ANI Pharmaceuticals : to Discuss Acquisition of Alimera Sciences Presentation

Acquisition of Alimera Sciences, Inc.

June 24, 2024

	© 2024 ANI Pharmaceuticals, Inc.	1

Disclaimer

This presentation contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company's and Alimera's expectations or beliefs concerning future events, including the timing of the transaction and other information relating to the proposed transaction including statements regarding the benefits of proposed transaction (including future non-GAAP performance), and the anticipated timing of the proposed transaction. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "continue," "strategy," "future," "opportunity," "plan," "may," "should," "will," "shall," "would" other words of similar meaning, derivations of such words and the use of future dates. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.

The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, (iii) the occurrence of any event, change or other circumstance that could give rise to the delay or termination of the proposed transaction, (iv) the inability to complete the proposed transaction due to the failure of a party or parties to satisfy conditions to completion of the proposed transaction, including the receipt on a timely basis or at all of any required regulatory clearances and receipt by Alimera of stockholder approval, (v) the failure of the contemplated debt financing or any alternative financing to be obtained on a timely basis or at all, (vi) the effect of the announcement or pendency of the proposed transaction on the Company's and/or Alimera's business relationships, operating results, and business generally, (vii) risks that the proposed transaction may disrupt current plans and operations of the Company and/or Alimera and potential difficulties of Alimera in retaining employees as a result of the proposed transaction, (viii) the outcome of any legal proceedings that may be instituted in connection with the proposed transaction, (ix) volatility in the price of the Company's and/or Alimera's stock, including as a result of the proposed transaction, (x) changes in competitive and regulated industries in which the Company operates, variations in operating performance across competitors, changes in laws and regulations affecting the Company's business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities and, in particular, failure to achieve anticipated synergies, (xii) costs and regulatory requirements relating to contract manufacturing arrangements,

1. delays or failure in obtaining product approvals from the FDA, (xiv) general business and economic conditions, (xv) market trends for the Company's and/or Alimera's products, including but not limited to, ILUVIEN®, YUTIQ® and Cortrophin Gel, and the ability to achieve anticipated sales for such products, (xvi) regulatory environment and changes, (xvii) regulatory and other approvals relating to product development and manufacturing, and (xviii) costs related to the proposed transaction and the failure to realize anticipated benefits of the proposed transactions or to realize estimated pro forma results and underlying assumptions.

This presentation refers to financial measures that are not in accordance with U.S. generally accepted accounting principles ("GAAP"). Because the non-GAAP financial measures are not calculated in accordance with GAAP, they should not be considered superior to or as a substitute for the related financial measures that are prepared in accordance with GAAP and are not intended to be considered in isolation and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. A reconciliation of the forward-lookingnon-GAAP measures presented in this communication is not provided due to the inherent difficulty in forecasting and quantifying items that are necessary for such reconciliation. In addition, the Company believes such a reconciliation would imply a degree of precision and certainty that could be confusing to investors. The variability of the specified items may have a significant and unpredictable impact on future financial performance. The financial guidance is subject to risks and uncertainties applicable to all forward-looking statements as described elsewhere in this communication.

	© 2024 ANI Pharmaceuticals, Inc.	2

Additional Information

More detailed information on these and additional factors that could affect the Company's actual results are described in the Company's filings with the Securities and Exchange Commission (SEC), including its most recent annual report on Form 10-K and quarterly reports on Form 10-Q, as well as other filings with the SEC. All forward-looking statements in this news release speak only as of the date of this news release and are based on the Company's current beliefs, assumptions, and expectations. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

In connection with the proposed transaction, Alimera intends to file a preliminary and definitive proxy statement. The definitive proxy statement and proxy card will be delivered to Alimera's stockholders in advance of the special meeting relating to the proposed acquisition. Each of the Company and Alimera also plan to file other relevant materials with the SEC in connection with the proposed transaction.

INVESTORS IN AND SECURITY HOLDERS OF ALIMERA ARE URGED TO READ THE DEFINITIVE PROXY IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR FURNISHED OR WILL BE FILED OR WILL BE FURNISHED BY EACH OF THE COMPANY AND ALIMERA WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, RELATED MATTERS AND THE PARTIES TO THE PROPOSED TRANSACTION. Materials filed by the Company and Alimera can be obtained free of charge at the SEC's website, www.sec.gov. In addition, materials filed by the Company can be obtained free of charge at the Company's website, www.anipharmaceuticals.com, and materials filed by Alimera can be obtained free of charge at Alimera's website, www.alimerasciences.com.

	© 2024 ANI Pharmaceuticals, Inc.	3

Speakers

Nikhil Lalwani		Chris Mutz		Steve Carey
President and Chief		Head of Rare Disease		Chief Financial Officer
Executive Officer

	© 2024 ANI Pharmaceuticals, Inc.	4

Agenda

1

Overview & Strategic Rationale

Nikhil Lalwani (President and Chief Executive Officer)

2

Commercial Overview

Chris Mutz (Head of Rare Disease)

3

Financial Overview & Transaction Details

Stephen Carey (Chief Financial Officer)

4

Q&A

Nikhil Lalwani (President and Chief Executive Officer)	Chris Mutz (Head of Rare Disease)
Stephen Carey (Chief Financial Officer)

	© 2024 ANI Pharmaceuticals, Inc.	5

Agenda

1

Overview & Strategic Rationale

Nikhil Lalwani (President and Chief Executive Officer)

2

Commercial Overview

Chris Mutz (Head of Rare Disease)

3

Financial Overview & Transaction Details

Stephen Carey (Chief Financial Officer)

4

Q&A

Nikhil Lalwani (President and Chief Executive Officer)	Chris Mutz (Head of Rare Disease)
Stephen Carey (Chief Financial Officer)

	© 2024 ANI Pharmaceuticals, Inc.	6

Deal snapshot

Company Overview

• Markets two novel differentiated treatments for ophthalmological indications: diabetic macular edema and chronic non-infectious uveitis - posterior segment
• ~160 global employees
• 2024 revenue guidance of approximately $105M
• Key Products:

Key Deal Terms

• $5.50 per share in cash (~75% premium to June 21 closing price)
• • CVR of up to $0.50 per share
• Transaction value of $381M
• Closing expected in late Q3 2024, subject to customary closing conditions, including receipt of required regulatory approvals and approval by Alimera's shareholders

Substantial value creation for shareholders of both companies

	© 2024 ANI Pharmaceuticals, Inc.	7

Rare Disease pro-forma revenues expected to increase to ~45% of Company revenues, largest future growth driver

Generics, Established Brands,				Rare Disease
and Other		Cortrophin Gel				Alimera
Acquired Novitium in November 2021		Launched in January 2022		Announced in June 2024; expected to
		close in third quarter of 2024
 Robust pipeline and new product launch		Specialty commercial teams covering		Highly complementary with ANI's efforts
execution capabilities		ophthalmology and pulmonology with		in Rare Disease, significantly expanding
					portfolio team focused on rheumatology,		focus within ophthalmology
					neurology and nephrology				Global infrastructure with commercial
					ACTH category sales growing 8-10%(1)		presence across 20+ countries
ANI Revenue ($ millions)
									$625 - $647
						$487		$275 - $285
					$316	$112
$216				$42				$350 - $362
						$375
					$274
2021				2022	2023		2024 PF(2)
			Generics, Established Brands, and Other		Rare Disease

	© 2024 ANI Pharmaceuticals, Inc.	1.	Based on FY 2024 ANI and Mallinckrodt net revenue guidance.	8
	2.	Assumes combined revenues of ANI and Alimera based on published guidance.

Transaction to expand ANI's Rare Disease business with potential for substantial shareholder value creation

Further strengthens ANI's Rare Disease business as largest driver of future growth

1  Expected to add ~$105M pro forma revenues making Rare Disease ~45% of Company revenues

• Combination enhances an attractive Rare Disease growth platform serving patients across therapeutic areas
• Increased geographic diversification with Alimera's established ex-US footprint, including direct operations in Europe

Adds two durable commercial assets with significant growth potential

• ILUVIEN and YUTIQ are durable assets with high barriers to genericization which the Company believes have a clear role to
  2 treat patients in need of other therapeutic options
• Long-termclinical studies, real-world use, and ongoing trials provide a strong foundation for ILUVIEN and YUTIQ
• Significant growth potential expected to be further unlocked through commercial synergies and execution

Expands foothold in ophthalmology and accelerates growth of Cortrophin Gel in this key therapeutic area

3  Combined nationwide ophthalmology salesforce planned to be ~45 dedicated to Cortrophin, ILUVIEN, and YUTIQ

• Expands reach to over 3,600 ophthalmologists, with over ~50% overlap between high potential prescribers of Cortrophin and
  ILUVIEN/YUTIQ

Potential for substantial shareholder value creation

• Expected high single-digit to low double-digit accretion in 2025 adjusted non-GAAP EPS and substantially accretive thereafter

4  Anticipated additional $35-$38 million in 2025 adjusted non-GAAP EBITDA inclusive of approximately $10 million in identified cost synergies; incremental EBITDA contribution expected from accelerated growth of Cortrophin Gel within ophthalmology

• Anticipated 3.2x(1) pro-forma leverage upon close; expect to significantly de-lever organically in 2025

© 2024 ANI Pharmaceuticals, Inc.	1. Calculated based upon pro forma LTM EBITDA and net debt.	9

Transaction aligned with M&A strategy

Expands Scope and		Priority		Assets with Growth
Scale of Rare
Disease Business		Therapeutic Area		& Durability

• Ophthalmology as a percentage of total ACTH prescribers has almost doubled to more than 10% over four years(1)

• Double-digitgrowth assets
• Patent protection
• High barriers to genericization

	1. Per Veeva Compass claims dataset for Acthar + Cortrophin internal prescribing data.
© 2024 ANI Pharmaceuticals, Inc.	10