Horizon Pharma plc Provides Update on Shareholders Meeting Related to the Proposed Acquisition of Depomed, Inc.
Horizon Pharma plc Provides Update on Shareholders Meeting Related to the Proposed Acquisition of Depomed, Inc.
"Today's overall favorable vote by our shareholders demonstrates the confidence they have in our team's ability to build value through the potential acquisition of Depomed," said
By obtaining the approval of its shareholders on key proposals, Horizon Pharma has satisfied another of the conditions to its outstanding exchange offer to acquire all of the outstanding shares of common stock of Depomed. However, the exchange offer remains conditioned on, among other things, the redemption or removal of certain poison pill rights that the Depomed board has the unilateral ability to remove and the tender of a majority of the total number of outstanding Depomed shares on a fully diluted basis.
Proposal four, which concerned powers under Irish law to issue beyond the previously-authorized 300 million shares for cash without first offering those shares to existing shareholders under pre-emptive rights and required 75 percent approval, received slightly less than the required "for" votes, but does not have any effect upon Horizon Pharma's current offer for Depomed.
In order to provide sufficient time to satisfy the remaining conditions to its exchange offer, Horizon Pharma today also announced that it has extended the expiration of its exchange offer to acquire all of the outstanding shares of common stock of Depomed to
About
Forward-Looking Statements
This press release contains forward-looking statements, including, but not limited to, statements related to Horizon Pharma's offer to exchange its ordinary shares for all issued and outstanding shares of Depomed's common stock and anticipated timing of related events, and other statements that are not historical facts.
These forward-looking statements are based on Horizon Pharma's current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks that the conditions to the exchange offer will not be satisfied, Horizon Pharma will ultimately not pursue a transaction with Depomed or Depomed will reject engaging in any transaction with Horizon Pharma; if the conditions of the exchange offer are satisfied and/or a transaction is negotiated between Horizon Pharma and Depomed, risks related to Horizon Pharma's ability to complete the acquisition on the proposed terms; the possibility that competing offers will be made; risks associated with business combination transactions,
such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not be realized; risks related to future opportunities and plans for the combined company, including uncertainty of the expected financial performance and results of the combined company following completion of the proposed acquisition; disruption from the proposed acquisition, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; and the possibility that if the combined company does not achieve the perceived benefits of the proposed acquisition as rapidly or to the extent anticipated by financial analysts or investors, the market price of Horizon Pharma's ordinary shares could decline, as well as other risks
related to the Horizon Pharma and Depomed businesses, including the ability to grow sales and revenues from existing products; competition, including potential generic competition; the ability to protect intellectual property and defend patents; regulatory obligations and oversight; and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in Horizon Pharma's and Depomed's respective filings and reports with the
Additional Information
This press release does not constitute an offer to buy or solicitation of any offer to sell or vote securities and is for informational purposes only. It relates to the offer commenced by Horizon Pharma to exchange each issued and outstanding share of Depomed common stock for 0.95 Horizon Pharma ordinary shares. The offer will be made only through the Tender Offer Statement on Schedule TO or the Prospectus/Offer to Exchange included in the Registration Statement on Form S-4 (File No. 333-206798) (including the Letter of Transmittal and related documents and as amended from time to time, the "Exchange Offer Documents") that Horizon Pharma has filed with the
Investors and security holders may obtain free copies of the Exchange Offer Documents, and any other related documents (when they are available) filed with the
Certain Information Regarding Participants
Horizon Pharma and its directors, executive officers and certain other employees may be deemed participants in the vote in favor of the proposals described in the definitive proxy statement for the Shareholder Meeting filed with the
Contacts:
Investors:
Executive Vice President, Strategy and Investor Relations
investor-relations@horizonpharma.com
Vice President, Investor Relations
investor-relations@horizonpharma.com
212-929-5748
dburch@mackenziepartners.com
212-929-5405
bmarese@mackenziepartners.com
U.S. Media:
Group Vice President, Corporate Communications
media@horizonpharma.com
daniel-yunger@kekst.com
Ireland Media:
Gordon MRM
ray@gordonmrm.ie
Source:
News Provided by Acquire Media