Horizon Pharma plc Commences Process to Request a Special Meeting of Depomed, Inc. Shareholders

DUBLIN, IRELAND--(Marketwired - Aug 3, 2015) - Horizon Pharma plc (NASDAQHZNP), 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 submitted a written request to Depomed, Inc. ("Depomed") to set a record date to determine shareholders eligible to request a special shareholders meeting. Additionally, Horizon Pharma is filing a lawsuit today in the Superior Court of California for the County of Santa Clara, challenging the legality of Depomed's poison pill and certain of the bylaw amendments announced by Depomed's board of directors on July 13, 2015.

"We have repeatedly sought to engage in good faith with Depomed's management team and board towards a consensual agreement to combine our two companies," said Timothy P. Walbert, chairman, president and chief executive officer, Horizon Pharma plc. "However, as a result of the improper efforts of Depomed's management team and board to entrench themselves, we have taken definitive steps to empower Depomed's shareholders to act in their own best financial interests through a special shareholders meeting.

"In addition, we have asked the Superior Court of California to invalidate Depomed's recent adoption of a poison pill and certain bylaw amendments, as these tactics were a blatant affront to applicable law and Depomed's fiduciary duties," added Mr. Walbert.

Under Depomed's charter and bylaws, shareholders owning 10 percent or more of Depomed's common stock have the right to call a special shareholders meeting. Horizon Pharma, which currently owns approximately one percent of Depomed's common stock, intends to solicit other shareholders to meet and exceed that threshold. At the special shareholders meeting, Depomed shareholders will be asked to consider two principal proposals:

  • The removal of all current Depomed directors, contingent on a new slate of directors being elected; and

  • A series of amendments to the bylaws intended to reverse the changes made by the Depomed board that have the effect of disenfranchising shareholders and delaying or preventing the calling of a special shareholders meeting.

Horizon Pharma's lawsuit alleges that Depomed's recently adopted poison pill and bylaw amendments concerning the calling of special shareholder meetings, individually and collectively, violate the California Corporations Code and the fiduciary duties owed by the board to Depomed shareholders. The lawsuit seeks declaratory and injunctive relief to invalidate the poison pill and bylaw amendments and to prevent Depomed and its directors from entrenching themselves in office at the expense of Depomed shareholders, who, as a result of defendants' illegal actions, will be denied the right to consider Horizon Pharma's premium offer.

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

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