Horizon Pharma plc Provides Update on Shareholders Meeting Related to the Proposed Acquisition of Depomed, Inc.

DUBLIN, IRELAND--(Marketwired - Nov 13, 2015) - Horizon Pharma plc (NASDAQ: HZNP) ("Horizon Pharma"), a biopharmaceutical company focused on improving patients' lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs, announced that its shareholders have approved four of the five proposals put before them today at the extraordinary general meeting of Horizon Pharma shareholders (the "Shareholder Meeting"). Further details on the voting results for each of the proposals put before the shareholders at the Shareholder Meeting can be found on the Current Report on Form 8-K that Horizon Pharma intends to file with the Securities and Exchange Commission later today.

"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 Timothy P. Walbert, chairman, president and chief executive officer of Horizon Pharma plc. "We and other like-minded shareholders believe that a combination with Depomed is financially, operationally and strategically compelling and look forward to continued engagement with Depomed shareholders as we work towards achieving this important merger."

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 5 p.m., Eastern Time, on November 30, 2015. The exchange offer was previously scheduled to expire 5 p.m., Eastern Time on November 20, 2015. The depository of the exchange offer has advised that, as of 9:00 a.m., Eastern Time on November 13, 2015, a total of approximately 10,404 shares of Depomed common stock were validly tendered and not properly withdrawn in the exchange offer.