Depomed Confirms Receipt of Purported Revised, Highly Conditional, Unsolicited Proposal from Horizon Pharma plc

Purported Increase Does Not Reflect Any Increase in the Amount of Stock that Depomed Shareholders Would Receive

Jul 21, 2015, 11:23 ET from Depomed, Inc.

NEWARK, Calif., July 21, 2015 /PRNewswire/ -- Depomed, Inc. (NASDAQ: DEPO) ("Depomed" or the "Company") today confirmed that it has received a purported revised, highly conditional, unsolicited; and non-binding proposal from Horizon Pharma plc (NASDAQ: HZNP) ("Horizon") to acquire all of the outstanding shares of Depomed in an all-stock transaction currently valued at $33.00 per share (the "Revised Proposal").   

Consistent with its fiduciary duties, Depomed's Board of Directors, in consultation with its independent financial and legal advisors, will carefully review and evaluate the Revised Proposal to determine the course of action that it believes is in the best interests of the Company and its shareholders.  Depomed shareholders are advised to take no action at this time pending the review of the Revised Proposal by the Company's Board of Directors.

On May 27, 2015, Horizon made an unsolicited proposal to acquire all outstanding common shares of Depomed in an all-stock transaction then valued at $29.25 per share.  Following careful consideration with the assistance of its independent financial and legal advisors, the Depomed Board unanimously rejected the prior proposal. The Depomed Board concluded that the prior proposal was opportunistic, did not reflect the inherent value of Depomed in light of the Company's standalone prospects, including the realization of the expected benefits from its transformational acquisition of the NUCYNTA® franchise, and was highly conditional and not in the best interests of the Company and its shareholders.

Depomed noted that today's purported increase does not reflect any increase in the amount of Horizon stock that the Depomed shareholders would receive, nor any increase in the pro-forma ownership for the Depomed shareholders, and is the result of the trading value of Horizon's stock having increased since it made its initial offer.

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. The Company recently re-launched its flagship product, NUCYNTA®, which is expected to significantly increase Depomed's product revenue, cash flow, EBITDA and adjusted earnings per share beginning in 2015 and continuing through the mid-2020s.  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 at www.depomed.com.

Forward-Looking Statements

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. The statements that are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties including, but not limited to, those related to Depomed's prospects as a standalone business, Depomed's business strategy, expectations regarding Depomed's future financial results, and other risks detailed in the company's Securities and Exchange Commission filings, including the company's Annual Report on Form 10-K for the year ended December 31, 2014 and its most recent Quarterly Report on Form 10-Q. The inclusion of forward-looking statements should not be regarded as a representation that any of the company's plans or objectives will be achieved. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

SOURCE Depomed, Inc.



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