UPDATED: Horizon puts forth new slate of directors as Depomed shuts down latest bid

Horizon CEO Timothy Walbert

Horizon ($HZNP) has criticized Depomed's ($DEPO) directors for refusing to come to the dealmaking table. But now, Horizon has some new directors in mind--and it thinks they'd see things differently.

The Dublin drugmaker is campaigning for shareholders to vote out 7 current board members in favor of Horizon's own slate. And while the candidates have varying backgrounds and degrees of biopharma experience, there's one thing they have in common, according to Horizon CEO Timothy Walbert: They would consider his company's buyout offer, which Depomed rejected for a third time Wednesday.

Depomed's latest dismissal came in response to a new proposal Horizon put forth last week. The new offer set an exchange ratio of 0.95 Horizon shares for each Depomed share, and included the potential for a cash component of up to 25%. But as Depomed CEO Jim Schoeneck wrote in a Wednesday letter to Walbert, the all-stock proposal's current value was below $30 per share--less than Horizon's previous bid of $33 per share.

"Our board firmly believes that executing Depomed's strategic plan will deliver substantially more value to Depomed shareholders than Horizon's revised proposal," he wrote. 

But if Horizon gets its way, the current Depomed directors won't have a say. On its proposed ballot are Robert Daines, co-director of the Rock Center for Corporate Governance at Stanford Law School; Elizabeth Greetham, a former member on the boards of multiple drugmakers, including Guilford Pharmaceuticals, Ligand Pharmaceuticals, King Pharmaceuticals and others; Jack Kaye, a former Deloitte audit partner and current chairman of Keryx Biopharmaceuticals' audit committee; and four others who range from device company execs to private equity advisers.

"Our nominees are independent and experienced executives, who bring valuable and distinct expertise," Walbert said.

Horizon pushed down the hostile takeover path early this month, announcing it had written to Depomed to get the ball rolling on requesting a special meeting and filing a lawsuit challenging the legality of Depomed's poison pill and some of its recent bylaw amendments.

But as California-based Depomed reminded shareholders late Wednesday, the record date to determine which shareholders can request a special meeting has not been set, and Depomed hasn't confirmed a date for the summit yet, either. The company will review Horizon's letter "in due course," it said in a statement.

- read Horizon's release
- read Depomed's release

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