Depomed Inc. (DEPO) announced that its Board of Directors has unanimously rejected the purported revised, highly conditional, unsolicited and non-binding proposal from Horizon Pharma plc (HZNP) to acquire all of the outstanding shares of Depomed in an all-stock transaction.
The Depomed Board concluded that the July 21 Proposal is inadequate and not in the best interests of Depomed and its shareholders.
The Depomed Board believes that the recent Proposal substantially undervalues Depomed's business and does not reflect the inherent value of Depomed in light of its standalone prospects. The Board strongly believes that an independent Depomed will create significant and sustainable value for its shareholders both in the short and long-term, through the focused execution of the Company's business plan and strategic vision.
The Depomed Board also noted that the purported increase in the recent Proposal 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, in each case as compared to Horizon's prior proposal first communicated in May. The purported "increase" in Horizon's latest Proposal is the result of the trading price of Horizon's stock having increased since it made its initial proposal.
On 21st July, Depomed confirmed that it received a purported revised, highly conditional, unsolicited; and non-binding proposal from Horizon Pharma to acquire all of the outstanding shares of Depomed in an all-stock deal currently valued at $33.00 per share.
On May 27, Horizon made an unsolicited proposal to acquire all outstanding common shares of Depomed in an all-stock deal then valued at $29.25 per share. However, Depomed rejected the prior proposal, saying it was opportunistic, did not reflect the inherent value of Depomed in light of the company's standalone prospects.
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