Horizon Pharma, a Dublin, Ireland-based biopharmaceutical company, has proposed to acquire all outstanding shares of Depomed, a U.S. specialty pharmaceutical company, for a per share consideration of $29.25 in an all-stock, tax-free exchange valued at approximately $3 billion. Horizon's proposal represents a premium of 42% to the closing price of Depomed on July 6. 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 CEO, Horizon Pharma. "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. 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 at its discretion.