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news.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 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 $3bn.
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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.
Highlights
- Transaction would generate significant revenue and operating synergies, tax savings and would also be immediately and substantially accretive to Horizon’s adjusted diluted earnings per share
- Projected full-year pro forma combined 2015 net sales and adjusted EBITDA would be in excess of $950 million and $350 million, respectively, based on Depomed’s and Horizon’s existing guidance
- Combined company would have 13 marketed medicines, nearly doubling Horizon’s current portfolio, with more than 700 sales representatives in Primary Care, Orphan and Specialty business units
- Horizon’s proven commercial execution expected to enhance growth of entire portfolio, including Depomed’s NUCYNTA® franchise and Gralise
- Conference call scheduled for 8:30 a.m. ET today
"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.