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ISS and Glass Lewis Recommend Horizon Pharma Shareholders Vote AGAINST the Issuance of Horizon Shares in Connection with Horizon's Attempted Takeover of Depomed
NEWARK, Calif., Nov. 3, 2015 /PRNewswire/ -- Depomed, Inc. (NASDAQ: DEPO) ("Depomed" or the "Company") today commented on recent reports from Institutional Shareholder Services ("ISS") and Glass Lewis, two independent proxy advisory firms, both of which issued reports recommending that shareholders of Horizon Pharma plc (NASDAQ: HZNP) ("Horizon") vote AGAINST the issuance of Horizon shares in connection with Horizon's unsolicited offer to acquire Depomed.

In recommending against the Horizon proposals, both firms were critical of the authority Horizon's board is seeking to obtain from its shareholders at a special meeting. ISS also noted Horizon's lack of clarity regarding "what it will actually cost shareholders, and how big, quick, and realistic are the synergisitic opportunities [a transaction] could bring," and stated "…this potential issuance lacks much of the critical information shareholders would need in order to evaluate the appropriateness of the transaction." Glass Lewis noted the significant recent decline of Horizon common shares, and questioned "whether the existing offer is sufficiently compelling to achieve the level of acceptance by Depomed shareholders needed to close the deal."

Commenting on the ISS and Glass Lewis reports, Depomed said:

"Throughout Horizon's opportunistic campaign to acquire Depomed, Horizon has, in our view, failed to be forthright and transparent with Depomed shareholders. ISS' and Glass Lewis' recommendations, in our view, confirm that Horizon's behavior also extends to its own shareholders. We remind Depomed shareholders that obtaining Horizon shareholder approval remains one of many outstanding conditions Horizon has imposed on its exchange offer to acquire Depomed, which also includes a due diligence condition. We believe that the ISS and Glass Lewis recommendations highlight yet another example of Horizon's incomplete and inaccurate shareholder communication and further increase the uncertainty and conditionality of Horizon's offer."

Based on Horizon's closing stock price on November 3, 2015, Horizon's exchange offer had a value of approximately $16 per Depomed share.

Morgan Stanley & Co. LLC and Leerink Partners LLC are serving as financial advisors to Depomed and Baker Botts L.L.P. and Gibson, Dunn & Crutcher LLP are serving as legal counsel.
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Source: press release, 11/03/15. http://investor.depomedinc.com/phoenix.zhtml?c=97276&p=irol-newsArticle&...

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Horizon Pharma plc Extends Offer to Acquire Depomed, Inc.

DUBLIN, IRELAND -- (Marketwired) -- 10/26/15 -- Horizon Pharma plc (NASDAQ: HZNP) ("Horizon Pharma"), a biopharmaceutical company focused on improving patients' lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs today announced that it has extended the expiration of its exchange offer to acquire all of the outstanding shares of common stock of Depomed, Inc. ("Depomed") to 5 p.m., Eastern time, on November 20, 2015. An extraordinary general meeting of Horizon Pharma's shareholders is scheduled for November 13, 2015, the principal purpose of which is to approve the issuance of Horizon ordinary shares in connection with Horizon Pharma's proposed acquisition of Depomed. Horizon shareholder approval is one of the conditions required to consummate the exchange offer and the exchange offer is being extended until after the Horizon special meeting.

The depositary of the exchange offer has advised that, as of 9:00 a.m., Eastern time, on October 26, 2015, a total of approximately 7,873 shares of Depomed common stock were validly tendered and not properly withdrawn in the exchange offer. The exchange offer was previously scheduled to expire at 5 p.m., Eastern time on November 6, 2015. All other terms and conditions of the exchange offer remain unchanged.
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Source: press release, 10/26/15. http://ir.horizon-pharma.com/releasedetail.cfm?ReleaseID=938485

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Depomed Comments on Recent Reports Regarding Horizon Pharma's Business Model
Reports Confirm Concerns Raised by Depomed's Board in Rejecting Horizon's Unsolicited Exchange Offer
NEWARK, Calif., Oct. 22, 2015 /PRNewswire/ -- Depomed, Inc. (NASDAQ: DEPO) ("Depomed" or the "Company") today issued the following statement in response to numerous recent reports surrounding Horizon Pharma plc's (NASDAQ: HZNP) ("Horizon") business model, in particular concerns raised about aggressive drug pricing practices and Horizon's use of specialty pharmacies:

Depomed's Board unanimously rejected Horizon Pharma's unsolicited exchange offer on September 11, 2015. In Depomed's Schedule 14D-9 filed with the SEC on September 14, 2015, the Company highlighted the Board's reservations about Horizon's business model and strategy, while observing that the nature of Horizon's business model had the potential to lead to significant volatility in the price of Horizon stock. Importantly, numerous reports in the past days – from major media outlets to the firm that establishes one of the largest drug formularies – have reiterated and validated these serious concerns.

For example:

A September 23, 2015 note issued by Express Scripts, one of the largest managers of drug formularies, to its clients criticizes Horizon's price increases, comparing Horizon to Turing Pharmaceuticals, and notes that Horizon, after purchasing the rights to Vimovo and with its own product, Duexis, "soon increased the prices on these older products more than tenfold. This isn't innovation. Akin to a spike in gas and plywood prices just ahead of a hurricane, this is profiteering."
An October 19, 2015 article in The New York Times discusses significant concerns about Horizon's Prescriptions Made Easy ("PME") program and notes that Duexis is "a combination of two old drugs, the generic equivalents of Motrin and Pepcid", which "if prescribed separately… would cost no more than $20 or $40 a month", however "Duexis, which contains both in a single pill, costs about $1,500 a month."
As noted in Depomed's September 14, 2015 letter to shareholders:

We believe the frequency and magnitude of Horizon's price increases are unsustainable: Horizon has implemented dramatically high price increases across most of its product portfolio, including increases of over 1,500% for Rayos® and nearly 1,200% for Vimovo® since those products were acquired or launched in 2012 and 2013, respectively. We do not believe these pricing strategies are conducive to building a stable and sustainable company that will create and deliver long-term value for its shareholders.
Many of Horizon's drugs have recently been removed from the largest PBMs: Due to Horizon's dramatic price increases and what, in our view, is a lack of meaningful product differentiation, many of Horizon's drugs have recently been removed from the largest PBM drug formularies and remain on the exclusion lists of the two largest PBMs through 2016.
We believe that as Horizon continues to increase the prices of its products well beyond the prices of competitive products, the trend of Horizon products being excluded from drug formularies may accelerate, posing further risks to Horizon's business and long-term prospects.
In our view Horizon's Prescriptions Made Easy ("PME") drug discount program has caused significant deterioration to Horizon's realized net sales as a percentage of gross sales ("gross to net"): Horizon's drug formulary exclusions have resulted in millions of patients not having access to Horizon products through their health insurance plans. Through Horizon's PME drug discount program, Horizon covers up to 100% of the cost of its products that are not covered by such plans. Although Horizon believes that the continued expansion of its PME program will allow it to mitigate the impact of the drug formulary exclusions, we believe that Horizon's reliance on PME discounts to generate growth in prescription volumes has caused significant deterioration in Horizon's gross to net for many of its products. For example, the net sales as a percent of gross sales for each of Rayos and Pennsaid® 2% dropped from 60% to 45% and 36% to 27%, respectively, from the first quarter of 2015 to the second quarter of 2015.
Importantly, and in contrast to Horizon's standard business practices, Depomed believes that each of our products has strong drug formulary access, demonstrates value to insurers as brands to secure coverage and not to be excluded, all while offering patients affordable co-pay access and are priced in line with market leading, branded competitors. In addition, unlike Horizon, less than 2% of the sales volume for Depomed's products, excluding Lazanda, were dispensed through specialty pharmacies. The Company's cancer pain product Lazanda and all other similar drugs are often dispensed through specialty pharmacies in order to secure managed care payment authorization for these highly potent and restricted drugs.

The Company also notes that had Depomed's Board allowed Horizon to proceed with its hostile offer, and with the haste insisted upon by Horizon, Depomed shareholders today would be receiving only about $14.00 for each share of Depomed stock.

Morgan Stanley & Co. LLC and Leerink Partners LLC are serving as financial advisors to Depomed and Baker Botts L.L.P. and Gibson, Dunn & Crutcher LLP are serving as legal counsel.
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Source: press release, 10/22/15. http://investor.depomedinc.com/phoenix.zhtml?c=97276&p=irol-newsArticle&...

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Depomed Issues Statement
NEWARK, Calif., Oct. 15, 2015 /PRNewswire/ -- Depomed, Inc. (NASDAQ: DEPO) ("Depomed" or the "Company") today issued the following statement:

We note that Horizon Pharma has recently made what we believe are confusing and misleading communications in connection with its unsolicited offer to acquire Depomed, including statements related to the value of their offer, the special meeting process and the actions of the Depomed Board. We remind shareholders that the Depomed Board has set October 29 and November 13, 2015 as the record dates to determine the shareholders that are entitled to call two special meetings of shareholders that have been proposed by Horizon. If Horizon delivers the requisite proxies following those dates, Depomed will take the appropriate steps to honor shareholders' request and hold the proposed meetings in accordance with California law and Depomed's bylaws.

We believe that Horizon is proposing to replace the Depomed Board of Directors because it rejected Horizon's offer of .95 shares of Horizon for each share of Depomed. What Horizon fails to disclose is that its offer now has a current value of only about $17 a share. We think the facts speak for themselves. The Depomed Board and management team continue to focus on implementing the Company's business plan and creating value for all shareholders.

Morgan Stanley & Co. LLC and Leerink Partners LLC are serving as financial advisors to Depomed and Baker Botts L.L.P. and Gibson, Dunn & Crutcher LLP are serving as legal counsel.
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Source: press release, 10/15/15. http://investor.depomedinc.com/phoenix.zhtml?c=97276&p=irol-newsArticle&...

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Horizon Pharma plc Files Preliminary Proxy Materials for Special Meetings

Intends to Solicit Proxies From Depomed Inc. Shareholders for the Removal and Replacement of Depomed's Current Board and the Repeal of a Series of Recent Amendments to Depomed's Bylaws

DUBLIN, IRELAND -- (Marketwired) -- 10/13/15 -- Horizon Pharma plc (NASDAQ: HZNP) ("Horizon Pharma"), a biopharmaceutical company focused on improving patients' lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs, today announced that it has filed preliminary proxy materials on Schedule 14A with the Securities and Exchange Commission ("SEC") in connection with its solicitation of proxies to vote in favor of proposals at two related special meetings of Depomed, Inc. ("Depomed") that Horizon Pharma is currently soliciting consents from Depomed shareholders to call one special meeting to remove all of the current Depomed directors and repeal a series of recent amendments to Depomed's bylaws (the "Removal and Bylaw Amendments Special Meeting") and a second special meeting to elect replacement directors (the "Election Special Meeting").

If the Removal and Bylaw Amendments Special Meeting and the Election Special Meeting are called, Horizon Pharma intends to provide definitive proxy materials and to solicit revocable proxies from Depomed shareholders for votes on the proposals at the Removal and Bylaw Amendments Special Meeting and the Election Special Meeting.

Since Horizon Pharma made public its offer to acquire Depomed in an all-stock transaction on July 7, 2015, the Depomed board of directors has:

Amended Depomed's bylaws, in Horizon Pharma's view, in order to hinder and delay the calling of any special meeting of shareholders;
Adopted a so-called "poison pill" that makes completing Horizon Pharma's current exchange offer to acquire all of the outstanding Depomed common stock impossible unless the poison pill is withdrawn or invalidated;
Distorted the merits of Horizon Pharma's exchange offer through what Horizon Pharma views as misleading public statements; and
To Horizon Pharma's knowledge, inexplicably instructed Depomed's financial advisors not to engage in constructive dialogue with Horizon Pharma.
At the two related special meetings, should they be held, Depomed shareholders would be permitted to vote in favor of all, some, or none of Horizon Pharma's proposals. Neither the calling of the special meetings nor the approval by Depomed shareholders of any of the proposals at the special meetings would ensure that Depomed pursues or consummates any business combination with Horizon Pharma.

Horizon Pharma's proposed slate of new directors for the Depomed board of directors for election at the Election Special Meeting, if called and held, has not made any commitment to Horizon Pharma if elected other than that each nominee will serve as a director and exercise his or her independent judgment in accordance with his or her fiduciary duties in all matters before the Depomed board of directors and otherwise discharge his or her duties as a director of Depomed consistent with all applicable legal requirements.

Horizon Pharma's preliminary proxy materials for the two related special meetings, its definitive solicitation statement for calling the two related special meetings, a letter to Depomed shareholders from Horizon Pharma describing the reasons Depomed shareholders should support the solicitation to call the special meetings, other documents related to Horizon Pharma's solicitations and documents related to Horizon Pharma's exchange offer are viewable at: www.HorizonAndDepomed.com, a website that Horizon Pharma launched to provide details and other relevant information regarding its proposals for the special meetings and its proposed acquisition of Depomed via the exchange offer.
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Source: press release, 10/13/15. http://ir.horizon-pharma.com/releasedetail.cfm?ReleaseID=936474

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Horizon Pharma plc Announces That Three of the Leading Proxy Advisory Firms Recommend That Depomed Shareholders Provide Consent FOR the Special Meetings Requests

Proposals to Be Considered at the Special Meetings Would Include Removal and Replacement of Entire Depomed Board of Directors and Repeal of Depomed's Recently Adopted Bylaw Amendments

DUBLIN, IRELAND -- (Marketwired) -- 10/07/15 -- Horizon Pharma plc (NASDAQ: HZNP) ("Horizon Pharma"), a biopharmaceutical company focused on improving patients' lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs, today commented on Proxy Mosaic's ("Proxy Mosaic") recommendation in support of Horizon Pharma's efforts to call two related special meetings of Depomed shareholders to remove and replace all of the current Depomed, Inc. ("Depomed") directors and to repeal a series of recent amendments to Depomed's bylaws.

Proxy Mosaic recommended that shareholders of Depomed PROVIDE CONSENT FOR Horizon Pharma's solicitation for the calling of the special meetings by submitting their WHITE and BLUE proxy cards to Horizon Pharma's proxy solicitor, MacKenzie Partners, Inc. Proxy Mosaic is the third proxy advisory service to make that recommendation. Horizon Pharma previously announced that Glass Lewis & Co. and Institutional Shareholder Services had recommended that Depomed shareholders should provide such consent.

In its published report, Proxy Mosaic concluded that:

"...the [Depomed] board's 'scorched earth' approach to corporate governance over the past few months suggests that the [Depomed] board's intention is to delay and obstruct this deal to the fullest extent possible. Despite fairly clear indications from its shareholders that the [Depomed] board should consider this deal, the [Depomed] board has taken steps to limit their voice with respect to this transaction."
"...the Depomed directors have demonstrated a fairly wanton disregard for shareholder franchise."
"By employing what seem like unreasonable tactics to not only dismiss the proposed merger, but prevent shareholders from even opining on the deal, seems obstructionist at best."
As expected, Proxy Mosaic did not at this juncture take a position on how shareholders should vote on Horizon's proposals to remove the current Depomed directors, to elect Horizon Pharma nominees to replace them upon removal and to repeal a series of recent amendments to Depomed's bylaws at the special meetings, if called.

Horizon Pharma's solicitation statement for calling the two related special meetings and the letter to Depomed shareholders from Horizon Pharma describing the reasons Depomed shareholders should support the solicitation to call the special meetings, along with the documents related to Horizon Pharma's exchange offer for all of the outstanding shares of Depomed common stock, are viewable at: www.HorizonAndDepomed.com, a website that Horizon Pharma launched to provide details and other relevant information regarding its proposals for the special meetings and its proposed acquisition of Depomed via the exchange offer.

* Permission to use quotations from Proxy Mosaic in this release was neither sought nor obtained.
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Source: press release, 10/07/15. http://ir.horizon-pharma.com/releasedetail.cfm?ReleaseID=935495

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Depomed Issues Statement on ISS Report
Sets the Record Straight Regarding Horizon's Continued Use of False and Misleading Statements
NEWARK, Calif., Sept. 28, 2015 /PRNewswire/ -- Depomed, Inc. (NASDAQ: DEPO) ("Depomed" or the "Company") today issued the following statement regarding a report by Institutional Shareholder Services' ("ISS") on Horizon Pharma plc's (NASDAQ: HZNP) ("Horizon") solicitation to call two special meetings of Depomed's shareholders (the "Special Meetings").

The ISS recommendation relates only to calling the Special Meetings, and ISS has not made any recommendation regarding Horizon's proposal concerning directors or its exchange offer. In its report ISS states, "…ISS explicitly reserves judgment on the advisability of Horizon's offer until shareholders have the benefit of additional information about the Nucynta relaunch, and are presented with the opportunity to vote on that question directly."1

The ISS recommendation does not change the fact that we believe Horizon's offer does not reflect the value inherent in Depomed's business nor Depomed's compelling prospects for long-term growth and value creation, and therefore is not in the best interests of shareholders. ISS also notes the decline in value of Horizon's offer in its report, "There is also the consideration that Horizon's all-share offer has declined by about a third in market value since the offer was made public, and no longer represents a premium to the undisturbed price (or, for that matter, Depomed's current trading price)." 1

As announced on September 14, 2015, Depomed's Board of Directors, after careful consideration and in consultation with its financial and legal advisors, unanimously determined to recommend that Depomed shareholders reject Horizon's unsolicited exchange offer.

Additionally, Depomed today issued the following statement in response to Horizon's continued use of false and misleading statements:

We strongly believe Depomed shareholders are being misled by Horizon and are entitled to know the facts. First, based on Friday's closing price of Horizon stock, Horizon's all-stock exchange offer has a current value of only $21.64 per Depomed share, nowhere near the $33.00 a share that Horizon continues to disingenuously tout in its communications to Depomed shareholders. Second, Horizon has misleadingly announced false deadlines to submit proxies. To be clear, Depomed's Board of Directors has set record dates for October 29 and November 13, 2015 and there is no deadline approaching for Depomed shareholders to submit proxy cards to call a special meeting. Moreover, there is absolutely no requirement for Depomed shareholders to take any action until after the October 29 and November 13, 2015 record dates.

Morgan Stanley & Co. LLC and Leerink Partners LLC are serving as financial advisors to Depomed and Baker Botts L.L.P. and Gibson, Dunn & Crutcher LLP are serving as legal counsel.
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Source: press release, 9/28/15. http://investor.depomedinc.com/phoenix.zhtml?c=97276&p=irol-newsArticle&...

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Institutional Shareholder Services (ISS) Recommends Depomed Shareholders Provide Consent FOR the Two Special Meeting Requests

ISS Notes That Depomed's Recently Adopted Poison Pill and Unilateral Bylaw Amendments "Materially Impact Shareholder Rights and Potentially Restrict Shareholders' Ability to Voice Their Opinions Regarding Future Acquisition Offers"; Proposals to Be Considered at the Special Meetings Would Include Removal and Replacement of Entire Depomed Board of Directors and Repeal of Depomed's Recently Adopted Bylaw Amendments

DUBLIN, IRELAND -- (Marketwired) -- 09/28/15 -- Horizon Pharma plc (NASDAQ: HZNP) ("Horizon Pharma"), a biopharmaceutical company focused on improving patients' lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs, today commented on Institutional Shareholder Services' ("ISS") recommendation in support of Horizon Pharma's efforts to call two related special meetings of Depomed shareholders to remove and replace all of the current Depomed, Inc. ("Depomed") directors and to repeal a series of recent amendments to Depomed's bylaws.

In a published report, ISS unequivocally recommended that shareholders of Depomed PROVIDE CONSENT FOR Horizon Pharma's solicitation for the calling of the special meetings, by submitting their WHITE and BLUE proxy cards to Horizon Pharma's proxy solicitor, MacKenzie Partners, Inc. In reaching its recommendation, ISS spoke with representatives of Horizon Pharma and Depomed and thoroughly analyzed both companies' respective filings and other publicly available materials.

ISS concluded that:

"Given that the poison pill and unilateral bylaw amendments adopted by the Depomed board materially impact shareholder rights, shareholders should provide consent FOR the special meetings."

"The new bylaws adopted by the board do not appear to strike an appropriate balance between the board's need for more time to evaluate hostile bids and shareholders' ability to voice their views on strategic and governance decisions."

In particular, ISS highlighted Depomed's "unilateral" bylaw amendments, questionable assertions and motives, noting that:

"...Depomed's special meeting timeframe appears overly protracted and clearly not optimal for shareholders seeking to exercise their legitimate right to call a special meeting."

"...[T]he Depomed board availed itself of almost every possible day allowable under the new bylaws beg[ging] the question of whether such a lengthy delay is necessary -- or whether shareholders could, in fact, make the right decision for themselves. This would appear to be especially true if, as the company asserts, its shareholders have shown little interest in the Horizon offer, making any additional delay irrelevant."

"Prior to the amendments, the company's bylaws mirrored California corporate law..." and when ISS asked Depomed to provide specific examples of companies that have similar special meeting provisions, Depomed pointed to Cisco, when in fact "Cisco's bylaws are silent in regard to exactly when the record date must be set," whereas "Depomed's bylaws explicitly provide the board two additional months to do so."

"Five to six months appears far too long for shareholders to have to wait to opine on potential transactions, much less to express discontent with or attempt to remediate unilateral actions by the board that may adversely impact shareholder rights."

"The board's decision to deny Horizon the ability to amend its original solicitation... potentially forced the company to bear the unnecessary costs of holding two special meetings a mere two weeks apart."

"We are pleased that, despite Depomed's repeated efforts to stifle shareholders' ability to consider and vote on our proposals, ISS has affirmed that Depomed shareholders deserve the opportunity to have their voices heard and support the calling of the two related special meetings," said Timothy P. Walbert, chairman, president and chief executive officer of Horizon Pharma plc. "With the strong support of ISS and other like-minded parties, we look forward to calling the special meetings so that the true owners of Depomed are empowered to protect their best interests at a time when the current Depomed directors and management have obviously lost sight of their fiduciary roles."

As expected, ISS did not at this juncture take a position on how shareholders should vote at the special meetings.

As previously noted in an open letter to Depomed shareholders, filed by Horizon Pharma on September 25, 2015 with the Securities and Exchange Commission, Horizon Pharma has established September 30, 2015 as an informal target date for Depomed shareholders to submit proxy cards and/or voting instruction forms for the calling of special meetings to remove and replace the current Depomed board and amend the Depomed bylaws. September 30, 2015 is an informal target date as Depomed shareholders will be able to submit proxies/voting instruction forms and/or revoke proxies/voting instruction forms until Horizon Pharma submits special meeting requests to Depomed and exercises the proxies it receives to do so.

Horizon Pharma's solicitation statement for calling the two related special meetings and the letter to Depomed shareholders from Horizon Pharma describing the reasons Depomed shareholders should support the solicitation to call the special meetings, along with the documents related to Horizon Pharma's exchange offer for all of the outstanding shares of Depomed common stock, are viewable at: www.HorizonAndDepomed.com, a website that Horizon Pharma launched to provide details and other relevant information regarding its proposals for the special meetings and its proposed acquisition of Depomed via the exchange offer.

* Permission to use quotations from ISS in this release was neither sought nor obtained.
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Source: press release, 9/28/15. http://ir.horizon-pharma.com/releasedetail.cfm?ReleaseID=933317

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Depomed's Board of Directors Rejects Horizon Pharma plc's Unsolicited Exchange Offer

Board Urges Shareholders Not to Exchange Shares as Offer Significantly Undervalues Depomed and Does Not Reflect the Value Depomed Would Contribute to Combined Company

Depomed Files 14D-9 with SEC and Sends Letter to Shareholders Providing Basis for Board's Unanimous Decision
NEWARK, Calif., Sept. 14, 2015 /PRNewswire/ -- Depomed, Inc. (NASDAQ: DEPO) ("Depomed" or the "Company") today announced that its Board of Directors, after careful consideration and in consultation with its financial and legal advisors, has unanimously determined to recommend that shareholders reject Horizon Pharma plc's (NASDAQ: HZNP) ("Horizon") unsolicited exchange offer to acquire all of the outstanding shares of Depomed at an exchange ratio of 0.95 of an ordinary Horizon share for each share of Depomed (the "Offer").

"Our Board of Directors unanimously concluded that Horizon's unsolicited exchange offer significantly undervalues Depomed, is inadequate and is not in the best interests of Depomed and its shareholders," said Jim Schoeneck, President and CEO of Depomed and Peter D. Staple, Depomed's Chairman of the Board. "We remain very confident in the growth prospects of NUCYNTA and our strong portfolio of products for pain and neurology related disorders. We continue to believe that Horizon's exchange offer is opportunistic and would transfer the future value of Depomed to Horizon at a price we believe does not represent the value of Depomed's assets, business and prospects."

In reaching its recommendation that shareholders reject Horizon's exchange offer, the Depomed Board of Directors ("Depomed Board") considered numerous factors in consultation with Depomed's management and advisors. These factors and the basis for the Board's decision are described in detail in Depomed's Schedule 14D-9, which has been filed with the Securities and Exchange Commission ("SEC"), and published on the Company's website at www.depomed.com.

In addition, Depomed is sending the following letter to its shareholders, which highlights some of the many factors the Depomed Board considered in the review of the Offer:

September 14, 2015

YOUR DEPOMED BOARD RECOMMENDS THAT YOU REJECT
HORIZON PHARMA'S INADEQUATE OFFER

Dear Depomed Shareholder,

As you may know, on September 8, 2015, Horizon Pharma commenced an unsolicited exchange offer to acquire your shares of Depomed in exchange for Horizon shares. To facilitate its all-stock offer, Horizon has also initiated a premature solicitation campaign that aims to ultimately remove your entire Board and appoint in its place nominees hand-picked by Horizon.

After a thorough review of Horizon's offer, your Board of Directors, in consultation with its financial and legal advisors, has unanimously determined that the offer significantly undervalues Depomed, is inadequate and is not in the best interests of Depomed and its shareholders.

Your Board Unanimously Recommends You NOT Tender Your Shares Into the Exchange Offer or Sign Any Proxy Cards Sent by Horizon.

Your Board's Solicitation / Recommendation Statement on Schedule 14D-9 details the reasons that formed the basis of your Board's recommendation regarding the exchange offer. We urge you to carefully review them, and the rest of the Schedule 14D-9.

WE STRONGLY BELIEVE THE HORIZON OFFER IS AN OPPORTUNISTIC EFFORT TO ACQUIRE YOUR DEPOMED SHARES AT AN INADEQUATE PRICE

The exchange offer recently commenced by Horizon is nothing but the latest step taken in a campaign by Horizon to buy your Depomed shares at the cheapest price possible. During this campaign, Horizon has repeatedly demonstrated its willingness to put its interest as a buyer ahead of those of Depomed and its shareholders. For example:

We believe Horizon disingenuously mischaracterizes the value of its offer: Based on the value of Horizon's shares on the last trading day prior to the commencement of its exchange offer on September 8, its fixed exchange ratio offer had a value of $27.93. However, Horizon is telling you that its offer has a value of $33.00 per share. It is clear to us, and should be to you, that such actions tell you everything you need to know about Horizon's objectives in this process, and the extent to which Horizon will go to put its own interests ahead of yours.
In our view Horizon opportunistically timed its unsolicited takeover proposal: In April, Depomed publicly announced that we would re-launch our recently acquired NUCYNTA® franchise in June 2015. In fact, in June Depomed trained and deployed 275 sales specialists to sell NUCYNTA on behalf of the Company and resumed significant marketing and medical support for the brand. We believe that Horizon timed its acquisition proposal to preempt our expected positive impact on NUCYNTA prescription demand and revenue.
In addition, since the public announcement of Horizon's unsolicited proposal on July 7, 2015, among other things:

Depomed announced record second quarter earnings results that exceeded analysts' expectations, increased its cash and cash equivalents by $55 million over the first quarter of 2015, and raised its financial guidance for 2015.
NUCYNTA ER prescriptions reached their highest level in almost three years for the week ended September 4, 2015.
NUCYNTA ER prescription growth has accelerated, growing by 15.5% year-over-year on a four-week rolling basis for the period ended September 4, 2015 compared to 3.6% on the same basis immediately prior to Depomed's re-launch of NUCYNTA ER in June 2015 (the week ended June 5, 2015).
Analysts increased their projected annual revenue growth rate from the midpoint of 2015 guidance through 2018 for Depomed to 26% as of September 11, 2015, which is significantly higher than Horizon's projected annual revenue growth rate of 17% from the midpoint of 2015 guidance through 2018 as of the same date.[1]
We received confirmation that all of Depomed's products will be covered by one or more of the major prescription benefit managers ("PBMs") in the U.S. through 2016.
We do not believe the Offer appropriately reflects Depomed's contribution to the pro forma enterprise: Based on research analysts' current median estimates, Depomed's revenue contributions in 2016, 2017, and 2018 would imply ownership of 32%, 33%, and 34%, respectively, of the combined company on a pro forma basis, not giving effect to any significant price increases that we believe Horizon would implement, consistent with its historical practice, across Depomed's products.[2], [3], [4], [5], [6]
However, based on Horizon's exchange offer, Depomed shareholders would own approximately 28.2% of the combined company, without taking into account the potential dilution resulting from the vesting of the additional 9,322,000 performance stock units granted by Horizon to its management in the second quarter of 2015.[7]

We believe that Horizon is improperly using Depomed's highly confidential information: Depomed has filed a complaint against Horizon in the Superior Court of the State of California for the County of Santa Clara alleging Horizon's acquisition proposal is predicated on Horizon's improper use of our highly confidential and proprietary information related to the NUCYNTA franchise that Horizon acquired in connection with its failed attempt to acquire the products. We believe Horizon's access to this information provides Horizon with unique insight into the value of the NUCYNTA franchise, including the strength of the patents covering the products as well as the commercial prospects for the NUCYNTA franchise. We believe that based on this information, Horizon quickly moved to attempt to acquire Depomed before we had the opportunity to (1) re-launch the franchise and (2) announce our record financial results for the second quarter of 2015, our first quarter distributing NUCYNTA and NUCYNTA ER.
WE BELIEVE DEPOMED WILL CONTINUE TO DELIVER TREMENDOUS VALUE TO SHAREHOLDERS

We strongly believe that Depomed has a bright and sustainable future as an independent company. In fact, since January 1, 2012, Depomed's share price has increased approximately 428%, as of September 11, 2015. This compares to increases of 56% and 243%, respectively, in the S&P 500 and Nasdaq Biotechnology Index for the same period. We believe our stock price performance is the result of the successful execution of our strategy.

The following are only some of the other important milestones your Board and management team have achieved in their continuous effort to deliver value to you, our shareholders:

We believe our financial performance is strong:
At the midpoint of Depomed's updated 2015 guidance, Depomed's product sales will achieve a compounded annual growth rate of 129% since 2012.
We reported $94.3 million net product sales in the second quarter of 2015, which is an all-time high, an increase of 234% compared to the second quarter of 2014 and 198% compared to the first quarter of 2015.
Cash and marketable securities increased by $55 million in the second quarter of 2015 from the prior quarter.
We strongly believe we have successfully executed our acquisition and commercialization strategy: Most recently, in April 2015, we acquired the U.S. rights to the NUCYNTA franchise, which we believe has the potential to exceed $1 billion in annual net sales.[8] Net sales of NUCYNTA for the second quarter of 2015, our first quarter selling the products, were $56.7 million. NUCYNTA and NUCYNTA ER are the only products approved by the Food and Drug Administration (the "FDA") that contain tapentadol, the only new chemical entity approved in the Schedule II opioid drug class in the last 30 years. As another example, since launching our proprietary Gralise® product in the fourth quarter of 2011, we have grown quarterly net sales of Gralise to $20.9 million, an increase of approximately 38% compared to the second quarter of 2014. Gralise is the only FDA-approved once-daily formulation of gabapentin.
We financed our commercial expansion and acquisitions with minimal equity dilution to our shareholders: We last sold shares of Common Stock in a $20.9 million equity financing completed in April 2007. Since then, we have earned more than $500 million in payments in connection with our license and development transactions and intellectual property litigation, including $240.5 million from the sale of our interests in royalty and milestone payments under our license agreements in the Type 2 diabetes therapeutic area to PDL BioPharma, Inc.
We expect to execute further accretive transactions: We continue to actively pursue additional acquisitions, targeting products with lengthy exclusivity and future peak sales.
The NUCYNTA franchise is, in our view, a transformational value driver for Depomed that will significantly increase Depomed's EBITDA and cash flow in 2015 and beyond: The NUCYNTA franchise, our flagship products in the multi-billion dollar pain market, was officially re-launched by Depomed in mid-June 2015. Depomed's commercialization strategy for the NUCYNTA franchise is focused on (i) significantly increased promotion and marketing efforts, (ii) revamped product positioning and messaging, (iii) optimized pricing and access, and (iv) educating physicians on proper dosing and titration of the products.
We believe Depomed's success defending and enforcing its intellectual property and product exclusivity rights is among the best in our industry and positions us to continue to deliver long-term value to shareholders: We expect lengthy periods of market exclusivity for our products.[9] For example, the active pharmaceutical ingredient in NUCYNTA and NUCYNTA ER is tapentadol, a new chemical entity. The latest to expire of the Orange Book listed patents covering the products expire in June 2025 and September 2028 for NUCYNTA and NUCYNTA ER, respectively. We expect to receive an additional six-month pediatric extension of patent exclusivity for both NUCYNTA and NUCYNTA ER.
IN OUR VIEW THE URGENCY OF HORIZON'S ACTIONS IS DRIVEN BY CONCERNS WITH THE SUSTAINABILITY OF ITS BUSINESS MODEL

We believe that Horizon's urgency in launching its exchange offer evidences Horizon's concerns with the sustainability of its own risky business model and uncertain long-term growth prospects, which in turn contrasts significantly with what we believe to be a significantly more durable, sustainable business that Depomed has and is continuing to build.

We believe the frequency and magnitude of Horizon's price increases are unsustainable: Horizon has implemented dramatically high price increases across most of its product portfolio, including increases of over 1,500% for Rayos® and nearly 1,200% for Vimovo® since those products were acquired or launched in 2012 and 2013, respectively. We do not believe these pricing strategies are conducive to building a stable and sustainable company that will create and deliver long-term value for its shareholders.
Many of Horizon's drugs have recently been removed from the largest PBMs: Due to Horizon's dramatic price increases and what, in our view, is a lack of meaningful product differentiation, many of Horizon's drugs have recently been removed from the largest PBM drug formularies and remain on the exclusion lists of the two largest PBMs through 2016.
We believe that as Horizon continues to increase the prices of its products well beyond the prices of competitive products, the trend of Horizon products being excluded from drug formularies may accelerate, posing further risks to Horizon's business and long-term prospects.

In our view Horizon's Prescriptions Made Easy ("PME") drug discount program has caused significant deterioration to Horizon's realized net sales as a percentage of gross sales ("gross to net"): Horizon's drug formulary exclusions have resulted in millions of patients not having access to Horizon products through their health insurance plans. Through Horizon's PME drug discount program, Horizon covers up to 100% of the cost of its products that are not covered by such plans. Although Horizon believes that the continued expansion of its PME program will allow it to mitigate the impact of the drug formulary exclusions, we believe that Horizon's reliance on PME discounts to generate growth in prescription volumes has caused significant deterioration in Horizon's gross to net for many of its products. For example, the net sales as a percent of gross sales for each of Rayos and Pennsaid® 2% dropped from 60% to 45% and 36% to 27%, respectively, from the first quarter of 2015 to the second quarter of 2015.
We believe Horizon faces significant risks with respect to its intellectual property: We believe that Horizon faces significant intellectual property risks with respect to its portfolio, including multiple Abbreviated New Drug Application ("ANDA") lawsuits and IPRs. By way of example, Horizon has filed a Notice of Opposition against a third party's European Patent (EP 2611457) covering compositions and methods for treating Friedrich's Ataxia with interferon gamma (e.g., Actimmune®). We note there is a corresponding US Patent application filed by such third party pending (US 20130156734 A1, titled "Compositions and Methods for Treating Friedreich's Ataxia with Interferon Gamma").
We believe Horizon's business model leads to significant volatility in the price of Horizon stock: In our view the risks of Horizon's business model create significant volatility in the price of Horizon stock. By way of example, during the three-month period ended September 11, 2015, Horizon's closing stock price has ranged between $27.37 and $38.45.
Based on the factors noted above, the Depomed Board believes Horizon has an urgent need to mitigate the significant business risks noted above.

***

In contrast to Horizon's business issues, we strongly believe in Depomed's continued strong performance and its ability to create shareholder value in the near- and long-term.

We urge you to NOT Tender into the Horizon Exchange Offer or Sign any white or blue proxy card from Horizon. Please sign and return Depomed's GREEN AND GOLD proxy revocation cards when you receive them.

Your Board of Directors and management team will continue to act in the best interests of Depomed and its shareholders. If you have questions please contact Depomed's information agent and proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 800-5186.

Thank you for your continued support.

Sincerely,

/s/
/s/
James A. Schoeneck
Peter D. Staple
Chief Executive Officer
Chairman
Morgan Stanley & Co. LLC and Leerink Partners LLC are serving as financial advisors to Depomed and Baker Botts L.L.P. and Gibson, Dunn & Crutcher LLP are serving as legal counsel.
More
Source: press release, 9/14/15. http://investor.depomedinc.com/phoenix.zhtml?c=97276&p=irol-newsArticle&...

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Horizon Pharma plc Has Commenced Solicitation of Depomed, Inc. Shareholders for Calling of Special Meetings

Proposals to Be Considered Include Removal and Replacement of Entire Depomed Board of Directors and Repeal of Depomed, Inc.'s Recently Adopted Bylaw Amendments

DUBLIN, IRELAND -- (Marketwired) -- 09/10/15 -- Horizon Pharma plc (NASDAQ: HZNP) ("Horizon Pharma"), a biopharmaceutical company focused on improving patients' lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs, announced that it has commenced mailing solicitation materials to Depomed, Inc. ("Depomed") shareholders, including a definitive solicitation statement previously filed with the U.S. Securities and Exchange Commission (the "SEC") on September 8, 2015 and a special letter, in connection with Horizon Pharma's efforts to call two related special meetings of Depomed shareholders.

As previously announced, on September 8, 2015, Horizon Pharma has also separately commenced an exchange offer to acquire all issued and outstanding shares of Depomed common stock. Under the terms of the exchange offer, each holder of Depomed common stock will have the right to receive 0.95 Horizon Pharma ordinary shares for each of their Depomed shares, which exchange ratio was based on a $33.00 per share offer price for Depomed stock and 15-day volume weighted average price of Horizon Pharma ordinary shares as of August 12th, 2015 of $34.74. The exchange offer, however, is conditioned on, among other things, the withdrawal or invalidation of Depomed's poison pill noted below.

A copy of Horizon Pharma's solicitation statement and special letter, as well as the documents related to the exchange offer, are viewable at: www.HorizonAndDepomed.com, a website that Horizon Pharma launched to provide details and other relevant information regarding its proposals for the special meetings.

The special letter outlines, among other things, the compelling reasons why Horizon Pharma believes a strategic combination of Horizon Pharma and Depomed would be in the best interests of Depomed shareholders. The accompanying solicitation statement, which includes WHITE and BLUE proxy cards, provides a means for Depomed shareholders to simultaneously join Horizon Pharma in calling two related special meetings to consider and vote on Horizon Pharma's proposals to remove and replace all of the current Depomed directors and to repeal a series of recent amendments to Depomed's bylaws.

The WHITE proxy card will authorize Horizon Pharma to request the calling of a special meeting on Depomed shareholders' behalf to remove the current Depomed directors and to effect the bylaw repeal.

The BLUE proxy card will authorize Horizon Pharma to request the calling of a special meeting on Depomed shareholders' behalf to replace the current Depomed directors, if removed, with a slate of Horizon Pharma's nominees.
If a Depomed shareholder does not wish to join Horizon Pharma in calling for the special meetings, no action on the shareholder's part is required with respect to the proxy cards.

"We urge all Depomed shareholders to support the proxy solicitation by submitting their WHITE and BLUE proxy cards and, ultimately, to take part in the special meetings," said Timothy P. Walbert, chairman, president and chief executive officer of Horizon Pharma plc. "We believe that Depomed shareholders need to send a message to their board for failing to meaningfully engage with us regarding our many attempts at entering into friendly dialogue regarding a combination of our two companies."

Under Depomed's charter and bylaws, shareholders owning 10 percent or more of Depomed's common stock have the right to call a special meeting. Horizon Pharma, which currently owns approximately 3.73 percent of Depomed's common shares, intends to solicit other shareholders to meet and exceed that threshold.

Once the special meetings are called, Horizon Pharma would provide proxy materials for voting on such proposals at the special meetings and then solicit revocable proxies for votes on its proposals. At the special meetings, Depomed shareholders would be permitted to vote in favor of all, some or none of Horizon Pharma's proposals. Neither the calling of special meetings nor the approval by Depomed shareholders of any of the proposals at the special meetings would ensure that Depomed pursues or consummates the proposals that Horizon Pharma has made or any other business combination with Horizon Pharma.

Depomed has unilaterally rejected each of Horizon Pharma's acquisition offers and declined to engage in meaningful dialogue. Since Horizon Pharma made public its offer to acquire Depomed in an all-stock transaction on July 7, 2015, Depomed's board of directors has:

Amended Depomed's bylaws to hinder and delay the calling of a special meeting of shareholders; and,
Put in place a so-called "poison pill" that limits the rights of shareholders to maximize the value of their investment.
"Depomed's continued refusal to engage with us in meaningful dialogue, even as we present a proposal that featured a 60-percent premium to Depomed's unaffected stock price as of July 6, 2015 and an approximately 32 percent ownership stake in the combined company, leaves us in a position whereby it is important for us to call for these Special Meetings to elect a new independent Depomed board and remove obstacles to shareholder action," Walbert continued. "That said, we have always been and continue to be willing to sit down with Depomed's current board and/or their advisors to begin discussions that could lead to a consensual transaction and avoid this unnecessary process."
More
Source: press release, 9/10/15. http://ir.horizon-pharma.com/releasedetail.cfm?ReleaseID=931009

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Depomed Issues Statement on Horizon Pharma plc's Unsolicited Exchange Offer

Advises Shareholders to Take No Action at This Time

NEWARK, Calif., Sept. 8, 2015 /PRNewswire/ -- Depomed, Inc. (NASDAQ: DEPO) ("Depomed" or the "Company") today confirmed that Horizon Pharma plc (NASDAQ: HZNP) ("Horizon") has announced that it has commenced an unsolicited exchange offer to acquire all of the outstanding shares of Depomed. Under the terms of the offer, Horizon is offering an exchange ratio of 0.95 of Horizon shares for each share of Depomed, remaining unchanged from its prior unsolicited proposal.

The Company noted that on August 19, the Depomed Board unanimously rejected Horizon's revised proposal that provided for an exchange ratio of 0.95 of Horizon shares for each share of Depomed. The Board strongly believed that the revised proposal significantly undervalued Depomed, and did not reflect the value Depomed would contribute to the combined company or the value of the synergies from the transaction.

Depomed's Board of Directors, in consultation with its financial and legal advisors, will carefully review and evaluate Horizon's exchange offer. Following completion of this review and evaluation, Depomed will advise shareholders of the Board's position regarding the exchange offer by making available to shareholders, and filing with the Securities and Exchange Commission, a solicitation/recommendation statement on Schedule 14D-9. Applicable securities laws prevent Depomed from making any further comments on Horizon's exchange offer or its terms until after this filing is made on Schedule 14D-9 which will be no later than 10 business days from today. Until that time, Depomed shareholders are advised to take no action.

Morgan Stanley & Co. LLC and Leerink Partners LLC are serving as financial advisors to Depomed and Baker Botts L.L.P. and Gibson, Dunn & Crutcher LLP are serving as legal counsel.
More
Source: press release, 9/08/15. http://investor.depomedinc.com/phoenix.zhtml?c=97276&p=irol-newsArticle&...
Note: The Horizon press release is the next entry, below.

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Horizon Pharma plc Commences Exchange Offer to Acquire All Depomed, Inc. Common Shares

DUBLIN, IRELAND -- (Marketwired) -- 09/08/15 -- Horizon Pharma plc (NASDAQ: HZNP) ("Horizon Pharma"), a biopharmaceutical company focused on improving patients' lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs, today commenced an exchange offer for all of the outstanding shares of common stock of Depomed, Inc. ("Depomed"). Under the terms of the offer, tendering Depomed shareholders would be able to exchange each share of Depomed common stock for 0.95 Horizon Pharma ordinary shares. The offer is scheduled to expire at 5 p.m., Eastern Time, on November 6, 2015, but may be extended by Horizon Pharma. If the exchange offer is completed, Horizon Pharma would expect to complete a second-step merger as soon as practicable thereafter in order to acquire the remaining Depomed shares.

In addition to the exchange offer, Horizon Pharma also filed today a definitive solicitation statement with the SEC that will be delivered to Depomed shareholders. The solicitation statement seeks the support of Depomed shareholders to call two related special meetings to consider and vote on proposals to remove and replace the current Depomed board of directors and to amend the Depomed bylaws to facilitate shareholder action.

Additional Exchange Offer Details

60 percent premium to Depomed's unaffected closing share price of $20.64 on July 6, 2015, the final trading day prior to Horizon Pharma's first public proposal to acquire Depomed.1
54 percent premium to Depomed's 30-day VWAP of $21.41 on July 6, 2015.1
Depomed shareholders would have a pro forma ownership of approximately 32 percent of the combined company based on Horizon Pharma's estimates and assumptions.

The exchange offer is being made on the terms and subject to the conditions set forth in the offer to exchange, dated September 8, 2015, included in the preliminary prospectus/offer to exchange filed with the Securities and Exchange Commission today. The conditions include the redemption or removal of certain poison pill rights that the Depomed board has the unilateral ability to remove, the tender of a majority of the total number of outstanding Depomed shares on a fully diluted basis and expiration or termination of the waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other applicable antitrust laws and regulations. The exchange offer is also conditioned on the vote by Horizon Pharma shareholders to approve the issuance of Horizon Pharma ordinary shares in the acquisition, and Horizon Pharma plans to file a preliminary proxy statement with respect to a special meeting of Horizon Pharma shareholders promptly.

Potential Benefits to Horizon Pharma and Depomed Shareholders of Combined Company

Sizeable revenue, cost and tax synergies resulting in significant and immediate adjusted earnings-per-share accretion for both Horizon Pharma and Depomed shareholders.
Enhanced scale and financial flexibility, including:
pro forma 2015 estimated net sales of approximately $1 billion and adjusted EBITDA of approximately $375 million;2 and
enhanced access to the capital markets and considerably lower borrowing costs.
A more diverse portfolio of medicines with longer patent lives and pipeline growth opportunities.
A substantial reduction in key risks related to Depomed's business on a stand-alone basis.

"The exchange offer further demonstrates our resolute commitment to a transaction with Depomed," said Timothy P. Walbert, chairman, president and chief executive officer, Horizon Pharma plc. "The exchange offer provides a direct mechanism for shareholders to support the consummation of what we believe to be a highly compelling combination that would deliver both short and long-term benefits to our respective shareholders. We again call on Depomed's board and management to act in the best interests of Depomed shareholders and to meaningfully engage with us towards a consensual transaction."

The offering documents, including a preliminary prospectus/offer to exchange and a related letter of transmittal, describing the exchange offer and the process for Depomed shareholders to tender their shares of Depomed common stock into the exchange offer, will be delivered to Depomed shareholders. Investors and security holders may obtain free copies of the preliminary prospectus/offer to exchange, Schedule TO and other documents (if and when available) filed with the SEC by Horizon Pharma through the web site maintained by the SEC at http://www.sec.gov. Shareholder questions regarding the exchange offer or requests for offering documents should be directed to Horizon Pharma's Information Agent for the exchange offer, MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016; shareholders, banks and brokerage firms please call toll-free at 1-800-322-2885.
More
Source: press release, 9/08/15. http://ir.horizon-pharma.com/releasedetail.cfm?ReleaseID=930426

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Depomed's Board of Directors Unanimously Rejects Revised Proposal from Horizon Pharma plc
Horizon's Proposal Has Current Value Below $30 Per Share, Which Is Less Than Prior Proposal
NEWARK, Calif., Aug. 19, 2015 /PRNewswire/ -- Depomed, Inc. (NASDAQ: DEPO) ("Depomed" or the "Company") today announced that its Board of Directors, after careful consideration and with the assistance of its financial and legal advisors, has unanimously rejected Horizon Pharma plc's (NASDAQ:HZNP) ("Horizon") revised proposal.

On August 13, 2015, Horizon revised its previous proposal and set an exchange ratio of 0.95 of Horizon shares for each share of Depomed, and offered to include up to 25% in cash subject to a reduction in the total consideration per share. Depomed notes that the all-stock proposal has a current value below $30 per share,[1] which is less than the $33 per share proposal Horizon previously made, and represents ownership in the combined company of less than 29%, which we believe is well below what Depomed would contribute to the combined company.[2]

Depomed today sent the following letter to Timothy P. Walbert, Chairman, President and Chief Executive Officer of Horizon:

August 19, 2015

Timothy P. Walbert
Chairman of the Board, President and Chief Executive Officer
Horizon Pharma plc
Connaught House, 1st Floor, 1 Burlington Road
Dublin 4, Ireland

Dear Tim,

The Depomed Board of Directors has unanimously rejected the most recent proposal by Horizon Pharma, plc ("Horizon"), that provided for an exchange ratio of 0.95 of Horizon shares for each share of Depomed, and offered to include up to 25% in cash subject to a reduction in the total consideration per share (the "Revised Proposal").

The Board strongly believes that the Revised Proposal significantly undervalues Depomed, and does not reflect the value Depomed would contribute to the combined company or the value of the synergies from the transaction. Specifically, the Revised Proposal has a current value below your prior proposal, and an all-stock transaction would result in the Depomed shareholders owning under 29% of the combined company (even without taking into account the potential dilution resulting from the vesting of the additional nine million performance stock units granted in the second quarter).

We have consistently communicated to you that in the absence of a compelling proposal, we believe it is not in the best interests of Depomed to engage with Horizon. In addition, we believe many of your public and private assertions are completely inaccurate. However, it is counterproductive to have a back and forth when it would not change the fact that you have not made what we think is a compelling offer. Our Board firmly believes that executing Depomed's strategic plan will deliver substantially more value to Depomed shareholders than Horizon's Revised Proposal.

Best regards,

Jim

Morgan Stanley & Co. LLC and Leerink Partners LLC are serving as financial advisors to Depomed and Baker Botts L.L.P. and Gibson, Dunn & Crutcher LLP are serving as legal counsel.
More
Source: press release, 8/19/15. http://investor.depomedinc.com/phoenix.zhtml?c=97276&p=irol-newsArticle&...

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Depomed Comments on Horizon Pharma plc Letter

Horizon's Proposal Has Current Value Below $31 per Share, Which Is Less Than Prior Proposal

NEWARK, Calif., Aug. 13, 2015 /PRNewswire/ -- Depomed, Inc. (NASDAQ: DEPO) ("Depomed" or the "Company") commented on the letter sent today by Horizon Pharma plc (NASDAQ: HZNP) ("Horizon"), in which Horizon has set an exchange ratio of 0.95 of Horizon shares for each share of Depomed, and offered to include up to 25% in cash. Depomed notes that the proposal has a current value below $31 per share,1 which is less than the $33 per share proposal Horizon previously made, and represents ownership in the combined company of less than 29%, which is well below what Depomed would contribute to the combined company.

Consistent with its fiduciary duties, Depomed's Board of Directors, in consultation with its financial and legal advisors, will carefully review and evaluate the revised proposal to determine the course of action that it believes is in the best interests of the Company and its shareholders. Depomed shareholders are advised to take no action at this time pending the review of the revised proposal by the Company's Board of Directors.

In its August 7, 2015, letter and press release, the Company noted its belief that Depomed shareholders are entitled to an ownership interest that is commensurate with what Depomed would contribute to the combined company as well as a share of the synergies. Depomed's investor presentation also filed on August 7, 2015 includes an equity contribution analysis which shows Depomed's equity contribution to the combined company; for example, based on revenues in 2016 and 2017, Depomed's equity contribution would be 33% and 35%, respectively.2

On July 29, 2015, the Depomed Board unanimously rejected Horizon's previous unsolicited proposal to acquire all outstanding common shares of Depomed at a price of $33 per share. On July 7, 2015, the Depomed Board noted that it had previously unanimously rejected Horizon's unsolicited proposal to acquire all of the outstanding shares of Depomed in an all-stock transaction valued at $29.25 per share. Depomed also noted its belief that Horizon's July 7 proposal was identical in all material respects to the Horizon proposal received by Depomed on May 27, 2015 and reiterated on June 12, 2015. In each case, the Depomed Board, after careful consideration and in consultation with its financial and legal advisors, unanimously determined that in their opinion the prior proposals substantially undervalued Depomed's business and did not reflect the inherent value of Depomed in light of its standalone prospects, and were not in the best interests of Depomed or its shareholders.3

Morgan Stanley & Co. LLC and Leerink Partners LLC are serving as financial advisors to Depomed and Baker Botts L.L.P. and Gibson, Dunn & Crutcher LLP are serving as legal counsel.
More
Source: press release, 8/13/15. http://investor.depomedinc.com/phoenix.zhtml?c=97276&p=irol-newsArticle&...

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Horizon Pharma plc Sends Letter to Depomed, Inc Board of Directors

Horizon Pharma Stands by Its Proposal to Acquire All the Outstanding Shares of Depomed for $33.00 a Share in Horizon Pharma Stock, Assuming Parties Can Come to a Negotiated Agreement Quickly
Horizon Pharma Will Fix The Exchange Ratio Based on the 15-Day Volume Weighted Average Price of Horizon Pharma's Stock as of August 12th, $34.74 per Share, Which Results in an Exchange Ratio of .95 Horizon Pharma Shares for Every Depomed Share
Horizon Would Alternatively Offer Depomed Shareholders a Combination of Cash and Stock at $32.50 per Share to Partially Offset Incremental Costs Associated With Including Cash as a Component of the Consideration

DUBLIN, IRELAND -- (Marketwired) -- 08/13/15 -- Horizon Pharma plc (NASDAQ: HZNP) ("Horizon Pharma"), a biopharmaceutical company focused on improving patients' lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs, today sent the following letter to the Board of Directors of Depomed, Inc. ("Depomed").

August 13, 2015

Board of Directors
Depomed, Inc.
7999 Gateway Blvd., Suite 300
Newark, CA 94560

Dear Madam and Sirs:

We and many of your largest shareholders continue to be disappointed by Depomed's unwillingness to sit down with us, sign a confidentiality agreement, and engage in good faith discussions that would lead to a successful combination of our two companies. The vast majority of shareholders we speak to believe Horizon Pharma and Depomed together would comprise a powerful new enterprise. Your shareholders would benefit significantly from the combination of our two companies in two ways: first, from the initial 60% premium we have offered and, second, from being an owner in the new company which, together, we believe would offer greater upside potential as a leading global biopharmaceutical company.

Since we made our initial acquisition proposal of $29.25 a share on May 27th, we have acted in good faith and attempted to engage in consensual negotiations. Depomed's initial private rejection on June 25th of our $29.25 offer was followed by your advisor's suggestion that Depomed would engage with us if we increased our offer by $3.00 a share from $29.25 to $32.25. In an act of good faith and reliance on that guidance, we privately moved our offer to $32.25. Not only did Depomed renege and not engage, on July 12th, you adopted a poison pill and a series of amendments to Depomed's bylaws, the effect of which was to disenfranchise your shareholders and delay by several months your shareholders' ability to call a special meeting and take action on your failure to engage with us. On July 21st, we then publicly communicated our private price increase and even increased our offer from $32.25 to $33.00 a share to once again try to engage in consensual negotiations. Yet again, you publicly rejected our revised proposal of $33.00 that same day.

In an attempt to exhaust every possibility of engaging in consensual negotiations, we again sought to engage privately with Jim Schoeneck to enter negotiations. When Jim and I spoke on Thursday, July 30th, we did indeed offer to discuss value and possibly include cash as a component of our offer in an amount up to 25% and Jim stated it was "helpful" and he would potentially come back to us with a counter proposal after discussing our proposal with a few people. Importantly, I communicated to Jim that our willingness to discuss value and possibly include cash in our offer was conditioned upon Depomed entering into consensual negotiations. The next day, Depomed's advisors simply told us "they have no feedback" and we needed to bid higher, focusing not on value but on some notion of pro forma revenue contribution. This reversal is further evidence of the board's apparent unwillingness to deal with Horizon Pharma in good faith.

Therefore, we want to make clear to you that:

We stand by our proposal to acquire all the outstanding shares of Depomed for $33.00 a share in Horizon Pharma stock, assuming we can come to a negotiated agreement quickly.
We will fix the exchange ratio based on the 15-day volume weighted average price of Horizon Pharma's stock as of August 12th, which is $34.74 per share, and results in an exchange ratio of .95 Horizon Pharma shares for every Depomed share.
As we indicated to Jim Schoeneck in private discussions on Thursday, July 30th, we would be willing to make our proposal a cash-stock mix with up to 25% of the consideration in cash at the election of Depomed's shareholders. To that end, we have begun to discuss with your shareholders their preference for a proposal with this consideration option. As we do so, we are also highlighting to your shareholders that there are obvious costs to us and to them associated with including cash as a component of consideration. These costs include:
Breakage costs of approximately $38 million associated with Depomed's current convertible bonds that are triggered upon cash consideration exceeding 10%.
Financing commitment costs associated with a cash offer equal to greater than $2 million per month.
While we stand by our $33.00 per share all-stock offer, if Depomed's shareholders prefer, we would alternatively be prepared to offer a combination of cash and stock at $32.50 per share to partially offset the above incremental costs associated with including cash as a component of the consideration.
Additionally, we believe Depomed's shareholders understand that the period of time one can extract value from patented pharmaceutical products is finite. Depomed's medicines are no different. Based on our analysis, every three months of delay to the consummation of a transaction between our companies reduces the value of Depomed's assets to us by approximately $50 million. Further, Depomed is not investing in internal research capable of discovering new clinical candidates and is therefore dependent upon acquiring additional medicines to build future value. However, it appears to investors and us that Depomed's ability to borrow additional funds to affect potential acquisitions is substantially limited by its current levels of debt. As a result, your entrenchment tactics to date, if used to lengthen the time required to consummate a transaction, could actually cost Depomed's shareholders considerable value.

We urge you to act now by sitting down with us to negotiate a mutually beneficial transaction that would serve the best interests of both Depomed's and Horizon Pharma's shareholders. We remain confident Depomed's shareholders will support such efforts.

Best regards,

Timothy P. Walbert
Chairman, President and Chief Executive Officer
More
Source: press release, 8/13/15. http://ir.horizon-pharma.com/releasedetail.cfm?ReleaseID=927559

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Depomed Sends Letter to Horizon Pharma
Highlights Horizon's Failure to Make Compelling Proposal Despite Horizon's Stated Willingness to Increase Price and Include Cash Component
Depomed Files Investor Presentation
NEWARK, Calif., Aug. 7, 2015 /PRNewswire/ -- Depomed, Inc. (NASDAQ: DEPO) ("Depomed" or the "Company") today announced that it has sent the following letter to Horizon Pharma plc (NASDAQ: HZNP) ("Horizon"):

August 7, 2015

Timothy P. Walbert
Chairman of the Board, President and Chief Executive Officer
Horizon Pharma plc
Connaught House, 1st Floor, 1 Burlington Road
Dublin 4, Ireland

Dear Tim,

In our conversation late last week, you stated that Horizon was prepared to increase its proposal and to include a cash component of up to 25%. This was confirmed in an email late Friday night from one of your Board members to our Board Chairman. Yet you still have not made a new proposal. Instead, you have insisted that we need to first make a counter-offer. It does not make any sense to engage with Horizon unless you make a sufficiently compelling and detailed proposal.

As we have previously told you, in order to be compelling, a proposal must reflect what Depomed would contribute to the combined company, as well as the value of synergies from the transaction. Surely your bankers and internal staff have this information as confirmed by the reference from one of your bankers last week.

You continue to be wrongly focused on a "premium to unaffected price", when you know that our so-called "unaffected price" did not take account of our recent strong results, the additional insights we provided about NUCYNTA and the confirmation this week that all Depomed products remain covered by the major PBMs. What matters is the intrinsic value of Depomed and the contribution Depomed would make to the combined company. The inclusion of 25% cash does not change this from being mostly a stock-for-stock transaction.

We are making available an investor presentation today which shows the continued period of accelerated growth we have experienced and Depomed’s promising outlook. It also includes an equity contribution analysis which shows Depomed's equity contribution to the combined company-- for example, based on revenues in 2016 and 2017, Depomed's equity contribution would be 33% and 35%, respectively. The Depomed shareholders are entitled to an ownership interest that is commensurate with what Depomed would contribute to the combined company as well as a share of the synergies.

Your willingness to increase your proposal is an obvious recognition that the vast majority of our shareholders do not support what you have proposed. Our Board takes its fiduciary duties seriously and will always be open to any compelling proposal that creates value for its shareholders, but we are prepared and committed to take actions that we deem appropriate to protect our shareholders’ interests, even if it involves protracted litigation and a proxy fight.

Best regards, Jim

Depomed also made available an investor presentation under the webcast and presentation section of the company’s investor relations page at investor.depomedinc.com.

Morgan Stanley & Co. LLC and Leerink Partners LLC are serving as financial advisors to Depomed and Baker Botts L.L.P. and Gibson, Dunn & Crutcher LLP are serving as legal counsel.
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Source: press release, 8/07/15. http://investor.depomedinc.com/phoenix.zhtml?c=97276&p=irol-newsArticle&...

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Depomed Comments on Horizon Pharma Announcement

Depomed to File Complaint Today against Horizon Seeking Injunction to Prevent Horizon from Unlawfully Exploiting Depomed's Highly Confidential Trade Secret Data

NEWARK, Calif., Aug. 3, 2015 /PRNewswire/ -- Depomed, Inc. (NASDAQ: DEPO) ("Depomed" or the "Company") today commented on Horizon Pharma plc's (NASDAQ: HZNP) ("Horizon") announcement that it intends to request that Depomed's Board of Directors ("Depomed Board") set a record date to determine the shareholders eligible to request a special meeting.

The Depomed Board will review the request when it is received. Provided that such request is received today and contains the information required under Depomed's bylaws, the Depomed Board will, no later than August 31, 2015, fix a record date to determine shareholders entitled to request a special meeting, as contemplated by the bylaws. Under the bylaws, the record date to determine shareholders entitled to call a special meeting shall be not more than 60 days after the date on which the Depomed Board takes action to fix the record date. The bylaws provide that any request to call a special meeting must, among other things, be signed by the holders of shares entitled to cast not less than 10% of the votes at such meeting and must be received by Depomed within 30 days after the specified record date.

Regarding Horizon's lawsuit, Depomed issued the following statement:

The actions taken by Depomed's Board of Directors represent a reasonable and customary exercise of the Board's fiduciary duties and are intended to protect the ability for all Depomed shareholders to realize the long-term value of their investment in the Company.

Depomed also announced today it will file a complaint today against Horizon in the Superior Court of the State of California for the County of Santa Clara. As more fully described in the complaint, among other things, Horizon's unsolicited bid to acquire the Company is predicated on the improper and unlawful use of highly confidential and proprietary information related to NUCYNTA, Depomed's leading product. Depomed seeks through its complaint an injunction to prevent Horizon from continuing its improper and unlawful use of Depomed's highly confidential and trade secret data, and to prevent Horizon from continuing to make and failing to correct its false and misleading statements in connection with its attempt to acquire Depomed, among other relief.

On July 29, 2015, the Depomed Board unanimously rejected Horizon's previous purported revised, highly conditional, unsolicited proposal to acquire all outstanding common share of Depomed at a price of $33.00 per share. The Depomed Board concluded that such prior proposal was inadequate and not in the best interests of Depomed and its shareholders, as it substantially undervalued Depomed's business and did not reflect the inherent value of Depomed in light of its standalone prospects.

Jim Schoeneck, President and CEO of Depomed commented, "The Company believes that the actions announced today by Horizon are nothing but another baseless effort to advance Horizon's inadequate proposal that the Depomed board has already determined undervalues the company and is not in the best interests of shareholders. At this time shareholders do not need to take any action."

Depomed is in the midst of a significant transformation and on track to become one of the top-five largest companies in the U.S. pain market based on revenues. Growth in the second quarter 2015 was led by Depomed's flagship product NUCYNTA®, which had a strong performance in the first quarter of the Company distributing the product. NUCYNTA is expected to continue to significantly increase Depomed's product revenue, cash flow, EBITDA and adjusted earnings per share through the mid-2020s. In addition, Depomed's broad pain product portfolio, strong intellectual property position and lengthy market exclusivity for products positions the company perfectly for long-term, sustainable growth. Depomed is focused on delivering significant shareholder value both now and into the future.

Morgan Stanley & Co. LLC and Leerink Partners LLC are serving as financial advisors to Depomed and Baker Botts L.L.P. and Gibson, Dunn & Crutcher LLP are serving as legal counsel.
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Source: press release, 8/03/15. http://investor.depomedinc.com/phoenix.zhtml?c=97276&p=irol-newsArticle&...

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Depomed's Board of Directors Unanimously Rejects Purported Revised, Highly Conditional, Unsolicited Proposal from Horizon Pharma plc
Board Concludes that Proposal is Inadequate, Undervalues Depomed in Light of the Company's Standalone Prospects and is Not in the Best Interest of Shareholders
Purported Increase Does Not Reflect Any Increase in the Amount of Stock that Depomed Shareholders Would Receive

NEWARK, Calif., July 29, 2015 /PRNewswire/ -- Depomed, Inc. (NASDAQ: DEPO) ("Depomed" or the "Company") today announced that its Board of Directors, after careful consideration and with the assistance of its independent financial and legal advisors, has unanimously rejected the purported revised, highly conditional, unsolicited and non-binding proposal from Horizon Pharma plc (NASDAQ: HZNP) ("Horizon") to acquire all of the outstanding shares of Depomed in an all-stock transaction (the "July 21 Proposal").

The Depomed Board concluded that the July 21 Proposal is inadequate and not in the best interests of Depomed and its shareholders. The Depomed Board believes that the July 21 Proposal substantially undervalues Depomed's business and does not reflect the inherent value of Depomed in light of its standalone prospects. The Board strongly believes that an independent Depomed will create significant and sustainable value for its shareholders both in the short and long-term, through the focused execution of the Company's business plan and strategic vision.

The Depomed Board also notes that the purported increase in the July 21 Proposal does not reflect any increase in the amount of Horizon stock that the Depomed shareholders would receive, nor any increase in the pro-forma ownership for the Depomed shareholders, in each case as compared to Horizon's prior proposal first communicated in May. The purported "increase" in Horizon's July 21 Proposal is the result of the trading price of Horizon's stock having increased since it made its initial proposal.

"Horizon's purported revised, unsolicited proposal does not reflect the value inherent in Depomed's business, nor does it reflect Depomed's compelling prospects for long-term growth and value creation," commented Peter D. Staple, Depomed's Chairman of the Board. "Our Board continues to believe that the timing of Horizon's proposal is opportunistic as the combination would transfer the future value of Depomed to Horizon at a price we believe does not represent the value of our assets, business and prospects."

Jim Schoeneck, President and CEO of Depomed added, "As demonstrated by the Company's record sales and cash flow during the second quarter, Depomed continues to drive tremendous value for shareholders and has significant growth opportunities that extend well into the next decade. It is evident that Depomed is in a period of accelerated growth and our results clearly demonstrate that we are on the right track to becoming one of the top five pharmaceutical pain companies in the United States by 2016, based on branded revenue. We are confident that executing our strategic plan is the best path forward and one that will deliver more value to Depomed shareholders than Horizon's inadequate proposal."

The following is the text of the letter that was sent on July 29, 2015, to Horizon's Chairman, President and Chief Executive Officer, Timothy Walbert:

July 29, 2015

Timothy P. Walbert
Chairman of the Board, President and Chief Executive Officer
Horizon Pharma plc
Connaught House, 1ST Floor, 1 Burlington Road
Dublin 4, Ireland

Dear Tim:

The Board of Directors of Depomed, Inc. received your letter dated July 21, 2015 communicating a purported revised, highly conditional, unsolicited proposal that Horizon Pharma plc acquire all of the outstanding shares of Depomed in an all-stock transaction (the "July 21 Proposal").

As a threshold matter, I note that Horizon's July 21 Proposal does not reflect any increase in the amount of Horizon stock that the Depomed shareholders would receive, nor any increase in the pro-forma ownership for the Depomed shareholders, in each case as compared to your prior proposal first communicated in May. The purported "increase" in your July 21 Proposal is the result of the trading price of Horizon's stock having increased since it made its initial proposal. Therefore, the characterization of your Revised July 21 Proposal as a "price increase" in your public statements last week is disingenuous, in our view.

In fact, we believe your decision not to include an exchange ratio for your initial proposal or purported revised proposal, and your decision to pre-announce earnings the day before the July 21 Proposal, misled the market about the substance of your proposal.

After careful consideration, including a thorough review of the terms and conditions of the July 21 Proposal with Depomed's financial and outside legal advisors, and consistent with its fiduciary duties under applicable law, the Depomed Board, by unanimous vote, has determined that the July 21 Proposal is inadequate and not in the best interests of Depomed and its shareholders. The Depomed Board believes that the July 21 Proposal substantially undervalues Depomed's business and does not reflect the inherent value of Depomed in light of its standalone prospects.

In reaching its determination to reject the July 21 Proposal, the Depomed Board considered numerous factors in consultation with Depomed's management and Depomed's financial and legal advisors, including, but not limited to, the following:

1. The July 21 Proposal is inadequate and we believe substantially undervalues Depomed's current financial performance and future growth prospects.

Depomed has an established track record of delivering shareholder value through the successful execution of its acquisition and commercialization strategy. The Depomed Board believes that Depomed is in a period of significant growth given the highly successful execution of its acquisition and commercialization strategy.

The Company's financial and share price performance over the last three years speaks to the soundness of Depomed's strategy and its ability to create value for its shareholders. At the midpoint of Depomed's updated 2015 guidance, the Company's product sales will have achieved at a compounded annual growth rate since 2012 of 129%. Since the beginning of 2013, Depomed's share price has increased approximately 431%, as of July 28, 2015.
Depomed has created significant value through strong commercial execution of its product portfolio.
We believe that NUCYNTA has blockbuster potential – an even bigger opportunity than we originally anticipated – and we've just relaunched NUCYNTA with our new product positioning and expanded commercial efforts that we initiated in mid-June.
Gralise has continued its strong growth trajectory, with year over year growth of 38% in the second quarter.
Depomed has demonstrated the ability to grow products post acquisition, having increased product net sales for Cambia and Lazanda of over 45% and 375%, respectively, since their acquisition.
Depomed expects its promising outlook to create significant near-term and long-term value for shareholders. The Depomed Board is confident in Depomed's potential to create shareholder value on the basis of many factors, including its products' strong intellectual property protection and its ability to complete accretive and strategic acquisitions, such as NUCYNTA, to further expand and diversify its business.

2. Depomed's second quarter 2015 business and financial performance reflect a continued period of accelerated growth.

Depomed has rapidly become a leading company in the pain and neurology marketplace. The Company has achieved significant net product revenue growth that positions us to continue to deliver substantial value to our shareholders in both the immediate and long term. Growth in the second quarter was led by our flagship product NUCYNTA, which had a strong performance in the first quarter of the Company distributing the product. Second quarter highlights include:

Record quarterly net product sales for the second quarter of 2015 were $94.3 million, an increase of 234% compared to $28.2 million for second quarter of 2014 and an increase of 198% compared to $31.7 million for first quarter of 2015;
Second quarter 2015 cash increase of $55 million.
Depomed is highly confident in its ability to continue to increase shareholder value by successfully executing its strategy for the NUCYNTA franchise and its other differentiated products. In April 2015, Depomed acquired the U.S. rights to the NUCYNTA franchise in a transformational transaction for the Company.

The NUCYNTA franchise is a flagship product for Depomed in the multi-billion dollar pain market and Depomed recorded full second quarter NUCYNTA net sales of $56.7 million.
The product franchise was officially re-launched in mid-June with an expanded sales force of 275 plus full marketing and medical support.
The Depomed Board believes that the NUCYNTA franchise will significantly increase the Company's product revenue, earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted earnings per share, and cash flow in 2015 and beyond.
This, together with Depomed's other significant growth opportunities that extend well into the next decade, makes the timing of the July 21 Proposal disadvantageous to Depomed's shareholders.

3.We believe the July 21 Proposal does not appropriately reflect Depomed's contribution to the pro forma enterprise.

The proposal outlined in your letter dated July 7 suggests that Depomed shareholders would own only approximately 25% of the combined company. However, Depomed's preliminary analysis shows that the Company's contribution across various metrics such as revenue, EBITDA and unlevered free cash flow would be much greater.

4. The July 21 Proposal fails to appropriately compensate Depomed's shareholders for the significant synergies that Horizon claims would be created by a business combination between Horizon and Depomed.

As noted in Horizon's July 7 press release, Horizon believes that a combination of the companies could yield significant synergies. As stated above, the July 21 Proposal does not appropriately reflect Depomed's contribution to the pro forma enterprise on a stand-alone basis, let alone its contribution after the realization of potential operating synergies and tax savings.

With regards to operating synergies, even if Horizon were to retain Depomed's salesforce, there exist meaningful cost synergies in both the general and administrative infrastructure of Depomed.
Horizon will also accrue meaningful tax savings as part of this transaction. A reduction in Depomed's effective tax rate would substantially increase Depomed's contribution to Horizon.
5. We believe the July 21 Proposal is opportunistic and takes advantage of a temporary decrease in Depomed's stock price.

The timing of Horizon's unsolicited proposal allows Horizon to offer inadequate consideration while claiming that it is offering a significant premium. The July 21 Proposal is an insignificant premium over $28.16, the 52-week high of Depomed common stock on April 27, 2015, only one month prior to Horizon's initial offer to acquire Depomed. Equally important, as explained above, the Depomed Board believes that Depomed is in a period of significant growth and is highly confident in Depomed's ability to deliver shareholder value by successfully executing its strategy for the NUCYNTA franchise and its other differentiated products.

6. We believe that Horizon's stock and business model present significant risks and uncertainties for Depomed shareholders.

We believe there are risks to Horizon's business model that are not reflected in its stock price.

The Depomed Board believes that Horizon's urgency in buying Depomed evidences its concerns with its own long-term growth prospects. Horizon's business model focuses on serial acquisitions and price increases. Thus, the Depomed Board believes that Horizon needs to complete the Depomed transaction or another significant transaction to sustain its business model. In contrast, Depomed's continued strong performance and long-term projections suggest that the urgency of Horizon's unsolicited proposal benefits Horizon, not Depomed's shareholders.

Conclusion

For the reasons stated above, among others, the Depomed Board unanimously rejects your July 21 Proposal. The Board strongly believes that an independent Depomed will create significant and sustainable value for its shareholders both in the short and long-term, through the focused execution of our business plan and strategic vision.

On behalf of the Board of Directors

/s/ Jim Schoeneck

Jim Schoeneck

President and Chief Executive Officer

Morgan Stanley & Co. LLC and Leerink Partners LLC are serving as financial advisors to Depomed and Baker Botts L.L.P. and Gibson, Dunn & Crutcher LLP are serving as legal counsel.
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Source: press release, 7/29/15. http://investor.depomedinc.com/phoenix.zhtml?c=97276&p=irol-newsArticle&...

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Depomed Confirms Receipt of Purported Revised, Highly Conditional, Unsolicited Proposal from Horizon Pharma plc

Purported Increase Does Not Reflect Any Increase in the Amount of Stock that Depomed Shareholders Would Receive

NEWARK, Calif., July 21, 2015 /PRNewswire/ -- Depomed, Inc. (NASDAQ: DEPO) ("Depomed" or the "Company") today confirmed that it has received a purported revised, highly conditional, unsolicited; and non-binding proposal from Horizon Pharma plc (NASDAQ: HZNP) ("Horizon") to acquire all of the outstanding shares of Depomed in an all-stock transaction currently valued at $33.00 per share (the "Revised Proposal").

Consistent with its fiduciary duties, Depomed's Board of Directors, in consultation with its independent financial and legal advisors, will carefully review and evaluate the Revised Proposal to determine the course of action that it believes is in the best interests of the Company and its shareholders. Depomed shareholders are advised to take no action at this time pending the review of the Revised Proposal by the Company's Board of Directors.

On May 27, 2015, Horizon made an unsolicited proposal to acquire all outstanding common shares of Depomed in an all-stock transaction then valued at $29.25 per share. Following careful consideration with the assistance of its independent financial and legal advisors, the Depomed Board unanimously rejected the prior proposal. The Depomed Board concluded that the prior proposal was opportunistic, did not reflect the inherent value of Depomed in light of the Company's standalone prospects, including the realization of the expected benefits from its transformational acquisition of the NUCYNTA® franchise, and was highly conditional and not in the best interests of the Company and its shareholders.

Depomed noted that today's purported increase does not reflect any increase in the amount of Horizon stock that the Depomed shareholders would receive, nor any increase in the pro-forma ownership for the Depomed shareholders, and is the result of the trading value of Horizon's stock having increased since it made its initial offer.

Depomed is in the midst of a significant transformation and on track to become one of the top-five largest companies in the U.S. pain market based on revenues. The Company recently re-launched its flagship product, NUCYNTA®, which is expected to significantly increase Depomed's product revenue, cash flow, EBITDA and adjusted earnings per share beginning in 2015 and continuing through the mid-2020s. Depomed's broad pain product portfolio, strong intellectual property position and lengthy market exclusivity for products positions the company perfectly for long-term, sustainable growth. Depomed is focused on delivering significant shareholder value both now and into the future.

Morgan Stanley & Co. LLC and Leerink Partners LLC are serving as financial advisors to Depomed and Baker Botts L.L.P. and Gibson, Dunn & Crutcher LLP are serving as legal counsel.
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Source: press release, 7/21/15. http://investor.depomedinc.com/phoenix.zhtml?c=97276&p=irol-newsArticle&...

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Depomed Confirms Receipt of Unsolicited Proposal from Horizon Pharma plc

Board Previously Reviewed and Rejected Identical Highly Conditional, Unsolicited Proposal

NEWARK, Calif., July 7, 2015 /PRNewswire/ -- Depomed, Inc. (NASDAQ: DEPO) ("Depomed" or the "Company") today confirmed that it has received an unsolicited, highly conditional, non-binding proposal from Horizon Pharma plc (NASDAQ: HZNP) ("Horizon") to acquire all of the outstanding shares of Depomed in an all-stock transaction valued at $29.25 per share (the "Proposal").

Depomed noted that Horizon's Proposal is identical in all material respects to the Horizon proposal received by Depomed on May 27, 2015 and reiterated on June 12, 2015 (the "Prior Proposal"). The Depomed Board, after careful consideration and in consultation with its financial and legal advisors, unanimously determined that it was not in the best interests of Depomed or its shareholders to pursue the Prior Proposal. The Board is confident that continuing to execute on its strategic plan is the best path forward for the Company and its shareholders at this time.

In making its determination with respect to the Prior Proposal, the Depomed Board considered a number of factors, including:

The Prior Proposal does not reflect the inherent value of Depomed in light of the Company's standalone prospects:
Depomed is in a period of significant growth given the highly successful execution of its acquisition and commercialization strategy which has delivered tremendous value to its shareholders, with Depomed's stock price recently reaching an all-time high of $28.16 on April 27, 2015. The Prior Proposal suggests an acquisition premium of only approximately 3.9% over such price.
Depomed is expected to benefit from the NUCYNTA® franchise, which significantly increases the Company's product revenue, cash flow, EBITDA and adjusted earnings per share in 2015 and beyond. This, together with Depomed's other significant growth opportunities that extend well into the next decade, makes the timing of the Proposal opportunistic as a combination would transfer the future value of Depomed to Horizon at a price the Company believes does not represent the true value of its assets, business and prospects.
Depomed's financial and share price performance over the last three years speaks to the soundness of the Company's strategy and its ability to create value for all Depomed stakeholders. In 2012, Depomed had product sales of approximately $27.5 million. In 2014, Depomed's product sales were $114.2 million and guidance for 2015 anticipates total product sales of $310-$335 million – and this includes only three quarters of NUCYNTA sales. At the midpoint of Depomed's 2015 estimate, the Company's revenues will have grown at a compound annual growth rate of 127%. Depomed's share price has increased approximately 330% over the same time period, as of the date of Depomed's response to Horizon on June 25, 2015.
The Prior Proposal further suggests that Depomed shareholders would own only approximately 27% of the combined company. However, Depomed's preliminary analysis shows that the Company's contribution across various metrics such as revenue, EBITDA and unlevered free cash flow would be much greater.
The Depomed Board unanimously believes that the interests of Depomed shareholders would be best served by benefiting from 100% of the upside inherent in Depomed.

The following is the text of the letter that was sent on June 25, 2015, to Horizon's Chairman, President and Chief Executive Officer, Timothy Walbert with respect to the Prior Proposal:

Dear Tim:

The Board of Directors ("Board") of Depomed, Inc. ("Depomed" or the "Company") received your letters dated May 27, 2015 and June 12, 2015 communicating an unsolicited proposal that Horizon Pharma plc ("Horizon") acquire all of the outstanding shares of Depomed in an all-stock transaction (the "Proposal").

The Board carefully reviewed the Proposal with the assistance of its financial advisors, Morgan Stanley & Co. LLC and Leerink Partners LLC, and its legal counsel, Baker Botts L.L.P. After deliberate and thorough consideration, it is the unanimous view of the Board that Horizon's unsolicited proposal does not reflect the inherent value of Depomed in light of the Company's standalone prospects, including the realization of the expected benefits from our transformational acquisition of the NUCYNTA franchise, and is not in the best interests of the Company and its shareholders.

Depomed's Ongoing Transformation

Over the last four years, Depomed has transformed into a leading specialty pharmaceutical company focused on pain and neurology. Unlike many of our peers in the industry, Depomed has built a portfolio of differentiated products with substantial, organic growth opportunities and lengthy patent exclusivity. Depomed has demonstrated commercial success, significantly growing prescription demand for our products. Further, Depomed has had unparalleled success in defending and enforcing its intellectual property rights, and in securing market exclusivity for its products that extend well into the next decade.

Since 2012, Depomed has acquired and re-launched Zipsor® (diclofenac potassium), indicated for mild to moderate pain, Lazanda® (fentanyl nasal spray CII), a nasally delivered formulation of fentanyl for the treatment of breakthrough cancer pain, and CAMBIA® (diclofenac potassium for oral solution), the only single agent in its therapeutic class approved in the U.S. for the treatment of acute migraine attacks in adults.

Building on this success, Depomed in April 2015 acquired the U.S. rights to the NUCYNTA® franchise – a transformational transaction for the Company. The NUCYNTA franchise includes NUCYNTA ER (tapentadol) extended release tablets indicated for the management of pain, including neuropathic pain associated with diabetic peripheral neuropathy (DPN), severe enough to require daily, around-the-clock, long-term opioid treatment, NUCYNTA (tapentadol), an immediate release version of tapentadol, for management of moderate to severe acute pain in adults, and NUCYNTA (tapentadol) oral solution, an approved oral form of tapentadol that has not been commercialized.

Depomed re-launched NUCYNTA ER and NUCYNTA last week with an expanded, highly experienced pharmaceutical sales force and a focused marketing message that highlights the unique, differentiated aspects of the product. The NUCYNTA franchise is a flagship product for Depomed in the multi-billion dollar pain market. The Board is highly confident in the Company's ability to deliver shareholder value by successfully executing its strategy for the NUCYNTA franchise and its other differentiated products.

Depomed's financial and share price performance over the last three years speaks to the soundness of our strategy and our ability to create value for all Depomed stakeholders. In 2012, Depomed had product sales of approximately $27.5 million. In 2014, Depomed's product sales were $114.2 million and guidance for 2015 is for total product sales between $310-$335 million, and this includes only three quarters of NUCYNTA sales. At the midpoint of our 2015 estimate, our product sales will have grown at a compound annual growth rate of 127%. Depomed's share price has increased approximately 330% over the same time period.

In summary, Depomed's successful execution of its business plan has created a high-growth, pain-focused therapeutics company that is expected to become one of the top-five largest companies in the U.S. pain market based on revenues. Given our broad pain product portfolio, including the recent NUCYNTA acquisition, we are poised for long-term, sustainable growth and will continue to deliver significant value to our shareholders.

Horizon's Opportunistic Proposal Undervalues Depomed, and is Not in the Best Interest of Depomed Shareholders

Depomed's transformation has delivered tremendous value to its shareholders, with Depomed's stock price recently reaching an all-time high of $28.16 on April 27, 2015. The Board notes that the Proposal suggests an acquisition premium of approximately 3.9% over such price. Together with Depomed's significant growth opportunities that extend well into the next decade, our Board believes the indicated value of the Proposal of $29.25 substantially undervalues Depomed and its business.

As outlined above, Depomed is expected to benefit from the NUCYNTA franchise, which significantly increases the Company's product revenue, cash flow, EBITDA and adjusted earnings per share in 2015 and beyond. The timing of the Proposal is opportunistic as the combination would transfer the future value of Depomed to Horizon at a price we believe does not represent the true value of our assets, business and prospects.

The Proposal further suggests that Depomed shareholders would own only 27% of the combined company. However, Depomed's preliminary analysis shows that our contribution across various metrics such as revenue, EBITDA and unlevered free cash flow would be much greater. In addition, the organic growth rate for Depomed's current product portfolio appears to far exceed that of Horizon's current product portfolio in 2016 and beyond.

Conclusion

For the reasons stated above, the Board unanimously rejects the Proposal. Given the highly successful execution of Depomed's acquisition and commercialization strategy over the past several years, the Company is in a period of significant growth, and is well-positioned for future success. Depomed has a highly experienced management team, talented and dedicated employees, a differentiated portfolio of products, a strong intellectual property position and lengthy market exclusivities for all of its products. The Board strongly believes that an independent Depomed will create significant and sustainable, long-term value for its shareholders through the focused execution of our business plan and strategic vision.

Morgan Stanley & Co. LLC and Leerink Partners LLC are serving as financial advisors to Depomed and Baker Botts LLP is serving as legal counsel.
More
Source: press release, 7/07/15. http://investor.depomedinc.com/phoenix.zhtml?c=97276&p=irol-newsArticle&...

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Compound/DeviceSpecialtyIndicationCompound ClassTarget
Portfolio of compounds.N/AN/AN/AN/A

Mechanism of action: N/A

Phase of Development: N/A

Event Type: Corporate: Merger and Acquisition

Dates: 2015-11-01 - 2015-11-30

Results:

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Depomed Comments on Horizon Withdrawal of Offer to Acquire Company
Withdrawal Follows Court Ruling Enjoining Horizon's Exchange Offer and Proxy Solicitation
NEWARK, Calif., Nov. 19, 2015 /PRNewswire/ -- Depomed, Inc. (NASDAQ: DEPO) ("Depomed" or the "Company") today issued the following statement regarding Horizon Pharma plc's (NASDAQ: HZNP) ("Horizon") decision to withdraw its acquisition proposal. The withdrawal follows a ruling today by the Santa Clara County Superior Court enjoining Horizon Pharma's exchange offer and proxy solicitation based on Horizon's misuse of Depomed's confidential information:

Depomed's Board and management team are committed to enhancing long-term value and we look forward to continuing to execute on our strategy and delivering significant and sustainable returns for all our shareholders. For example, the NUCYNTA franchise is, in our view, a transformational value driver for Depomed that will significantly increase Depomed's EBITDA and cash flow in 2015 and beyond. Ultimately, we strongly believe we have successfully executed our acquisition and commercialization strategy, and Depomed has a bright future as an independent company.

We thank all of our shareholders for their input and support throughout this process. And importantly, we want to thank our employees for their relentless focus and dedication to the patients, families, physicians and other providers and payers we serve.

Morgan Stanley & Co. LLC and Leerink Partners LLC are serving as financial advisors to Depomed and Gibson, Dunn & Crutcher LLP and Baker Botts L.L.P. are serving as legal counsel.
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Source: press release, 11/19/15.http://investor.depomedinc.com/phoenix.zhtml?c=97276&p=irol-newsArticle&ID=2114301

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Horizon Pharma plc Withdraws Offer to Acquire Depomed, Inc.

DUBLIN, IRELAND -- (Marketwired) -- 11/19/15 -- Horizon Pharma plc (NASDAQ: HZNP) ("Horizon Pharma"), a biopharmaceutical company focused on improving patients' lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs, today announced that at a hearing held today, Judge Peter Kirwan of the Superior Court of California for the County of Santa Clara granted Depomed Inc.'s ("Depomed") motion for preliminary injunctive relief against Horizon Pharma's alleged use of information that Depomed claimed was confidential. In his ruling, Judge Kirwan did not grant the injunctive relief Horizon Pharma had sought regarding the legality of Depomed's poison pill and certain of the bylaw amendments announced by Depomed's board of directors on July 13, 2015.

"While we strongly disagree with the court's ruling, we are withdrawing our offer to acquire Depomed," said Timothy P. Walbert, chairman, president and chief executive officer, Horizon Pharma plc. "Today's ruling by the court does not affect our 2016 guidance or long-range plan or expectations. We have built a strong and diversified portfolio of medicines that we expect will exceed $750 million in net sales in 2015 and we expect will drive nearly $1 billion in net sales in 2016. As we look to the future, we are committed to our strategy of complementing our strong organic growth, which has the potential to double our net sales to approximately $2 billion by 2020, with value enhancing acquisitions. While we are disappointed by the court's ruling, Depomed was only one of many attractive acquisition opportunities we have been actively pursuing."
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Source: press release, 11/19/15. http://ir.horizon-pharma.com/releasedetail.cfm?ReleaseID=943767

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