Depomed Comments on Horizon Pharma Announcement

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.

About Depomed

Depomed is a specialty pharmaceutical company that commercializes products for pain and neurology related disorders. Our 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, and NUCYNTA® (tapentadol), an immediate release version of tapentadol, for management of moderate to severe acute pain in adults. Gralise® (gabapentin) is a once-daily treatment approved for the management of postherpetic neuralgia. CAMBIA® (diclofenac potassium for oral solution) is a non-steroidal anti-inflammatory drug indicated for acute treatment of migraine attacks with or without aura in adults (18 years of age or older). Zipsor® (diclofenac potassium) Liquid Filled Capsules is a non-steroidal anti-inflammatory drug indicated for relief of mild to moderate acute pain in adults. Lazanda® (fentanyl) Nasal Spray is an intranasal fentanyl drug used to manage breakthrough pain in adults (18 years of age or older) who are already routinely taking other opioid pain medicines around-the-clock for cancer pain. Gralise, Nucynta ER and various partner product candidates are formulated with Depomed's proven, proprietary Acuform® drug delivery technology. Additional information about Depomed may be found