425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 7, 2015

Horizon Pharma Public Limited Company

(Exact name of registrant as specified in its charter)

Ireland	001-35238	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, Ireland

(Address of principal executive offices)

Registrant’s telephone number, including area code: 011-353-1-772-2100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On July 7, 2015, Horizon Pharma plc (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report certain information regarding the Company’s original proposal to acquire Depomed, Inc. (“Depomed”). The Company is filing this amendment to the Initial Form 8-K to, among other things, provide additional information with respect to the original proposal.

Item 8.01. Other Events.

On July 7, 2015, the Company (i) issued a press release announcing its original proposal to acquire all of the outstanding shares of common stock of Depomed for a per share consideration of $29.25 in an all-stock transaction valued at approximately $3.0 billion (the “Proposal”) and (ii) held a conference call to discuss the Proposal. A copy of the press release and the transcript from the conference call are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. On July 21, 2015, the Company issued a press release announcing that it had increased the per share price of its Proposal from $29.25 per share to $33.00 per share, contingent on Depomed entering into good faith discussions regarding the proposed transaction.

The Company has proposed a merger transaction that it intends to structure as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), that would not be a taxable transaction under Section 367(a) of the Code. Under the proposed merger, Depomed shareholders would exchange their Depomed shares for ordinary shares of the Company and would not recognize gain or loss for U.S. income tax purposes upon the exchange, except with respect to cash received in lieu of fractional ordinary shares of the Company. The Company has made certain assumptions about Depomed and the proposed transaction that could be inaccurate, including that the parties will agree on a transaction with a structure that would qualify as a reorganization under Section 368(a) of the Code, that the parties will satisfy the requirements for a reorganization under Section 368(a) and/or that the Internal Revenue Service (“IRS”) will agree with the parties’ conclusions about the qualification of the transaction as a reorganization that would not be a taxable transaction under Section 367(a) of the Code. If the proposed merger does not qualify as a reorganization within the meaning of Section 368(a) of the Code or if it does so qualify but it is taxable under Section 367(a) of the Code, the U.S. holders of Depomed shares who received the Company’s ordinary shares in the merger would generally recognize a capital gain or capital loss on the transaction.

The Company is incorporated in Ireland and maintains subsidiaries in multiple jurisdictions, including Ireland, the United States, Switzerland, Luxembourg, Germany and Bermuda. Prior to the Company’s acquisition of Vidara Therapeutics International Public Limited Company (“Vidara”) in September 2014, Vidara was able to achieve a favorable tax rate through the performance of certain functions and ownership of certain assets in tax-efficient jurisdictions, including Ireland and Bermuda, together with intra-group service and transfer pricing agreements, each on an arm’s length basis. The Company is continuing a substantially similar structure and arrangement. As reported on Depomed’s Annual Report on Form 10-K for the year ended December 31, 2014 filed on February 26, 2015, the effective tax rate of Depomed for 2014 was approximately 38.2% compared to an effective tax rate for the Company of approximately negative 2.3%. If the proposed merger is consummated, subject to certain post acquisition reorganization tax costs, the Company expects that its effective tax rate on the income of the combined companies will be substantially lower than 38.2%. The Company anticipates that the effective tax rate on earnings generated from the sale of Depomed products would be reduced materially after the merger due to (i) an increase in foreign sales of its products vis-à-vis U.S. sales, (ii) the recognition of those sales under the umbrella of the Company’s international subsidiaries and (iii) the replacement of certain Depomed external debt with internal inter-company debt and the recapitalization of Depomed. However, tax authorities such as the IRS may actively audit or otherwise challenge these arrangements, and have done so in the pharmaceutical industry and there is no assurance that the combined company will be achieve a substantially lower effective tax rate than the effective tax rate of Depomed.

Interest of the Company’s Directors and Executive Officers in proposed Merger

The following table sets forth certain information regarding the ownership of the Company’s ordinary shares as of June 30, 2015 by (i) each director of the Company; (ii) each executive officer of the Company; and (iii) all executive officers and directors of the Company as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and includes voting and investment power with respect to the securities. Except as indicated by footnote, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. The number of ordinary shares used to calculate the percentage ownership of each listed person includes the ordinary shares underlying options, warrants or other rights held by such persons that are exercisable as of August 29, 2015, which is 60 days after June 30, 2015.

Percentage of beneficial ownership is based on 158,348,162 ordinary shares outstanding as of June 30, 2015.

Directors and executive officers	Number and Percentage of Shares Beneficially Owned
	Ordinary Shares		Percentage
William F. Daniel(1)		12,307		*
Michael Grey(2)		57,932		*
Jeff Himawan, Ph.D.		—		*
Virinder Nohria, M.D., Ph.D. (3)		216,973		*
Ronald Pauli(4)		57,932		*
Gino Santini(5)		57,932		*
H. Thomas Watkins(6)		68,137		*
Timothy P. Walbert(7)		844,582		*
Robert F. Carey(8)		230,483		*
Paul W. Hoelscher(9)		37,451		*
David G. Kelly		125,888		*
John J. Kody		—		*
Barry J. Moze(10)		40,706		*
Jeffrey W. Sherman, M.D., FACP(11)		358,963		*
Miles W. McHugh(12)		3,352		*
John Thomas		—		*
Brian Beeler(13)		55,484		*
All executive officers and directors as a group (17 persons)		2,168,122		1.4	%

* Represents beneficial ownership of less than one percent.

(1) Includes 12,307 ordinary shares that Mr. Daniel has the right to acquire from us within 60 days of June 30, 2015 pursuant to the exercise of stock options.

(2) Includes 57,932 ordinary shares that Mr. Grey has the right to acquire from us within 60 days of June 30, 2015 pursuant to the exercise of stock options.

(3) Includes (a) 214,836 ordinary shares and (b) 2,137 ordinary shares that Dr. Nohria has the right to acquire from us within 60 days of June 30, 2015 pursuant to the exercise of stock options.

(4) Includes 57,932 ordinary shares that Mr. Pauli has the right to acquire from us within 60 days of June 30, 2015 pursuant to the exercise of stock options.

(5) Includes 57,932 ordinary shares that Mr. Santini has the right to acquire from us within 60 days of June 30, 2015 pursuant to the exercise of stock options.

(6) Includes (a) 6,000 ordinary shares and (b) 62,137 ordinary shares that Mr. Watkins has the right to acquire from us within 60 days of June 30, 2015 pursuant to the exercise of stock options.

(7) Includes (a) 185,673 ordinary shares and (b) 658,909 ordinary shares that Mr. Walbert has the right to acquire from us within 60 days of June 30, 2015 pursuant to the exercise of stock options.

(8) Includes (a) 23,245 ordinary shares held by Mr. Carey, (b) 57,655 ordinary shares held by the Robert F. Carey III Trust dated April, 24, 2001, of which Mr. Carey is a trustee, and (c) 149,583 shares that Mr. Carey has the right to acquire from us within 60 days of June 30, 2015 pursuant to the exercise of stock options.

(9) Includes (a) 11,201 ordinary shares and (b) 26,250 ordinary shares that Mr. Hoelscher has the right to acquire from us within 60 days of June 30, 2015 pursuant to the exercise of stock options.

(10) Includes (a) 12,049 ordinary shares and (b) 28,657 ordinary shares that Mr. Moze has the right to acquire from us within 60 days of June 30, 2015 pursuant to the exercise of stock options.

(11) Includes (a) 112,882 ordinary shares and (b) 246,081 ordinary shares that Dr. Sherman has the right to acquire from us within 60 days of June 30, 2015 pursuant to the exercise of stock options.

(12) Includes (a) 2,352 ordinary shares held by Mr. McHugh and (b) 1,000 ordinary shares held in an IRA for the benefit of Mr. McHugh’s wife.

(13) Includes (a) 18,943 ordinary shares and (b) 36,541 ordinary shares that Mr. Beeler has the right to acquire from us within 60 days of June 30, 2015 pursuant to the exercise of stock options.

As proposed in the Proposal, the directors and executive officers of the Company will remain directors and officers of the combined company following completion of the Merger.

Forward-Looking Statements

This Current Report on Form 8-K/A contains forward-looking statements, including, but not limited to, statements related to Horizon Pharma’s non-binding proposal to acquire Depomed, and the timing and benefits thereof, estimated future financial results and performance of the combined company and the combined company’s strategy, plans, objectives, expectations and intentions, anticipated product portfolio, and other statements that are not historical facts. These forward-looking statements are based on Horizon Pharma’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks that Horizon Pharma will ultimately not pursue a transaction with Depomed or Depomed will reject engaging in any transaction with Horizon Pharma; if a transaction is negotiated between Horizon Pharma and Depomed, risks related to Horizon Pharma’s ability to complete the acquisition on the proposed terms; the possibility that competing offers will be made; other risks associated with executing business combination transactions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not be realized; risks related to future opportunities and plans for the combined company, including uncertainty of the expected financial performance and results of the combined company following completion of the proposed acquisition; disruption from the proposed acquisition, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; and the possibility that if the combined company does not achieve the perceived benefits of the proposed acquisition as rapidly or to the extent anticipated by financial analysts or investors, the market price of Horizon Pharma’s shares could decline, as well as other risks related to Horizon Pharma’s and Depomed’s respective businesses, including the ability to grow sales and revenues from existing products; competition, including potential generic competition; the ability to protect intellectual property and defend patents; regulatory obligations and oversight; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in Horizon Pharma’s and Depomed’s respective filings and reports with

the SEC. Horizon Pharma undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information.

Third Party-Sourced Information

All information in this press release regarding Depomed, including its businesses, operations and financial results, was obtained from public sources. While Horizon Pharma has no knowledge that any such information is inaccurate or incomplete, Horizon Pharma has not verified any of that information.

Additional Information

This communication does not constitute an offer to buy or solicitation of any offer to sell securities. This communication relates to a proposal which Horizon Pharma has made for business combination transaction with Depomed. Subject to future developments, if Horizon Pharma and Depomed agree on a negotiated transaction, Horizon Pharma and Depomed may file one or more registration statements, prospectuses, proxy statements or other documents with the SEC. This communication is not a substitute for any registration statement, prospectus, proxy statement or other document Horizon Pharma and/or Depomed may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF HORIZON PHARMA AND DEPOMED ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT(S), PROSPECTUS(ES), PROXY STATEMENT(S) AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HORIZON PHARMA, DEPOMED AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov or by directing a request to Horizon Pharma’s Investor Relations department at Horizon Pharma, Inc., Attention: Investor Relations, 520 Lake Cook Road, Suite 520, Deerfield, IL 60015 or to Horizon Pharma’s Investor Relations department at 224-383-3400 or by email to investor-relations@horizonpharma.com. Investors and security holders may obtain free copies of the documents filed with the SEC on Horizon Pharma’s website at www.horizonpharma.com under the heading “Investors” and then under the heading “SEC Filings.”

Certain Information Regarding Participants

Horizon Pharma and/or Depomed and their respective directors and executive officers may be deemed participants in the solicitation of proxies in connection with the proposed transaction. You can find information about Horizon Pharma’s directors and executive officers in Horizon Pharma’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 27, 2015, Horizon Pharma’s definitive proxy statement filed with the SEC on May 6, 2015 and in Horizon Pharma’s Current Report on Form 8-K/A filed with the SEC today. You can find information about Depomed’s directors and executive officers in Depomed’s definitive proxy statement filed with the SEC on April 16, 2015. These documents are available free of charge at the SEC’s web site at www.sec.gov and from Investor Relations at Horizon Pharma as described above. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other documents filed with the SEC if and when they become available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated July 7, 2015.

99.2 Transcript of Conference Call dated July 7, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 27, 2015	HORIZON PHARMA PUBLIC LIMITED COMPANY
	By:	/s/ Paul W. Hoelscher
		Paul W. Hoelscher
		Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

99.1	Press Release dated July 7, 2015.
99.2	Transcript of Conference Call dated July 7, 2015.

EX-99.1

Exhibit 99.1

HORIZON PHARMA PLC PROPOSES TO ACQUIRE DEPOMED, INC. FOR $29.25 PER SHARE IN AN ALL-STOCK TRANSACTION, REPRESENTING A 42 PERCENT PREMIUM TO DEPOMED’S SHAREHOLDERS

• 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 -

DUBLIN, IRELAND – July 7, 2015 – Horizon Pharma plc [NASDAQ: HZNP], a biopharmaceutical company focused on improving patients’ lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs, today 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 $3.0 billion. 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.

“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.

The full text of the letter delivered to Depomed, Inc. by Horizon Pharma plc on July 7, 2015, is included below.

At 8:30 a.m. ET today, the Company will host a live conference call and webcast to review today’s announcement.

Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, Ireland

Participant Toll-Free Dial-In Number: (888) 338-8373

Participant International Dial-In Number: (973) 872-3000

Conference ID: 80721033

The live webcast and a replay may be accessed by visiting Horizon’s website at http://ir.horizonpharma.com. Please connect to the Company’s website at least 15 minutes prior to the live webcast to ensure adequate time for any software download that may be needed to access the webcast.

A replay of the conference call will be available approximately two hours after the call and accessible through one of the following telephone numbers, using the passcode below:

Replay U.S. Dial-In Number: (855) 859-2056

Replay International Dial-In Number: (404) 537-3406

Passcode: 80721033

July 7, 2015

Mr. James A. Schoeneck

President and Chief Executive Officer

Depomed, Inc.

7999 Gateway Blvd., Suite 300

Newark, CA 94560

Dear Jim,

Over the last several months, we have attempted to convince your board of directors and you that the combination of Horizon Pharma, Inc., a wholly owned subsidiary of Horizon Pharma plc, and Depomed, Inc. is strategically and financially compelling for our respective companies and shareholders. We firmly believe that a combination of Horizon and Depomed would yield significant revenue, operating and tax synergies; accelerated revenue and earnings growth and strong cash flow as well as create substantial immediate and long-term value for our respective stakeholders.

To demonstrate our commitment to the proposed transaction, we sent you a letter on May 27, 2015, offering an all-stock transaction in which Depomed shareholders would receive $29.25 in Horizon ordinary shares, a 40 percent premium to Depomed’s trading price at the time. Since sending the letter, we have repeatedly attempted to engage with your board and advisors as well as you, including sending a follow-up offer letter on June 12^th, which reiterated our proposal and set out again the merits of the combination. Unfortunately, your board and you have rejected our proposal and refused to meet or to engage in any discussions with us. In light of the clear benefits that would result from a combination of Horizon and Depomed and the unwillingness of your board, your advisors or you to engage with us, we are compelled to make our proposal known to Depomed’s shareholders. We believe once Depomed shareholders review our proposal and understand the merits of the combination, they will support this proposed transaction. We are ready to engage with your management team and board to negotiate a mutually acceptable agreement to combine our two companies.

Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, Ireland

Strategic and Financial Benefits

The combination of Horizon and Depomed represents the next logical step in the evolution of our two companies.

Horizon is still in the early stages of implementing our highly successful growth strategy. Within the last two years, we have successfully completed four acquisitions, enabling us to rapidly grow net sales and adjusted EBITDA as well as significantly diversifying our business. Each of our acquisitions has been immediately and substantially accretive. These include our acquisitions of Hyperion Therapeutics, the U.S. rights to PENNSAID^® 2%, Vidara Therapeutics, and the U.S. rights to VIMOVO^®. In each of these, we have demonstrated an ability to continue delivering strong operating results across each of our business units while integrating these medicines and businesses into our Company, thereby creating compelling value for our shareholders.

The combined company would be significantly larger and more diversified than either company individually and positioned to realize substantial and sustainable future growth. Specifically:

• We would immediately achieve enhanced critical mass. Based on Depomed’s and our guidance, we would project full-year pro forma 2015 net sales and adjusted EBITDA in excess of $950 million and $350 million, respectively, as well as more than 700 sales representatives and 13 marketed medicines for the combined entity.

• We would benefit from meaningful sales and operating synergies, as well as opportunities to further penetrate more markets for the benefit of our customers and patients, yielding greater revenue and earnings growth potential.

• Horizon’s leading presence in orphan disease, primary care and specialty markets are complementary to Depomed’s specialty products that treat pain and other central nervous system disorders. We are confident the proven execution of our commercial organization and our broad platform would drive increased adoption and even stronger performance of your newly acquired products NUCYNTA^® ER and NUCYNTA^® as well as your existing medicines Gralise^®, CAMBIA^®, Lazanda^® and Zipsor^®.

• Further, the combination of our companies would provide additional financial flexibility and increased free cash flow for future M&A activity, enhanced access to the capital markets and considerably lower borrowing costs (as compared to Depomed’s current borrowing rates).

In consideration of the foregoing, and with the unanimous support of Horizon’s board of directors, we present the following merger proposal.

Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, Ireland

Financial Terms

Based upon our review of publicly available information, we propose to acquire 100 percent of Depomed’s issued and outstanding shares of common stock for a price of $29.25 per share in Horizon ordinary shares. The acquisition price reflects a premium of 40 percent to Depomed’s closing price as of the date of our first proposal on May 27^th and a premium of 42 percent to Depomed’s closing price on July 6, 2015. It also represents a premium of 35 percent and 38 percent to Depomed’s volume weighted average price for the previous 30 and 60 days, respectively, and exceeds the all-time high at which Depomed’s stock has traded. An all-stock, tax-free transaction offers a compelling near-term value premium to Depomed shareholders and creates the potential for considerable long-term value for our combined shareholders.

Under our proposal, Depomed shareholders would own approximately 25 percent of the combined company.

We anticipate Depomed’s convertible notes due 2021 would remain outstanding and we would retire Depomed’s $575 million of senior secured notes bearing interest of 10.75 percent with a combination of our cash on hand and newly issued debt. Given our ability to use cash on hand and a new debt issuance with an expected interest rate less than one-half your current interest cost, the combined company would realize a considerable cost savings, further adding to the value proposition for your shareholders. Further, the shareholders of Depomed will benefit from Horizon’s substantially lower leverage and the enhanced cash flow generation of the combined company.

The transaction and financial terms we are proposing represent a compelling opportunity for our respective shareholders and would provide the ability to accelerate revenue and earnings growth, while delivering immediate and substantial accretion to the combined company. Depomed shareholders would benefit from the substantial premium we are offering while maintaining future upside associated with the operational synergies, diversification, growth and tax savings resulting from the transaction.

Transaction Process

We have engaged Citigroup Global Markets Inc. and Jefferies LLC as lead financial advisors. Given the work we have done to date, our remaining due diligence requirements are confirmatory and, with your cooperation, can be completed very rapidly. We are prepared to move expeditiously to reach agreement on transaction terms and we look forward to working with you to achieve a successful outcome. Our proposal is based on our review of publicly available information regarding Depomed and is subject to the completion of our due diligence review, the negotiation of mutually acceptable definitive transaction agreements containing customary closing conditions, the approval of our respective shareholders and the necessary regulatory approvals. We do not anticipate any issues in obtaining shareholder and regulatory approvals.

This letter does not create any binding obligation on the part of Horizon. No such obligation will exist until a mutually acceptable definitive agreement is executed.

This is truly a unique opportunity for our collective companies, shareholders, patients and stakeholders. Horizon is well positioned to deliver optimal value to Depomed’s shareholders. We again request to meet with Depomed’s management team and you to negotiate a mutually acceptable transaction. We look forward to working with Depomed on a successful combination of Horizon and Depomed.

Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, Ireland

Best regards,

Timothy P. Walbert

Chairman, President and Chief Executive Officer

Cc: Board of Directors, Depomed, Inc.

About Horizon Pharma plc

Horizon Pharma plc is a biopharmaceutical company focused on improving patients’ lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs. The Company markets seven medicines through its orphan, primary care and specialty business units. Horizon’s global headquarters are in Dublin, Ireland. For more information, please visit www.horizonpharma.com.

Note Regarding Use of Non-GAAP Financial Measures

EBITDA, or earnings before interest, taxes, depreciation and amortization, and adjusted EBITDA are used and provided by Horizon as non-GAAP financial measures. The adjusted EBIDTA for the pro forma combination included in this press release consists of the aggregate of reported guidance from each of Horizon and Depomed. Adjustments to Horizon’s expected EBITDA related to combined company’s products exclude acquisition transaction related expenses, loss on debt extinguishment, as well as non-cash items such as stock compensation, depreciation and amortization, royalty accretion, non-cash interest expense, and other non-cash adjustments. Certain other special items or substantive events may also be included in the non-GAAP adjustments periodically when their magnitude is significant within the periods incurred. Horizon believes that these non-GAAP financial measures, when considered together with the GAAP figures, can enhance an overall understanding of Horizon’s financial performance. The non-GAAP financial measures are included with the intent of providing investors with a more complete understanding of the expected benefits of the combination including expected operational results and trends. In addition, these non-GAAP financial measures are among the indicators Horizon’s management uses for planning and forecasting purposes and measuring the Company’s performance. These non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, non-GAAP financial measures used by other companies, included adjusted EBITDA used by Depomed. Horizon has not provided adjusted EBITDA of the pro forma combined company because certain items that are a component of net income (loss) cannot be reasonably projected, either due to the significant impact of changes in Horizon’s stock price on stock compensation, the variability associated with acquisition related expenses due to timing and other factors, or Horizon’s lack of access to information relating to Depomed.

Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, Ireland

For full prescribing information refer to the individual product websites.

Forward-Looking Statements

This press release contains forward-looking statements, including, but not limited to, statements related to Horizon’s non-binding proposal to acquire Depomed, and the timing and benefits thereof, estimated future financial results and performance of the combined company and the combined company’s strategy, plans, objectives, expectations and intentions, anticipated product portfolio, and other statements that are not historical facts. These forward-looking statements are based on Horizon’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks that Horizon will ultimately not pursue a transaction with Depomed or Depomed will reject engaging in any transaction with Horizon; if a transaction is negotiated between Horizon and Depomed, risks related to Horizon’s ability to complete the acquisition on the proposed terms; the possibility that competing offers will be made; other risks associated with executing business combination transactions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not be realized; risks related to future opportunities and plans for the combined company, including uncertainty of the expected financial performance and results of the combined company following completion of the proposed acquisition; disruption from the proposed acquisition, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; and the possibility that if the combined company does not achieve the perceived benefits of the proposed acquisition as rapidly or to the extent anticipated by financial analysts or investors, the market price of Horizon’s shares could decline, as well as other risks related Horizon’s and Depomed’s respective businesses, including the ability to grow sales and revenues from existing products; competition, including potential generic competition; the ability to protect intellectual property and defend patents; regulatory obligations and oversight; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in Horizon’s and Depomed’s respective filings and reports with the U.S. Securities and Exchange Commission (“SEC”). Horizon undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information.

Third Party-Sourced Information

All information in this press release regarding Depomed, including its businesses, operations and financial results, was obtained from public sources. While Horizon has no knowledge that any such information is inaccurate or incomplete, Horizon has not verified any of that information.

Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, Ireland

Additional Information

This communication does not constitute an offer to buy or solicitation of any offer to sell securities. This communication relates to a proposal which Horizon Pharma has made for business combination transaction with Depomed, Inc. Subject to future developments, if Horizon Pharma and Depomed agree on a negotiated transaction, Horizon Pharma and Depomed may file one or more registration statements, prospectuses, proxy statements or other documents with the SEC. This communication is not a substitute for any registration statement, prospectus, proxy statement or other document Horizon Pharma and/or Depomed my file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF HORIZON PHARMA AND DEPOMED ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT(S), PROSPECTUS(ES), PROXY STATEMENT(S) AND OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HORIZON PHARMA, DEPOMED AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov or by directing a request to Horizon Pharma’s Investor Relations department at Horizon Pharma, Inc., Attention: Investor Relations, 520 Lake Cook Road, Suite 520, Deerfield, IL 60015 or to Horizon Pharma’s Investor Relations department at 224-383-3400 or by email to investor-relations@horizonpharma.com. Investors and security holders may obtain free copies of the documents filed with the SEC on Horizon Pharma’s website at www.horizonpharma.com under the heading “Investors” and then under the heading “SEC Filings.”

Certain Information Regarding Participants

Horizon Pharma and its directors and executive officers may be deemed participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed transaction will be included in the proxy statement/prospectus described above. Additional information regarding the directors and executive officers of Horizon Pharma is also included in Horizon Pharma’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 27, 2015 and Horizon Pharma’s Proxy Statement for the 2015 Annual Meeting of Shareholders, which was filed with the SEC on May 6, 2015. These documents are available free of charge at the SEC’s web site at www.sec.gov and from Investor Relations at Horizon Pharma as described above.

Contacts:

Investors:

John Thomas

Executive Vice President, Strategy and Investor Relations

investor-relations@horizonpharma.com

Tina Ventura

Vice President, Investor Relations

investor-relations@horizonpharma.com

U.S. Media:

Geoff Curtis

Group Vice President, Corporate Communications

media@horizonpharma.com

Daniel Yunger

Kekst and Company

daniel-yunger@kekst.com

Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, Ireland

Ireland Media:

Ray Gordon

Gordon MRM

ray@gordonmrm.ie

Source: Horizon Pharma plc

Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, Ireland

EX-99.2

Exhibit 99.2

DEPOMED INC. M&A CALL JUL 07, 2015

Call Participants

EXECUTIVES

John B. Thomas

Executive Vice President of

Strategy and Investor Relations

Robert F. Carey

Chief Business Officer and

Executive Vice President

Timothy P. Walbert

Chairman, Chief Executive Officer

and President

ANALYSTS

Annabel Samimy

Stifel, Nicolaus & Company,

Incorporated, Research Division

David Risinger

Morgan Stanley, Research Division

Difei Yang

Brean Capital LLC, Research

Division

Jason M. Gerberry

Leerink Swann LLC, Research

Division

Ken Cacciatore

Cowen and Company, LLC,

Research Division

Louise Alesandra Chen

Guggenheim Securities, LLC,

Research Division

Marc Harold Goodman

UBS Investment Bank, Research

Division

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DEPOMED INC. M&A CALL JUL 07, 2015

Presentation

Operator

Good morning, ladies and gentlemen, and welcome to the Horizon Pharma plc conference call to discuss the proposed Depomed acquisition. As a reminder, today’s conference is being recorded. [Operator Instructions] I would now like to introduce and turn the conference over to John Thomas, Executive Vice President, Corporate Strategy and Investor Relations. Please go ahead, sir.

John B. Thomas

Executive Vice President of Strategy and Investor Relations

Thanks, Kat. Good morning, everyone, and thank you for joining us to discuss Horizon Pharma’s proposal to acquire Depomed, as we outlined in our news release earlier this morning. Our $29.25 per share offer for Depomed in the form of Horizon ordinary shares represents a 42% premium to yesterday’s closing share price for Depomed of $20.64. In addition, this proposed transaction is expected to be immediately and significantly accretive to Horizon’s adjusted diluted earnings per share.

A copy of the news release we issued this morning and a link to the webcast for this conference call is available on our company’s website at www.horizonpharma.com. That’s all one word.

Hosting today’s call is Tim Walbert, Chairman, President and Chief Executive Officer of Horizon Pharma; as well as Bob Carey, Executive Vice President and Chief Business Officer; Paul Hoelscher, Executive Vice President and Chief Financial Officer; John Kody, Executive Vice President and Chief Commercial Officer; and Brian Beeler, Executive Vice President and General Counsel.

We’ll begin our call this morning with summary remarks from Tim regarding our proposed transaction and the value that we expect to create for shareholders of both Depomed as well as Horizon. We’ll then open the call for a brief question-and-answer session.

As a reminder, during today’s call, we’ll make certain forward-looking statements. These statements may include comments regarding our financial outlook; our sales and marketing plans; financial growth of our business; the proposed transaction; the estimated future financial results and performance of the combined company; and the combined company’s strategy, plans, objectives, expectations and intentions as well as other expected benefits of the proposed transaction, including the expansion of our product portfolio.

We caution that these forward-looking statements are based on current information, assumptions and expectations that are subject to change and involve a number of risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statement. These risks include risks related to whether we ultimately negotiate a transaction with Depomed and if we do, risks as to whether we will realize the expected benefits of the proposed acquisition as well as other risks described in our filings made with the SEC, including our annual report on Form 10-K for the year ended December 31, 2014, and then the news release we issued this morning. You’re cautioned not to place undue reliance on these forward-looking statements, and Horizon disclaims any obligation to update such statements.

In addition, we will discuss non-GAAP financial measures during today’s call to help investors better understand the expected financial benefits of this proposed transaction. Further information about these non-GAAP financial measures is contained in this morning’s news release, which is posted on our company website. This does not constitute an offer to sell or the solicitation of any offer to buy any securities or a solicitation of any vote or approval.

With that, I’d now like to turn the call over to Tim Walbert. Tim?

Timothy P. Walbert

Chairman, Chief Executive Officer and President

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DEPOMED INC. M&A CALL JUL 07, 2015

Thank you, John. Good morning, everyone, and thank you for joining us on short notice to discuss our proposal to acquire Depomed.

As noted in our news release this morning, we strongly believe that we’ve made an extremely attractive proposal to acquire Depomed in a stock-for-stock tax-free exchange that offers Depomed shareholders $29.25 in Horizon ordinary shares, which, as John noted, is a substantial premium, 42%, based on Depomed’s closing share price yesterday of $20.64. This premium is on top of the 28% and 45% increase in Depomed’s share price year-to-date and over the last 12 months, respectively.

We have formally communicated this proposal to Depomed’s Board of Directors and management for the first time on May 27 and confirmed our interest in 2 subsequent letters, the last of which was sent this morning and is included as part of our press release. Unfortunately, Depomed’s board and management have been unwilling to engage with us in a serious dialogue and formally rejected this proposal. As a result, we are now bringing this proposal to the attention of Depomed shareholders, who, we are confident, given the opportunity to understand the compelling financial, strategic and operational benefits of this transaction, will support it and encourage the board of Depomed to properly engage with us.

We stand ready to engage immediately and work collaboratively with the Depomed management team to negotiate an agreement to create a larger, stronger and more diversified biopharmaceutical company. Our proposal provides Depomed shareholders a substantial near-term premium as well as an outstanding opportunity to participate in the expected upside potential that will be created by the successful combination of our 2 respective companies.

As our shareholders have come to know, Horizon has evolved over the last several years into a fast-growing, profitable biopharmaceutical company with a promising future. The company’s success is rooted in strong commercial execution, an aggressive acquisition strategy and significant patient access.

As we continue to execute against these core principles, our shareholders have been significantly rewarded for their investment. Our stock price has increased 113% over the last 52 weeks and 168% since January 1 of this year. This level of outperformance far exceeds our market peers as well as the major health care and biotech indices, the NASDAQ, the S&P 500 and the Dow Jones Industrial Average. Investors have rewarded us for our strong financial performance and our accelerating growth profile. In fact, our first quarter earnings, reported on May 8, are good examples that our employees are executing against these core principles to drive superior business results. For the first quarter, we reported sales growth of nearly 120% and raised both our full year sales guidance in addition to our guidance for adjusted EBITDA.

Now onto our proposal to acquire Depomed. The strategic and financial benefits of our proposal are clear and compelling. We are confident that this proposed transaction will serve the best short- and long-term interest of both Depomed and Horizon shareholders.

For those of you not as familiar with Depomed, the company focuses on products for treating pain and other central nervous system conditions. Depomed has provided 2015 sales and adjusted EBITDA guidance of $310 million to $335 million and $85 million to $100 million, respectively. Its product portfolio includes NUCYNTA, recently acquired from Janssen Pharmaceuticals, a dual-mechanism opioid used to treat moderate to severe acute pain and neuropathic pain associated with diabetic peripheral neuropathy; as well as Gralise, which is indicated for postherpetic neuralgia; and other products for managing migraine attacks, mild to moderate pain and breakthrough cancer pain. As a result, Depomed’s product portfolio is highly complementary to Horizon’s specialty and primary care business units. We see it as an ideal fit.

In addition, our proposal will provide Depomed shareholders the opportunity to participate in the significant upside we expect to achieve as we enhance Depomed’s portfolio of products by leveraging our commercial scale and expertise as well as our resources to maximize the relaunch of NUCYNTA while simultaneously driving revenues for each of the base products in Depomed’s portfolio, such as Gralise.

Horizon has a differentiated commercial model designed to rapidly adapt to the evolving market landscape and a demonstrated track record of successfully acquiring, integrating and rapidly growing our acquired products and companies. At Horizon, we are still in the early stage of implementing our highly successful growth strategy. Within the past 2 years, we’ve successfully completed 4 acquisitions, enabling us to

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DEPOMED INC. M&A CALL JUL 07, 2015

rapidly grow net sales and adjusted EBITDA while diversifying our business. These include our recent acquisitions of Hyperion Therapeutic, the U.S. rights to PENNSAID 2%, Vidara Therapeutic and the U.S. rights to VIMOVO. In each of these instances, we have consistently demonstrated our ability to immediately execute and integrate these transactions. We’ve also delivered strong operating results across all of our business units, with our share price up 673% since we acquired VIMOVO in November 2013. We’ve also been extremely disciplined in our business development efforts, and we’re approaching this particular process with the same high degree of discipline and financial rigor.

The proposed combination with Depomed represents the logical next step in our fast-paced evolution. Horizon Pharma’s leading presence in specialty, orphan disease and primary care markets are complementary to Depomed’s specialty products. We are confident that our commercial expertise with a proven track record of sales and marketing execution and our broad platform will drive increased adoption and even stronger performance of Depomed’s newly-acquired NUCYNTA as well as its base products, Gralise, CAMBIA, Lazanda and Zipsor.

The pro forma financial profile of the combined company is compelling. Together, based on our review of public information of Depomed, we estimate pro forma 2015 revenues of $950 million and adjusted EBITDA in excess of $350 million. In addition, we expect to realize significant synergies through the combination as well as significant tax savings.

The combined company would have a well-diversified revenue stream. In fact, this proposed transaction will essentially double Horizon’s portfolio of medicines from 7 currently marketed medicines in our existing portfolio to 13 medicines with the Depomed combination. This diversified portfolio will be supported by more than 700 sales representatives across our primary care, orphan and specialty business units. The combined company would be well-positioned to continue our strategy to drive organic growth and execute our aggressive acquisition strategy.

Further, the combination of our companies would provide additional financial flexibility and increased free cash flow for future M&A activity, enhanced access to the capital markets and considerably lower borrowing costs. Again, we expect this proposed transaction to be immediately and significantly accretive to Horizon’s adjusted diluted earnings per share. We are prepared to take the necessary steps to complete this proposed transaction and fully realize its benefits.

Our proposal is subject to completion of our due diligence review and the negotiation of mutually-acceptable definitive transaction agreement containing customary closing conditions.

While we’re committed to pursuing a combination of Depomed and Horizon, we have a well-developed perspective on the value of Depomed. We are offering a fair and a full price. While we’re open to learning more about Depomed through review of nonpublic information and hope to have the opportunity to engage with Depomed management, we’ll be disciplined in our approach to value Depomed. We encourage the shareholders of Depomed to make their perspectives on our offering known to the board and management of Depomed.

I’ll now turn the call back to John.

John B. Thomas

Executive Vice President of Strategy and Investor Relations

All right, thanks, Tim. And we’re going to open up the conference call for Q&A. [Operator Instructions] Kat, we’ll now open the call for questions.

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DEPOMED INC. M&A CALL JUL 07, 2015

Question and Answer

Operator

[Operator Instructions] Our first question comes from the line of Marc Goodman with UBS.

Marc Harold Goodman

UBS Investment Bank, Research Division

Can you talk about the products that Depomed has and how do you think they will -- you could do better with them in your platform? And how perfect they are or not perfect, which ones are appropriate for the PME program?

Timothy P. Walbert

Chairman, Chief Executive Officer and President

Sure. So when we look across the products first, in the sense of Gralise, CAMBIA, Lazanda, and Zipsor, we see these products fitting well into our specialty with NUCYNTA, Gralise, Cambia and Lazanda, and Zipsor fitting into our primary care business. We are evaluating potential for a number of these products to fit into our PME program. Our ultimate goal is to do the right thing for the patient and ensure the lowest out-of-pocket cost possible. Each of the agents, we think that there’s been a very good job done by the Depomed team on Gralise. We see significant long-term opportunity to accelerate that product based on what we believe to be a superior [indiscernible] to the competitive agents in the space. Obviously, with NUCYNTA, with its dual-mechanism of action, we think an added focus with our experience in marketing pain and inflammation assets will certainly bring added force there. CAMBIA and Lazanda we think are nice niche products, which can be maximized with broader promotion across our platform. And Zipsor falls into that same space, where we think it fits nicely and is a natural fit into our PME business.

Marc Harold Goodman

UBS Investment Bank, Research Division

Again, is your -- what -- that’s just a continuation there on NUCYNTA. So does that fit into the PME or you’re not sure yet? And is NUCYNTA like the growth perspective? Obviously, Depomed has kind of provided their thoughts on how big they think that product can be. What are your thoughts?

Timothy P. Walbert

Chairman, Chief Executive Officer and President

Well, we look at NUCYNTA and the opportunity as one where success is driven by rapid acceleration of prescriptions. And we don’t see this as a natural fit into the primary care, PME approach we’ve taken. We see that Depomed has taken price, and we think that’s appropriate. But we don’t see any significant changes there. It’s all about driving prescriptions and bringing the business forward, so that would be our focus.

Operator

Our next question comes from the line of Ken Cacciatore with Cowen & Company.

Ken Cacciatore

Cowen and Company, LLC, Research Division

Just wondering why would you have not bought NUCYNTA instead of doing a kind of 2-step transaction like this? And then I don’t know how to ask this delicately, but we understand what Depomed looked like pre-NUCYNTA. We understand what they just paid for it. So can you just walk us through the valuation because it seemed it would be straightforward to value those 2 different components? Or are we looking at it incorrectly?

Timothy P. Walbert

Chairman, Chief Executive Officer and President

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DEPOMED INC. M&A CALL JUL 07, 2015

I’ll handle the first. Bob can handle the second one. As we look at NUCYNTA alone versus as part of Depomed and the broader business that Depomed brings, we now think the transaction makes sense. We think that with the commercial effort and the synergies applied there that it now makes sense to pursue this acquisition. We think there’s significant upside opportunity with Gralise, CAMBIA, Lazanda and Zipsor. So as a whole, we think NUCYNTA and the broader base business justifies doing a transaction versus the single product in and of itself. And Bob?

Robert F. Carey

Chief Business Officer and Executive Vice President

I’m sorry...

Timothy P. Walbert

Chairman, Chief Executive Officer and President

The second question, Ken?

Ken Cacciatore

Cowen and Company, LLC, Research Division

Yes, the second question, I was just trying to understand the valuation. We understand what they just paid for NUCYNTA, and we know what Depomed looked like before. So can you just walk us through this type of premium that you’re paying for those assets?

Robert F. Carey

Chief Business Officer and Executive Vice President

Well, Ken, as you would expect, we’ve gone through our own analysis of the intrinsic value of the business. And in going through that process, we have been willing to put a 42% premium up for the consideration of shareholders. We think that it’s a compelling offer that reflects our view of the intrinsic value of the business and one that we’re hopeful that the shareholders of Depomed will express their point of view to the management and board and hopefully engage in a conversation with us.

Operator

Our next question comes from the line of Annabel Samimy with Stifel.

Annabel Samimy

Stifel, Nicolaus & Company, Incorporated, Research Division

I had -- I guess I wanted to get a sense of the operating synergies that you assume there. I mean, it looks like you’re looking to expand the sales force to 700, that you had mentioned before. So how do you think about the operating synergies? And I guess a somewhat related question, it is an all-equity deal. I imagine that’s because they were just on the verge of profitability and you didn’t have much EBITDA as far as keep the leverage ratio under control. So can you just walk through that for us a little bit?

Timothy P. Walbert

Chairman, Chief Executive Officer and President

Sure. I’ll handle the first, and Bob can handle the second. As we look at the combination, we think that, first, based on guidance, it would have ‘15 pro forma revenues of $950 million and $350 million, respectively. We have not put out and we’re still doing our work. And based on discussions, we would give synergy numbers. But when we look at the 700 sales reps, it’s essentially taking the 2 combined sales force and adding incremental representatives in the NUCYNTA, Gralise pain business to further drive that business. So it would be an incremental commercial effort to what the combined companies have today. Obviously, from a synergy perspective, 2 significant items to consider would be on the G&A side as well as tax synergies. Bob, do you want to handle the second?

Robert F. Carey

Chief Business Officer and Executive Vice President

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Sure. Again, Annabel, the second part of the question?

Annabel Samimy

Stifel, Nicolaus & Company, Incorporated, Research Division

Just the all tax -- I mean, sorry, all-equity deal and the rationale behind that, I imagine because you wanted to keep your leverage ratio under control maybe because they were just on the verge of profitability.

Robert F. Carey

Chief Business Officer and Executive Vice President

Well, I think there’s several elements that went into the structure that we decided upon. And we believe that an all-stock structure is the optimal way to approach this. We believe that, that provides not only compelling upside to Horizon shareholders but the Depomed shareholders. Further, it does manage the leverage in a way that we think is optimal. And then, lastly, we continue to have a longer-term objective of looking at additional transactions, and we believe this preserves as much flexibility as we need to execute on that continued strategy, Annabel.

Operator

Our next question comes from the line of Louise Chen with Guggenheim Securities.

Louise Alesandra Chen

Guggenheim Securities, LLC, Research Division

So can you give us some idea on your willingness to raise the offer if necessary? How high can you go for the deal to still be accretive? And also, can you please lay out the process for how the deal would progress and then any time lines that we should look for?

Timothy P. Walbert

Chairman, Chief Executive Officer and President

Yes, I’ll take the last part first, Louise. We do not have an exact time line that we’re able to provide at this point in terms of how this may progress. It’s obviously going to be dependent on a number of things, including the level of engagement that Depomed provides us. If we get the kind of engagement that we would like, this could move fairly quickly. Our goal, obviously, is to engage them in meaningful dialogue and move it along rapidly. And then the second part, I think Bob can take that.

Robert F. Carey

Chief Business Officer and Executive Vice President

Sure, sure. We’ve got a very well-developed perspective on the intrinsic value of Depomed. And it’s one that we’re going to be disciplined in our approach to this, but we’re not going to speculate on what’s going to -- what it’s going to take to get a transaction done. We’ve put out a full and fair offer. We’re hopeful that the management team and the board of Depomed will engage us in a conversation around that offer.

Operator

Our next question comes from the line of David Risinger with Morgan Stanley.

David Risinger

Morgan Stanley, Research Division

So my question is on NUCYNTA. Could you just characterize for us what you’re assuming with respect to the outlook for NUCYNTA under Depomed, specifically their ability to drive accelerating NUCYNTA volumes following its relaunch in June? And how you perceive any potential formulary risks for the product [indiscernible] January, given that J&J is no longer negotiating the formulary positions and they raised the price over 40%?

Timothy P. Walbert

Chairman, Chief Executive Officer and President

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Thanks, Dave. I’ll take a part of that, and then Bob can jump in. Obviously, with 13 medicines in our portfolio, our ability to take a broad look at formularies and opportunities is increased versus a company that has primarily its revenue coming from one product. Secondarily, maybe I’ll hand it off to you at that point, Bob.

Robert F. Carey

Chief Business Officer and Executive Vice President

Yes. I think at this point, we don’t want to speculate on a number of those answers. We’ve done our homework. We’ve got perspective on what we think we can accomplish with the portfolio at Depomed, and we’re confident that it supports the position that we’ve taken with respect to value and the offer that we put forth. And we look forward to engaging with the management team at Depomed and hopefully learning a lot more about that.

Operator

Our next question comes from the line of Jason Gerberry with Leerink Partners.

Jason M. Gerberry

Leerink Swann LLC, Research Division

I just wanted to follow up on the decision to go all-stock. Can you just provide a little bit more detail how actively are you pursuing another transaction in conjunction with this? And can you just maybe remind us what are the priorities and what are the -- what does the opportunity set look like for you guys out there?

Timothy P. Walbert

Chairman, Chief Executive Officer and President

So as we’re looking at other transactions, we’re targeting specialty and orphan and opportunistically and primary care. As we’ve said, we’re looking at assets in the $20 million to $200 million range, assets that are -- have at least 5 years of IP, have clinical differentiation. And we see a number of assets that meet our criteria, and then we apply the financial rigor behind them around accretion, NPV, IRR and payback mechanisms and review that in full with the board. And as we’ve said, Bob and his team have really put a process in place, where we have a funnel of anywhere from 20 to 40 opportunities that we’re looking at, at any one point in time and in dialogue on many of those. And we’re in active dialogue on several different assets as we speak. And we don’t see this deal as impeding our ability to continue to pursue those other assets that we are evaluating at this point in time.

Operator

And our next question comes from the line of Difei Yang with Brean Capital.

Difei Yang

Brean Capital LLC, Research Division

Just a quick one. Do you think there is -- beyond the 40% price increase on NUCYNTA, do you think there’s additional room? And on top of that, what would be your assumption with regards to IP protection on NUCYNTA?

Timothy P. Walbert

Chairman, Chief Executive Officer and President

I’ll answer the second. Bob can answer the first. From an IP perspective, we’ve evaluated based on publicly-available information. The IP across all of the products, the NUCYNTA, Gralise, Zipsor, CAMBIA and Lazanda, there have been some settlements, as you’ve seen publicly, on Gralise and Zipsor and others. So we definitely see some stable dates with some of the portfolio. We feel very comfortable with the long-life IP of NUCYNTA and the other assets and it fitting into the model that supports what we believe to be a full and fair offer at this point in time. So based on the information we have, we feel good about the IP. And Bob, I’ll turn it over to you.

Robert F. Carey

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Chief Business Officer and Executive Vice President

Yes. And I think on pricing of the asset of NUCYNTA as well as the rest of the portfolio, at this point, we’re just not going to comment on that. We think that we’ve obviously done our work. We’ve got a point of view, but that’s a point of view that we’re going to keep to ourselves at this stage.

Operator

That does conclude the Q&A portion of our call. I’d like to turn the call back to Tim Walbert, Chairman, President and CEO, for any final marks.

Timothy P. Walbert

Chairman, Chief Executive Officer and President

Thank you, everyone, appreciate the time. As we’ve said several times, we think this is a Depomed shareholder-friendly proposal. We’re offering a full and fair price. We anticipate that Depomed shareholders will assist us in convincing Depomed management and their board to do the right thing and work towards a negotiated settlement and engage with us towards the right end. And we look forward to working with them to that end. We think our premium, 42%, and a tax-free exchange as well as a potential for further upside from the combined company given our successful track record is very compelling. And we look forward to working towards the best conclusion for both Depomed and Horizon shareholders. Thank you much -- very much for your time today.

John B. Thomas

Executive Vice President of Strategy and Investor Relations

The last thing I would add for our folks is that we will have a replay of the conference call available approximately 2 hours after the conclusion of this call, and that’s accessible in the U.S. at number (855) 859-2056. Internationally, the replay number is (404) 537-3406. The passcode for this call is 80721033. Again, thanks for joining us this morning. Contact us if you have any follow-up questions, please.

Timothy P. Walbert

Chairman, Chief Executive Officer and President

Thank you.

Operator

Ladies and gentlemen, thank you for participating in today’s conference. This concludes today’s program. You may all disconnect. Everyone, have a great day.

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