Mallinckrodt-Questcor

Transaction

Creates Diversified,

High-Growth Specialty 

Pharmaceutical Company

April 7, 2014

Filed by Mallinckrodt plc

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Questcor Pharmaceuticals, Inc.

Commission File No.: 001-14758

Cautionary Statements Related to Forward-Looking

Statements

1

Statements in this document that are not strictly historical, including statements regarding the proposed acquisition, the

expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the

transaction, future opportunities for the combined businesses and any other statements regarding events or developments

that

we

believe

or

anticipate

will

or

may

occur

in

the

future,

may

be

“forward-looking”

statements

within

the

meaning

of

the

Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties. There are a number of

important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking

statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and

uncertainties related to, among other things:

The commercial success of Mallinckrodt’s and Questcor’s products, including  H.P. Acthar

®

Gel

Mallinckrodt’s and Questcor’s ability to protect intellectual property rights

The uncertainty of approval under the Hart Scott Rodino Antitrust Improvements Act

General economic conditions and conditions affecting the industries in which Mallinckrodt and Questcor operate

The parties’

ability to satisfy the merger agreement conditions and consummate the merger on the anticipated timeline

or at all

The availability of financing, including the financing contemplated by the debt commitment letter, on anticipated terms or at

all

Mallinckrodt’s ability to successfully integrate Questcor’s operations and employees with Mallinckrodt’s existing business

The ability to realize anticipated growth, synergies and cost savings

Questcor’s performance and maintenance of important business relationships

The lack of patent protection for Acthar, and the possible United States Food and Drug Administration (“FDA”) approval and

market introduction of additional competitive products

Questcor’s reliance on Acthar for substantially all of its net sales and profits

Questcor’s ability to continue to generate revenue from sales of Acthar to treat on-label indications associated with

nephrotic syndrome, multiple sclerosis, infantile spasms or rheumatology-related conditions, and Questcor’s ability to

develop other therapeutic uses for Acthar

Volatility in Questcor’s Acthar shipments, estimated channel inventory, and end-user demand; an increase in the proportion

of Questcor’s Acthar unit sales comprised of Medicaid-eligible patients and government entities

Cautionary Statements Related to Forward-Looking

Statements (cont.)

2

Questcor’s research and development risks, including risks associated with Questcor’s work in the area of nephrotic

syndrome and Lupus, and Questcor’s efforts to develop and obtain FDA approval of Synacthen

Mallinckrodt’s ability to receive procurement and production quotas granted by the U.S. Drug Enforcement Administration

Mallinckrodt’s ability to obtain and/or timely transport molybdenum-99 to our technetium-99m generator production facilities

Customer concentration

Cost-containment efforts of customers, purchasing groups, third-party payors and governmental organizations

Mallinckrodt’s ability to successfully develop or commercialize new products

Competition

Mallinckrodt’s ability to integrate acquisitions of technology, products and businesses generally

Product liability losses and other litigation liability

The reimbursement practices of a small number of large public or

private issuers

Complex reporting and payment obligations under healthcare rebate programs

Changes in laws and regulations

Conducting business internationally

Foreign exchange rates

Material health, safety and environmental liabilities

Litigation and violations

Information technology infrastructure

Restructuring activities

Additional information regarding the factors that may cause actual results to differ materially from these forward-looking

statements

is

available

in

(i)

Mallinckrodt’s

SEC

filings,

including

its

Annual

Report

on

Form

10-K

for

the

fiscal

year

ended

September 27, 2013 and Quarterly Report on Form 10-Q

for the quarterly period ended December 27, 2013; (ii) the SEC

filings of Cadence Pharmaceuticals, Inc., which was acquired by Mallinckrodt on March 19, 2014, including its Annual

Report on Form10-K

for the fiscal year ended December 31, 2013; and (iii) Questcor’s SEC filings, including its Annual

Report on Form 10-K

for the year ended December 31, 2013. The forward-looking statements made herein speak only as

of the date hereof and none of Mallinckrodt, Questcor or any of their respective affiliates assumes any obligation to update

or revise any forward-looking statement, whether as a result of new information, future events and developments or

otherwise, except as required by law.

3

Important Information for Investors and Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of

any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would

be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the

proposed transaction between Mallinckrodt and Questcor, Mallinckrodt will file with the SEC a registration statement on Form

S-4 that will include a joint proxy statement of Mallinckrodt and Questcor that also constitutes a prospectus of Mallinckrodt.

The definitive joint proxy statement/prospectus will be delivered to shareholders of Mallinckrodt and Questcor.

INVESTORS AND SECURITY HOLDERS OF MALLINCKRODT AND QUESTCOR ARE URGED TO READ THE

DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE

SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN

IMPORTANT INFORMATION.

Investors and security holders will be able to obtain free copies of the registration statement and the definitive joint proxy

statement/prospectus (when available) and other documents filed with the SEC by Mallinckrodt and Questcor through the

website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Mallinckrodt will be

available free of charge on Mallinckrodt’

s internet website at www.Mallinckrodt.com or by contacting Mallinckrodt’s Investor

Relations Department at (314) 654-6650. Copies of the documents filed with the SEC by Questcor will be available free of

charge on Questcor’s internet website at www.Questcor.com or by contacting Questcor’s Investor Relations Department at

(714) 497-4899.

Participants in the Merger Solicitation

Mallinckrodt, Questcor, their respective directors and certain of their executive officers and employees may be considered

participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who

may, under the rules of the SEC, be deemed participants in the solicitation of the Mallinckrodt and Questcor shareholders in

connection with the proposed merger and a description of their direct and indirect interests, by security holdings or otherwise,

will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. Information about the directors and

executive officers of Mallinckrodt is set forth in its proxy statement for its 2014 annual meeting of stockholders, which was

filed with the SEC on January 24, 2014. Information about the directors and executive officers of Questcor is set forth in its

proxy statement for its 2013 annual meeting of stockholders, which was filed with the SEC on April 15, 2013.

Consideration

Structure

Financing

Timing

Transaction highlights

4

Following completion of merger Mallinckrodt shareholders

will own approximately 50.5% and former Questcor

shareholders will own approximately 49.5% of the

combined company’s stock.

Closing expected third calendar quarter of 2014,

subject to approval of both sets of shareholders

and clearance under the Hart-Scott-Rodino Act

in the U.S.

Financing expected to consist of a combination of

a senior secured term loan facility and senior notes.

Cash and equity valued at approximately $5.6 billion.

Questcor shareholders to receive $30.00 in cash and

0.897 Mallinckrodt shares for each share of Questcor

common stock they own.

New Mallinckrodt Management

5

The combined company will be known as

Mallinckrodt Pharmaceuticals

Mark Trudeau, Mallinckrodt President and CEO,

will lead the combined company

Matt Harbaugh will continue as Mallinckrodt CFO

Mallinckrodt will expand its Board of Directors

from nine to twelve members

Melvin Booth to continue as Mallinckrodt’s

Board Chairman

Don Bailey, Questcor CEO, Virgil Thompson,

Chairman of Questcor’s Board, and Angus

Russell –

both independent directors of

Questcor –

all to join expanded Board

Transaction will provide exceptional value for

shareholders of both companies

6

The transaction will:

Substantially increased scale, diversification, profitability and cash flow

Strong, sustainable platform for future revenue and earnings growth

Accelerate strategic shift to Specialty Pharmaceuticals portfolio:

Adds high-growth Acthar to Mallinckrodt’s broadening growth portfolio

Expands ability to bring forward new treatments in

therapeutic areas of high unmet need

Strengthens potential opportunity for expansion in

established Mallinckrodt global footprint with broader

specialty pharmaceuticals portfolio

1 Acthar is a registered trademark of Questcor Pharmaceuticals, Inc.

Strengthen

Mallinckrodt’s

strategic

platform

Provide

Questcor

with

diversification

and

new

H.P.

Acthar

®1

Gel

(repository corticotropin injection) growth opportunities

Create a company with:

Questcor is a rapidly-growing biopharmaceutical

company focused on difficult-to-treat autoimmune

and inflammatory disorders

2 In June of 2013, Questcor acquired rights from Novartis Pharma AG and Novartis AG to develop

7

Founded in 1990; now 550+ employees with calendar 2013

revenues of $799 million; $338 million operating cash flow

FDA

1

-approved in 19 indications, Acthar’s rapid growth achieved

within four main areas: infantile spasms, proteinuria associated

with nephrotic syndrome, multiple sclerosis relapses and certain

rheumatology-related conditions

Outstanding growth prospects expected based on expansion into

additional FDA-approved indications within rheumatology,

pulmonology and other therapeutic areas, as well as global

opportunities through existing Mallinckrodt platform

Opportunity

to

develop

potential

indications

for

Synacthen

TM

for

possible U.S. clinical development

2,3

Flagship product Acthar has a unique therapeutic role in difficult-to-treat diseases

1 U.S. Food and Drug Administration

3 Synacthen is a trademark of Novartis Pharma AG

Synacthen and Synacthen Depot in the U.S. and certain countries outside the U.S.

Mallinckrodt: Strategically diversifying business platform

and

portfolio through organic growth and BD&L

8

Mallinckrodt is a global specialty pharmaceutical and medical imaging business

Core strengths include: acquisition and management of highly regulated raw

materials;

deep

regulatory

expertise;

and

specialized

chemistry,

formulation

and

manufacturing capabilities

Fiscal year 2013 revenues of $2.2 billion

Diversified portfolio includes pain management,

CNS

and addiction treatment

Strong

specialty

pharmaceuticals

core

platform

built

on

EXALGO

,

specialty

controlled substance generics and APIs

New products, expanded hospital platform strengthen Mallinckrodt’s specialty

brands business

Acquisition

of

Cadence

and

its

OFIRMEV

franchise

boosts

earnings

and

growth,

adding strong foothold in U.S. hospitals

Recent

approvals

of

XARTEMIS

XR

and

PENNSAID

2%

further expand pain management platform

2

Active Pharmaceutical Ingredients

3 Central Nervous System

1 Business Development & Licensing

1

2

3

®

®

®

™

Acthar is FDA-approved for the treatment of certain

serious disorders across multiple therapeutic areas

Infantile spasms

In children less than two years old

Nephrology

Proteinuria in idiopathic types of

nephrotic syndrome

Multiple sclerosis

Acute exacerbations in adults

Rheumatology

Psoriatic arthritis (adjunctive

therapy)

Ankylosing spondylitis (adjunctive

therapy)

Rheumatology

Systemic dermatomyositis

(polymyositis)

Systemic lupus erythematosus

Rheumatoid arthritis (adjunctive

therapy)

Pulmonology

Symptomatic sarcoidosis

Dermatology

Severe erythema multiforme

Stevens-Johnson syndrome

Ophthalmology

Severe acute and inflammatory

processes (e.g., keratitis)

Currently marketed indications

Additional on-label indications

Acthar is FDA-approved for 19 indications

9

Transaction is financially compelling

10

Increases

Financial

Strength

Significantly

Enhances

Growth

Capacity

Transaction expected to be immediately accretive to

Mallinckrodt’s fiscal year 2014 adjusted diluted earnings per

share, and expected to be significantly accretive to fiscal year

2015 adjusted diluted earnings per share

Combined company’s earnings profile expected to be enhanced

by sustainable tax opportunities beginning in fiscal year 2014, in

addition to the strong pro forma capital structure of the combined

company

Expect to use the strong cash flow generated by the newly

combined entity to reduce outstanding debt and  Mallinckrodt’s

net debt-to-EBITDA

leverage ratio in fiscal year 2014, and to

achieve further reductions over the course of fiscal year 2015

Enhances capacity to pursue further growth across specialty

pharmaceuticals platform

Greater financial strength expected to support expansion of

Acthar into new therapeutic areas in addition to incremental

R&D investment

1 Mallinckrodt intends to provide investors with updated guidance for the combined company at a future point following the completion of the transaction.

2 Earnings before interest, tax, depreciation and amortization

1

2

Transaction reinforces growth strategy and increases

financial capacity, enriching combined organization

11

Accelerates

Strategic

Goals

Enhances R&D

Pipeline and

Capabilities

Expands and enhances breadth and depth of specialty

pharmaceuticals portfolio into new channel adjacencies with

global platform for future growth possibilities

Creates a premier specialty pharmaceutical company with

growth platforms across multiple therapeutic areas:

Pain management, CNS, nephrology, rheumatology, other

autoimmune and inflammatory disorders

Approximately 70% of the pro forma

revenues of the combined

company expected to come from branded and specialty generic

pharmaceutical products and APIs

Significantly expands business development opportunities

Opportunity to develop new indications for Acthar

Provides resources to become leader in

bringing forward new therapies in rare,

difficult-to-treat diseases

Strengthens Mallinckrodt’s commitment

to improving quality of care for patients

1 Fiscal year 2014

1

Acthar expands the breadth of Mallinckrodt’s specialty

platforms and sets the stage for future growth

12

Autoimmune &

Inflammatory Brand

Specialty Generics

Hospital-Based

Brands

Evolution of Mallinckrodt’s Specialty Pharmaceuticals Platform

Office-Based

Brands

Extensive portfolio,

Including:

New Mallinckrodt will have scale, focus and global reach

to extend its leadership in specialty pharmaceuticals

13

Well-established

generics, API and

imaging businesses

Growth platforms in

office-based pain and

specialty generics

products

Core strength in

difficult-to-manage

controlled substances

and formulations

Strong regulatory

expertise

Global footprint

Differentiated, branded

product with strong

growth prospects

Strengthens pain

management portfolio

Strong foothold in U.S.

hospitals

Highly profitable and

rapidly-growing franchise

New autoimmune and

inflammatory platform

High-potential pipeline

Expertise in highly

complex formulations

To learn more, visit

www.mallinckrodt.com

Mallinckrodt, the “M” brand mark , the Mallinckrodt Pharmaceuticals logo  and other brands are trademarks of a Mallinckrodt company. © 2014 Mallinckrodt