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21 Aug 2015

Depomed's Board of Directors unanimously rejects revised proposal from Horizon Pharma

Depomed has 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 revised proposal.


On 13 August 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, which is less than the $33 per share proposal Horizon previously made, and represents ownership in the combined company of less than 29%, which Depomed believes is well below what Depomed would contribute to the combined company.


In a letter to Timothy P. Wlbert, Horizon's President and CEO, Depomed said: "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."


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