Depomed Rejects Horizon Pharma's Buyout Offer - Quick Facts

(RTTNews) - Depomed Inc. (DEPO) confirmed that it has received an unsolicited, highly conditional, non-binding proposal from Horizon Pharma plc (HZNP) to acquire all of the outstanding shares of Depomed in an all-stock transaction valued at $29.25 per share. Depomed Board determined that it was not in the best interests of Depomed or its shareholders to pursue Prior Proposal.

Depomed noted that Horizon's Proposal is identical in all material respects to the Horizon proposal received by Depomed on May 27, 2015 and reiterated on June 12, 2015.

Depomed noted that it is confident that continuing to execute on its strategic plan is the best path forward for the Company and its shareholders at this time.

Depomed said its transformation has delivered tremendous value to its shareholders, with Depomed's stock price recently reaching an all-time high of $28.16 on April 27, 2015. The Board notes that the Proposal suggests an acquisition premium of approximately 3.9% over such price. Together with Depomed's significant growth opportunities that extend well into the next decade, Depomed's Board believes the indicated value of the Proposal of $29.25 substantially undervalues Depomed and its business.

Depomed is expected to benefit from the NUCYNTA franchise, which significantly increases the Company's product revenue, cash flow, EBITDA and adjusted earnings per share in 2015 and beyond. The timing of the Proposal is opportunistic as the combination would transfer the future value of Depomed to Horizon at a price it believes does not represent the true value of its assets, business and prospects.

Depomed noted that yhe Proposal further suggests that Depomed shareholders would own only 27% of the combined company. However, Depomed's preliminary analysis shows that our contribution across various metrics such as revenue, EBITDA and unlevered free cash flow would be much greater.

For the reasons, the Board unanimously rejects the Proposal, Depomed said.