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pharmiweb.com today | 08 July 2015

Horizon Pharma plc Proposes to Acquire Depomed, Inc. for $29.25 per Share in an All-Stock Transaction, Representing a 42 Percent Premium to Depomed's Shareholders

Horizon Pharma plc (NASDAQ: HZNP), 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 a proposal to acquire all outstanding shares of Depomed, Inc. for a per share consideration of $29.25 in an all-stock, tax-free exchange valued at approximately $3.0 billion. Horizon's proposal represents a premium of 42 percent to the closing price of Depomed on July 6, 2015. The transaction, if consummated, would be immediately and substantially accretive to Horizon's adjusted diluted earnings per share....

"The strategic and financial benefits of our proposal are highly compelling," said Timothy P. Walbert, chairman, president and chief executive officer, Horizon Pharma plc. "Given the significant revenue and operating synergies, as well as considerable tax savings, we would create substantial long-term value for Depomed's shareholders in addition to the immediate value realized through the proposed premium.

"Despite our repeated attempts beginning in March to engage Depomed's management and board of directors in friendly and confidential discussions, Depomed's management and board have refused to engage in discussions with us and rejected our proposal," added Mr. Walbert. "We have elected to bring this proposal to the attention of Depomed's shareholders, who we expect, given the opportunity to understand the financial, strategic and operational benefits of this transaction will support it and will encourage their Board and management to begin constructive discussions with us promptly with the goal of completing a negotiated transaction."

The proposal is subject to the pre-condition of confirmatory due diligence. This pre-condition may be waived by Horizon Pharma plc at its discretion.

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