UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ¨ Filed by a Party other than the Registrant x
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| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material Pursuant to 240.14a-12 | |
DEPOMED, INC.
(Name of Registrant as Specified in Its Charter)
HORIZON PHARMA PUBLIC LIMITED COMPANY
HORIZON PHARMA, INC.
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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Filed pursuant to Rule 14a-6
of the Securities Exchange Act of 1934, as amended
Filing by: Horizon Pharma Public Limited Company
Subject Company: Depomed, Inc.
SEC File No. of Depomed, Inc.: 001-13111
Horizon Pharma plc (“Horizon Pharma”) has filed a definitive proxy statement with the Securities and Exchange Commission and accompanying WHITE and BLUE proxy cards to be used to solicit requests that Depomed, Inc. (“Depomed”) call two related special meetings of shareholders.
This Schedule 14A filing consists of an amended slide in an investor presentation regarding the proposed acquisition of Depomed by Horizon Pharma and Horizon Pharma’s solicitation of requests that Depomed call two related special meetings of shareholders. Horizon Pharma first released the investor presentation on September 15, 2015, first released an amended investor presentation on September 25, 2015, and first released the following amended slide on October 13, 2015.
 Published Analyst Reports and Investors That We Have Spoken With Are Overwhelmingly Supportive Source: Wall Street Research. Note: Permission to use quoted material was neither sought nor obtained. (1) Factset and NASDAQ. “The debate whether Depomed overpaid for Nucynta is yet to be determined, but we believe this is a growth product and the numbers work better within Horizon with the significant tax advantages.” Marc Goodman UBS, 7/7/2015 25 As of 6/30/2015, Horizon Shareholders Owned 66% (1) of Depomed’s Outstanding Shares Non-Confidential Information – Horizon Pharma plc “We continue to view a HZNP-DEPO combination as attractive, and believe HZNP has made a strong case to DEPO shareholders.” Annabel Samimy Stifel, 8/3/2015 “Viewing the proposed Depomed transaction within that broader context of Horizon's evolution, we believe this transaction makes exceedingly good strategic sense, is nicely value creating and provides enhanced and durable diversification.” Ken Cacciatore Cowen and Company, 7/21/2015 “Per our earlier note, we believe the asset is worth more in the hands of Horizon given the greater S&M resources Horizon could provide, cost savings opportunity, ability to refinance the 10.75% debt and expected reduction of the tax burden.” Randall Stanicky RBC, 7/21/2015 “The perception that this deal may not generate an adequate amount of synergies to be attractive does not make sense to us. If we looked through Horizon's past deal transaction history, none was built on cost cutting - rather all were based on generating revenue upside from increased promotion and better pharmacy pull through. We see the Depomed deal as being no different.” Difei Yang Brean Capital, 7/8/2015 |