Horizon Pharma shareholders approve issuance of ordinary shares in connection with acquisition of Depomed

Dublin-based Horizon Pharma has provided an update on shareholders meeting related to the proposed acquisition of Depomed, Inc., according to which shareholders approved the issuance of up to 81,706,881 ordinary shares of Horizon Pharma plc, in connection with an acquisition of Depomed, Inc.

Horizon Pharma announced on September 8, 2015, that it had started an exchange offer to acquire all of the outstanding shares of Depomed common stock.

Under the terms of the offer, tendering Depomed shareholders would have been able to exchange each share of Depomed common stock for 0.95 Horizon Pharma ordinary shares.

According to Horizon, the approval of the share issuance proposal satisfies one of the conditions required to consummate the offer.

Horizon added that other conditions remained to be satisfied, including, among others, the redemption or removal of certain poison pill rights that the Depomed board of directors has the unilateral ability to remove and the tender of a majority of the total number of outstanding shares of Depomed common stock on a fully diluted basis.

On November 13, 2015, Horizon issued a press release announcing the voting results of the Horizon Extraordinary General Meeting, the satisfaction of the Horizon shareholder approval condition required to consummation the offer, and the extension of the expiration of the offer to 5 p.m., Eastern Time, on November 30, 2015.

Timothy P. Walbert, chairman, president and chief executive officer of Horizon Pharma plc., said: “Today’s (November, 13) overall favorable vote by our shareholders demonstrates the confidence they have in our team’s ability to build value through the potential acquisition of Depomed.”

“We and other like-minded shareholders believe that a combination with Depomed is financially, operationally and strategically compelling and look forward to continued engagement with Depomed shareholders as we work towards achieving this important merger.”

Furthermore, Horizon said that by obtaining the approval of its shareholders on key proposals, it had satisfied another of the conditions to its outstanding exchange offer to acquire all of the outstanding shares of common stock of Depomed.

However the company said, the exchange offer remains conditioned on, among other things, the redemption or removal of certain poison pill rights that the Depomed board has the unilateral ability to remove and the tender of a majority of the total number of outstanding Depomed shares on a fully diluted basis.

Proposal four, which concerned powers under Irish law to issue beyond the previously-authorized 300 million shares for cash without first offering those shares to existing shareholders under pre-emptive rights and required 75 percent approval, received slightly less than the required “for” votes, but does not have any effect upon Horizon Pharma’s current offer for Depomed, it has been said in Horizon’s November 13 press release.

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