SOURCE: Horizon Pharma plc

Horizon Pharma plc

July 13, 2015 12:50 ET

Horizon Pharma plc Responds to Depomed's Adoption of a Poison Pill

Urges Depomed to Listen to the Clear Demands of Its Shareholders

DUBLIN, IRELAND--(Marketwired - Jul 13, 2015) - Horizon Pharma plc (NASDAQ: HZNP), a biopharmaceutical company focused on improving patients' lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs, today responded to the announcement by Depomed, Inc. that it has implemented a poison pill (also known as a "shareholder rights plan") and amended and restated its bylaws in a shareholder unfriendly manner.

Timothy P. Walbert, chairman, president and chief executive officer, Horizon Pharma plc, said: "Since we made our proposal to acquire Depomed for a per-share consideration of $29.25 public on July 7, 2015, the reaction from both companies' shareholders has been supportive of the combination.

"We are very disappointed that instead of listening to its shareholders and immediately entering into negotiations with Horizon, the Depomed Board has instead taken actions to limit its shareholders' opportunity to maximize the value of their investment by implementing a poison pill and adopting changes to their bylaws that would, among other things, enable their Board of Directors to delay and make more difficult the calling of a special meeting of its shareholders," Walbert continued. "Horizon's proposal represents a premium of 42 percent to the closing price of Depomed's stock on July 6, 2015 and will yield significant strategic and financial benefits to shareholders of both companies. We urge the Depomed Board to stop taking actions to frustrate the will of their shareholders and engage with us to negotiate a mutually acceptable transaction."

Citigroup Global Markets Inc. and Jefferies LLC are acting as lead financial advisors to Horizon.

About Horizon Pharma plc
Horizon Pharma plc is a biopharmaceutical company focused on improving patients' lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs. The Company markets seven medicines through its orphan, primary care and specialty business units. Horizon's global headquarters are in Dublin, Ireland. For more information, please visit www.horizonpharma.com.

Forward-Looking Statements
This press release contains forward-looking statements, including, but not limited to, statements related to Horizon's non-binding offer to Depomed, and potential strategic and financial benefits thereof, and other statements that are not historical facts. These forward-looking statements are based on Horizon's current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks that Horizon will ultimately not pursue a transaction with Depomed or Depomed will reject engaging in any transaction with Horizon; if a transaction is negotiated between Horizon and Depomed, risks related to Horizon's ability to complete the acquisition on the proposed terms; the possibility that competing offers will be made; risks associated with business combination transactions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not be realized; risks related to future opportunities and plans for the combined company, including uncertainty of the expected financial performance and results of the combined company following completion of the proposed acquisition; disruption from the proposed acquisition, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; and the possibility that if the combined company does not achieve the perceived benefits of the proposed acquisition as rapidly or to the extent anticipated by financial analysts or investors, the market price of Horizon's shares could decline, as well as other risks related to the Horizon and Depomed's businesses, including the ability to grow sales and revenues from existing products; competition, including potential generic competition; the ability to protect intellectual property and defend patents; regulatory obligations and oversight; and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in Horizon's and Depomed's respective filings and reports with the U.S. Securities and Exchange Commission ("SEC"). Horizon Pharma undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information.

Additional Information
This communication does not constitute an offer to buy or solicitation of any offer to sell securities. This communication relates to a proposal which Horizon Pharma has made for business combination transaction with Depomed, Inc. Subject to future developments, if Horizon Pharma and Depomed agree on a negotiated transaction, Horizon Pharma and Depomed may file one or more registration statements, prospectuses, proxy statements or other documents with the SEC. This communication is not a substitute for any registration statement, prospectus, proxy statement or other document Horizon Pharma and/or Depomed my file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF HORIZON PHARMA AND DEPOMED ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT(S), PROSPECTUS(ES), PROXY STATEMENT(S) AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HORIZON PHARMA, DEPOMED AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC's web site at www.sec.gov or by directing a request to Horizon Pharma's Investor Relations department at Horizon Pharma, Inc., Attention: Investor Relations, 520 Lake Cook Road, Suite 520, Deerfield, IL 60015 or to Horizon Pharma's Investor Relations department at 224-383-3400 or by email to investor-relations@horizonpharma.com. Investors and security holders may obtain free copies of the documents filed with the SEC on Horizon Pharma's website at www.horizonpharma.com under the heading "Investors" and then under the heading "SEC Filings."

Certain Information Regarding Participants
Horizon Pharma and its directors and executive officers may be deemed participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed transaction will be included in the proxy statement/prospectus described above. Additional information regarding the directors and executive officers of Horizon Pharma is also included in Horizon Pharma's Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 27, 2015 and Horizon Pharma's Proxy Statement for the 2015 Annual Meeting of Shareholders, which was filed with the SEC on May 6, 2015. These documents are available free of charge at the SEC's web site at www.sec.gov and from Investor Relations at Horizon Pharma as described above.

Contact Information

  • Contacts:
    Investors:
    John Thomas
    Executive Vice President, Strategy and Investor Relations
    Email Contact

    Tina Ventura
    Vice President, Investor Relations
    Email Contact

    U.S. Media:
    Geoff Curtis
    Group Vice President, Corporate Communications
    Email Contact

    Daniel Yunger
    Kekst and Company
    Email Contact

    Ireland Media:
    Ray Gordon
    Gordon MRM
    Email Contact