% 23.3% 21.9% 23.7% 23.8% Leonardo &Co. - 45 - Confidential September 2011 EFTA01077743 Appendix A - Key financials Farmabios & PharmaZell PharmaZell - Cash flow and net debt evolution - Ergon Case Cash flow statement (in € million) 2008/09A 2009/10A 2010/11A* 2011/12E 2012/13E 2013/14E 2014/15E 2015/16E EBITDA 5.8 8.9 11.4 14.7 15.1 17.1 18.5 Taxes 1.3 (0.2) (1.8) (2.1) (2.2) (2.8) (2.8) Change in Working capital 0.6 1.7 (2.1) (1.7) (2.1) (1.3) (1.5) Change in other Payables / Receivables (2.3) (0.3) 0.4 0.2 1.1 (0.1) 0.5 Change in pension provision 0.2 0.1 0.0 0.1 [repeated 4 times] Cash flow from operations 5.6 10.2 7.9 11.1 12.0 12.9 14.8 Capex (3.7) (3.1) (6.5) (9.9) (5.1) (4.9) (4.8) Cash flow from Investing (3.7) (3.1) (6.5) (9.9) (5.1) (4.9) (4.8) Cash flow before financing 1.9 7.1 1.4 1.2 6.9 8.1 9.9 Balance Sheet (In € million) 2008/09A 2009/10A 2010/11AI 2011/12E 2012/13E 2013/14E 2014/15E 2015/16E Accounts receivable 4.1 4.8 5.3 6.2 7.4 8.7 9.6 10.6 Inventory 14.1 12.0 11.1 11.9 12.7 13.8 14.5 15.2 Accounts payable 4.6 3.8 5.1 4.6 4.9 5.4 5.6 5.8 Trade working capital 13.7 13.1 11.3 13.4 15.1 17.2 18.5 20.0 % of revenues 30.5% 31.7% 21.6% 23.7% 24.0% 24.9% 25.0% 25.6% Other Payables / Receivables (3.2) (0.9) (0.6) (1.0) (1.1) (2.2) (2.1) (2.6) Total working capital 10.4 12.1 10.7 12.4 14.0 15.0 16.4 17.3 % of revenues 23.3% 29.4% 20.5% 22.0% 22.2% 21.7% 22.1% 22.2% Net debt / (Cash) 29.1 36.9 34.3 30.2 23.8 Leonardo &Co. - 46 Confidential September 2011 EFTA01077744 Appendix B Ergon Capital Partners Overview Leonardo &Co. - 47 . Confidential September 2011 EFTA01077745 Ergon Capital Partners Overview ■ Ergon Capital Partners SA ("Ergon") is a mid-market private equity investment company with €775 million under management backed by Groupe Bruxelles Lambert (GBL) ■ Ergon makes equity investments from €10 million up to €100 million in companies located in the Benelux, Italy, Iberia, France and Switzerland ■ Ergon is headquartered in Brussels (Belgium) and has offices in Milan ("Ergon Capital Advisors Italy"), Madrid ("Ergon Capital Advisors Spain") and Paris ("Ergon Capital Advisors France") ■ Ergon is a disciplined and discreet value investor, sensitive in particular to the needs of private family companies ■ Ergon represents an alternative to other types of investors (family offices, local PE funds, purely financial investors) and proposes a unique flexibility, adapted to each specific situation i. speed of investmentsdecision and execution, ii. flexibility on type of investments (MBO, MBI, development capital, private/public), iii. flexibility on investment horizon, at-id iv. flexibility on investment structure (control, - ontrol, pivotal influence) ■ Since 2005 Erion has invested in 11 companies for 1 aggregate transaction value of €2.4 billion and has completed 13 add-on acquisitions for aggregate value of €253 million EIGO\1 * Ergon% offices in Brussels, Madrid, Milan and Paris. CAPITAL PARTNERS EFTA01077746 Er on's Differentiating Factors An Investment Company, not a Fund E.1.9.•.1-41. e International & Powerful Reach F 2C ( ,N1 4110 ■ Ergon's limited investor base enables it to be more flexible, and to focus exclusively on each investment's needs ■ Ergon's investors are reputed, transparent and provide valuable support post-closing ■ Long-term investment horizon allows for flexibility with regards to exit timing ■ Ergon does not charge fees (success fees, monitoring fees,...) to its portfolio companies • Cross-border investment approach, combining Anglo-Saxon methods with a local identity, through local dedicated teams • Access to considerable resources: Ergon's portfolio companies have access to GBL's broad network of pan-European connections • 4 offices throughout Europe (not taking into account investors'), with multilingual/multinational investment team EIGO\I CAPITAL PARTNERS EFTA01077747 Er on's Differentiatin& Factors Patrimonial Approach Rapid & Responsive le ,_ FltIONI i ID • Family-oriented and industrial approach: GBL's success as a family-controlled firm makes Ergon an attractive and knowledgeable partner • Conservative leverage: Ergon's transaction structures are conceived to avoid management's distraction caused by too tight capital structures ■ Business growth accelerator: buy-and-builds, roll-outs • Ergon's small team, background and culture guarantee discretion in every investment phase • Fast and reliable decision process: Ergon's investment decisions are taken locally with a "compact" investment committee meeting regularly • Rapid execution capabilities in all phases, specifically pre-due diligence • Prompt response to third parties (advisors, sellers, managers, intermediaries) ■ Very focused approach EIGO\1 CAPITAL PARTNERS EFTA01077748 Er on's Team Italy Emanuele Lembo Partrier Milan Office 13 years of an. experience and several Prior Work Experience years in - Sabah Darius. Petoni Industry Sector Experience - eta / Education • Bocconi Riccardo Collini Principal 12 years of Milan Office fin. experience Prior Work Experience BS Private Cluny. Morgan Stanley Sector Experience Manufacturing/Media Education Fabrizio Gualdi Principal Milan Office II years of fm. experience Prior Work Experience V. der Capital. Morgan Stanley Sector Experience industrials/Consumer Education Line Castellanza Tommaso Molinaro Associate Milan Office 7 yews clan. experience Prier Work Experience • Deutsche Bank. Lazard Sector Experience - Education - Boteoni Benelux - Switzerland Wolfgang de Limbu g Pastier BreuMeitt Offk* 13 years of an. experience and several Prior Work Experience years in - Lehman Bros, Industry Industry Sector Experience - Healthcare/Manufacturing Education - Chicago Pieter Lambrecht Principal Brussels Vice S )•ears of fin. experience Prior Work Experience • GE Capital Sector Experience • Manufacturing/Media Education • LSE Denis Fracnkcl Associate 4 yeani of An. Brussels Office experience Prior Work Experience -Morgan Stanley Sector Experience • Telecom/Reel Estate Education • ISE France Ian Galliennc Partner 16 years Olin. Brimegs/Paris Office experience Prior Work Experience - Rhone Capital. Industry Sector Experience Relad/Manultieturing Education • INSEAD * Serge Touati Partner Perin Office 16 years of On. experience Prior Work Experience - Compass Partners. Merrill Lynch Sector Experience - Manufacturing/Bus. Services Education • ESSEC Iberia a- Nicola Zambon 0_I Partner Madrid Office le >cot, of fin. experience Prior Work Experience - Investindustrial, Consulting Sector Experience • Retail/Healthcare Education • Bocconi Ergon's team is multinational, multicultural with unique combination of young/entrepreneurial spirit with blue chip image/background EIGON. CAPITAL PARTNERS EFTA01077749 Ergon's Added-Value ■ Ergon wishes to be a business growth accelerator by supporting management's objectives ■ Management remains in operative control. Management proposes the business strategy, shares its views with its shareholders and manages the company on a day-to-day basis ■ As a financial investor, Ergon provides the following assistance: i. Active participation at the board of directors level to validate and complement management's strategy ii. Support to management in corporate development matters and in its interaction with banks iii. Helping "optimize" the company's organization, specifically in terms of financial reporting, budgeting procedures, IT, working capital management, etc. iv. Access to Ergon's (and its backers') broad network of business connections EIGO\1 CAPITAL PARTNERS EFTA01077750 Er on's Investments Since 2005 Company Name Date Sector Posttionine and Key Products Investment Strateev Revenues Breakdown nn in U Jul 2011 Spain Niche Manufacturing • Leading Spanish player • Urban furniture • Organic development, international expansion & operational improvements Sales: f70MM www.benito.com %iv group de boeck group,dehnerle ram Apr 2011 Belgium Media • Leading Belgian player • Educational and professional publishing • Organic development and active build-up strategy Sales: e4tMM www.elitechgroup.com Dec 2010 France Healthcare • Leading player in selected niches • In vitro diagnostic equipment and reagents • Organic growth, bolt-on add-ons & operational improvements Sales: el2MM 1•0012Allathanit www.nicotra.it Feb 2008 Italy Niche Manufacturing • #1 in Europe • Non-residential ventilation systems • Organic growth, bolt-on add-ons & operational improvements Sales: ei24MM a www.gebhardt.de Aug 2007 Italy Healthcare • #2 in the world • APIs, antibiotics & I-IPS • Broadening of products portfolio, Pharma collaborations & selective bolt-on add-ons . i Sales: e.49MM FAIRITIA3iO) www.farmabios.net JORISIDE Mar 2007 Belgium Niche Manufacturing • #1 in Benelux, #2 in France & Eastern Europe • Steel profiles, insulated panels for roofing & cladding; Purlins and other accessories • Organic growth, bolt-on add-ons & operational improvements Sales: e379MM • www.ioriside.be ge canis.iLls www.aliolast.be Jan 2007 Belgium Niche Manufacturing • #1 in Europe • Extruded aluminum insulated & painted profiles (for windows, doors, walls) • Combination of organic growth & selective bolt-on add-ons Sales: e270MM SEVES www nevem it May 2006 Italy Niche Manufacturing • #1 in the world • Power transmission insulators (glass, porcelain, composite) & Glass blocks for building appl. • Combination of organic growth, international bolt-on add-ons & operational improvements Sales: e.407MM ii) LAIIIVISIS www.lagardeniadt Apr 2006 Italy Specialty Retail • #2 in Italy • Cosmetics & perfumery retailer • Combination of organic growth, local bolt-on add-ons & operational improvements • Sales: ei.33MM in www.ki gbeigiumbe Feb 2006 Belgium Business Services • #1 in Benelux • Non-food consumables and disposables (plastic cups, hygiene paper,...) • Combination of organic growth & local selective bolt-on add-ons 2007 Sales: ei25MM Www Irif f ta ■ Jun 2005 Italy Specialty Retail • #1 in Italy • Low-end jewelry retailer • Bolt-on acquisitions given the fragmentation of the industry Sales: eil6MM EIGO\I f1, Com~Mny eX ed. Western Europe in Latin America MUSA & Canada m Eastern Europe p Asia I I Rest of the World CAPITAL PARTNERS EFTA01077751