SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 3)

DEPOMED, INC.

(Name of Subject Company (Issuer))

Diosail Merger Corporation

(Name of Offeror)

A Wholly-Owned Subsidiary of

Horizon Pharma Public Limited Company

(Name of Offerors)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, no par value

(Title of Class of Securities)

249908104

(CUSIP Number of Class of Securities)

Timothy P. Walbert

Horizon Pharma plc

Connaught House, 1st Floor

1 Burlington Road, Dublin 4, Ireland

011 353 1 772 2100

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)

Copies to:

Barbara Borden Kay Chandler Sean Clayton Cooley LLP 4401 Eastgate Mall San Diego, California 92121 Telephone: (858) 550-6000 Rodd M. Schreiber Richard J. Grossman Skadden, Arps, Slate, Meagher & Flom LLP 155 N. Wacker Drive Chicago, Illinois 60606 Telephone: (312) 407-0700

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$2,233,908,319.56	$259,580.15

(1) Pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and solely for the purpose of calculating the filing fee, the market value of the securities to be received was calculated as the product of (1) 84,521,692 shares of common stock, no par value, of Depomed, Inc., which we refer to as Depomed, and which common stock we refer to as Depomed common stock (being the sum of (i) 60,311,961 shares of Depomed common stock outstanding as of July 30, 2015 (as reported in Depomed’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015), (ii) 6,748,006 shares of Depomed common stock issuable upon the exercise of outstanding stock options as of December 31, 2014 (as reported in Depomed’s Annual Report on Form 10-K for the year ended December 31, 2014), (iii) 544,464 shares of Depomed common stock subject to restricted stock awards as of December 31, 2014 (as reported in Depomed’s Annual Report on Form 10-K for the year ended December 31, 2014), and (iv) 19,167,261 shares of Depomed common stock issuable upon the conversion of Depomed’s outstanding convertible notes assuming that all such notes are converted after the completion of the offer on the expiration date but prior to the consummation of the second-step merger, and that Depomed elects to settle such notes using only shares of Depomed common stock (and for purposes of such settlement such shares are valued at $33.00 per share), less 2,250,000 shares of Depomed common stock in which Horizon Pharma, Inc. has an ownership interest, which will not be tendered in the offer and will be cancelled in any merger with Depomed) and (2) the average of the high and low sale prices of Depomed common stock as reported on the NASDAQ Global Select Market on September 4, 2015 ($26.43).

(2) Computed in accordance with Rule 0-11 under the Exchange Act to be $259,580.15, which is equal to 0.0001162 multiplied by the proposed maximum aggregate offering price of $2,233,908,319.56.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $259,580.15	Filing Party: Horizon Pharma Public Limited Company
Form of Registration No. Form S-4	Date Filed: September 8, 2015

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This Amendment No. 3 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities Exchange Commission on September 8, 2015 (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”) by Horizon Pharma Public Limited Company, a public limited company formed under the laws of Ireland (“Horizon”), and Diosail Merger Corporation, a California corporation and a wholly owned subsidiary of Horizon (“Purchaser”). The Schedule TO relates to the offer by Horizon, through Purchaser, to exchange each issued and outstanding share of common stock, no par value (including the associated rights to purchase preferred stock, the “Depomed common stock”), of Depomed, Inc., a California corporation (“Depomed”), that is validly tendered and not properly withdrawn prior to the expiration date, for 0.95 ordinary shares of Horizon, nominal value $0.0001 per share (including any cash paid in lieu of a fractional Horizon ordinary share), subject to the procedures described in (1) the Offer to Exchange, dated September 25, 2015 (the “Offer to Exchange”), and (2) the related Letter of Transmittal (the offer reflected by such terms and conditions, as they may be amended, supplemented or extended from time to time, constitutes the “Offer”).

On September 25, 2015, Horizon filed Amendment No. 1 to its Registration Statement on Form S-4 (the “Registration Statement”), of which the Offer to Exchange forms a part. The terms and conditions of the Offer are set forth in the Offer to Exchange and the related Letter of Election and Transmittal, which are set forth as Exhibits (a)(4)(A) and (a)(1)(A) to the Schedule TO.

All information contained in the Offer to Exchange and the Letter of Election and Transmittal, and any prospectus supplement or other supplement thereto related to the Offer, is hereby expressly incorporated herein by reference in response to all items in the Schedule TO, and as more precisely set forth below.

All capitalized terms used in this Amendment No. 3 and not otherwise defined have the respective meanings ascribed to them in the Schedule TO.

Items 1 through 11.

Items 1 through 11 of the Schedule TO are hereby amended and supplemented as set forth in the Offer to Exchange, which is filed as Exhibit (a)(4)(A) hereto.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

EXHIBIT NO.	DOCUMENT
(a)(4)(A)	Offer to Exchange, dated September 25, 2015.**
(a)(5)(C)	Investor presentation first used by Horizon Pharma Public Limited Company on September 17, 2015, as amended.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Diosail Merger Corporation
By:	/s/ Timothy P. Walbert
Name:	Timothy P. Walbert
Title:	Chairman, President and Chief Executive Officer

Horizon Pharma plc
By:	/s/ Timothy P. Walbert
Name:	Timothy P. Walbert
Title:	Chairman, President and Chief Executive Officer

Date: September 25, 2015

EXHIBIT INDEX

EXHIBIT NO.	DOCUMENT
(a)(1)(A)	Form of Letter of Transmittal.*
(a)(1)(B)	Form of Notice of Guaranteed Delivery.*
(a)(1)(C)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(D)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(4)(A)	Offer to Exchange, dated September 25, 2015.**
(a)(5)(A)	Press Release, dated September 8, 2015.***
(a)(5)(B)	Letter to Depomed, Inc. Shareholders, dated September 10, 2015.***
(a)(5)(C)	Investor presentation first used by Horizon Pharma Public Limited Company on September 17, 2015, as amended.
(b)	Not applicable.
(d)	Not applicable.
(g)	Not applicable.
(h)	Opinion of Cooley LLP regarding certain tax matters.****

* Incorporated by reference to the Horizon Registration Statement on Form S-4 filed on September 8, 2015.

** Incorporated by reference to Amendment No. 1 to the Horizon Registration Statement on Form S-4 filed on September 25, 2015.

*** Previously filed.

**** To be filed by amendment.

EX-99.(A)(5)(C)

Horizon Pharma plc

Acquisition

of

Depomed,

Inc.

Benefits

and

Considerations

September

2015

For Important Information About the Proposed Depomed Acquisition

Please visit www.horizonanddepomed.com

Exhibit (a)(5)(C)

Non-Confidential

Information

–

Horizon

Pharma

plc

Non-Confidential Information – Horizon Pharma plc

2

This presentation contains forward-looking statements, including, but not limited to, statements related to Horizon's offer to exchange

its ordinary shares  for all issued and outstanding shares of Depomed’s stock and the potential strategic and financial benefits thereof,

the future financial performance and prospects of each of Horizon and Depomed, Horizon’s business strategy and plans 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 the conditions to the exchange offer will not be

satisfied, Horizon will ultimately not pursue a transaction with Depomed or Depomed will reject engaging in any transaction with

Horizon;  if the conditions of the exchange offer are satisfied and/or 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;  risks

associated with 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 to the Horizon and Depomed's 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.  Horizon Pharma undertakes no duty or

obligation to update any forward-looking statements contained in this presentation as a result of new information except as required by

applicable law or regulation. 

For full prescribing information refer to product websites.

Forward-Looking Statements

3

Non-Confidential Information – Horizon Pharma plc

Horizon Pharma provides certain financial measures such as adjusted EBITDA, or earnings before interest, taxes, depreciation and

amortization, pro forma net sales adjusted for sales of certain products pre-acquisition and adjusted net income that include

adjustments to GAAP figures. Adjustments to GAAP figures as well as EBITDA exclude acquisition transaction related expenses,

loss on debt extinguishment, as well as non-cash items such as share-based 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. In the case of

pro forma net sales, the figures exclude net sales of orphan and oncology products and include net sales attributed to other

companies that marketed certain products prior to their acquisition by Horizon Pharma or Depomed, as applicable. 

Horizon Pharma believes that these non-GAAP financial measures, when considered together with the GAAP figures, can

enhance an overall understanding of Horizon Pharma's and Depomed’s financial performance.  The non-GAAP financial measures

are included with the intent of providing investors with a more complete understanding of the Company’s operational results, trends

and expectations, including in relation to Depomed.  In addition, these non-GAAP financial measures are among the indicators

Horizon Pharma’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.  The Company has not

provided a reconciliation of adjusted EBITDA or adjusted net income outlook for future periods to a net income (loss) outlook

because certain items that are a component of net income (loss) but not part of adjusted EBITDA and/or adjusted net income, such

as the gain (loss) on derivative revaluation associated with convertible senior notes, stock compensation, acquisition related

expenses and certain purchase accounting items such as intangibles and step-up inventory, cannot be reasonably projected, either

due to the significant impact of changes in Horizon Pharma's or Depomed’s stock price on share-based compensation, the

variability associated with acquisition related expenses due to timing and other factors.

Note Regarding Use of Non-GAAP Financial Measures

Non-Confidential Information – Horizon Pharma plc

4

60% Premium offer

(1)

Pro forma ownership above Depomed’s relevant contribution

Horizon’s commercial model has potential to increase net sales

Sizable expected operating cost and tax synergies

Enhanced scale and financial flexibility expected

Major diversification of net sales

Horizon’s longer life products and development programs

Substantial reduction in key risks expected

Published analyst reports and investors we have spoken with are

overwhelmingly supportive

Significant and Immediate Adjusted EPS Accretion Expected

for Both Horizon and Depomed Shareholders

(1)

Premium based on 15-day VWAP of Horizon’s stock as of August 12, 2015 and based on Depomed’s unaffected close price on July 6, 2015.

Horizon’s Offer to Acquire Depomed Is In Our View Compelling

For Both Depomed and Horizon Shareholders

Depomed continues to work against the best interests of shareholders

Non-Confidential Information – Horizon Pharma plc

60%

Premium

Offer

(1)

Horizon Pharma Has Delivered A Compelling Offer

5

Implied Premiums to Initial and Current Proposal

Implied Premiums to Initial and Current Proposal

Reference

Price

Revised

Proposal

(7/21)

$33.00

Exchange

Ratio

Proposal

(2)

(8/13)

$27.74

Implied

Premium

to

Pre-Announce

(July

6

th

)

Pre-Announce

$20.64 

42%

60%

34%

30-Day VWAP

(3)

$21.41

37%

54%

30%

VWAP of Trades

> $20.00

(4)

$22.87

28%

44%

21%

Premium to Pre-Announce

+ Index Performance Post Announce

NBI Index

$19.79

(5)

48%

67%

40%

S&P 500

$19.74

(6)

48%

67%

41%

Initial Public

Proposal

(7/7)

$29.25

Notes: Unless otherwise noted, all premium figures based on $34.74 HZNP stock price and an exchange ratio of 0.95x.

(1)

Premium based on 15-day VWAP of Horizon’s stock as of August 12, 2015 and based on Depomed’s unaffected close price on July 6, 2015, the day prior to the public announcement 

of the Horizon Pharma proposal.

(2)

Based on current Horizon share price of $29.20 as of 9/15/2015 and exchange ratio of 0.95x. Exchange ratio was set based on $33.00 per share offer price for Depomed stock and 

15-day

(2)

volume weighted average price (VWAP) of Horizon stock as of August 12th of $34.74, which implies a 60% premium.

(3)

VWAP based on trading days.

(4)

Based on daily closing price.

(5)

Depomed pre-announce price ($20.64) + NBI Index price performance since 7/6 though 9/15 (-4.1%).

(6)

Depomed pre-announce price ($20.64) + S&P 500 price performance since 7/6 through 9/15 (-4.4%).

Fair and Compelling Offer

Offer delivers a compelling premium

on a number of Depomed trading

metrics

Depomed’s pre-offer, public market

price is a reflection of the market

perception of its inherent value 

Adjusting Depomed’s pre-offer,

public market price for subsequent

trading performance of the NBI and

S&P 500 indices implies a 40% and

41% premium, respectively

Non-Confidential Information – Horizon Pharma plc

Pro Forma Ownership Above Depomed’s Relevant

Contribution

32%

37%

25%

27%

27%

0%

10%

20%

30%

40%

August 13 Proposal

August 13 Proposal

w/Debt Payoff

2016E

2017E

2018E

Pro Forma Depomed Ownership

(1)

6

(2)

(1)

Pro

Forma

Adjusted

Net

Income

Contribution

(3)

(approximates after-tax cash flow contribution)

(1)

With respect to Horizon ownership, based on 173mm shares as of August 15, 2015, including outstanding restricted stock units at full value,  eligible performance stock units based on

then-current achievement of performance vesting metrics, settlement of outstanding options and warrants using the treasury stock method, and no shares issued upon conversion of

exchangeable notes (based on Horizon expectation to settle notes using future sources of cash upon maturity or earlier conversion).  With respect to Depomed ownership, based on

Horizon estimate from public filings of 85mm shares, including outstanding restricted stock units at full value, settlement of options using treasury stock method, and 19.2mm shares

issued upon settlement of convertible notes (assuming note holders convert upon make-whole fundamental change and Depomed settles exclusively in shares).

(2)

For illustrative purposes only, based on 21mm shares issued to settle $575mm term loan and related make whole at $33.00 per share of Depomed stock, if Depomed and the lenders

agreed to repayment in equity.

(3)

Depomed 2016E-2018E Adjusted Net Income of $105mm, $145mm, and $174mm; Horizon 2016E-2018E Adjusted Net Income $318mm, $402mm, and $462mm, which are based on

median estimates from Bloomberg and Wall Street research reports available to Horizon published since each company released Q2 2015 earnings (8/07/15 for Horizon and 7/29/15 for

Depomed).

Non-Confidential Information – Horizon Pharma plc

7

VIMOVO

NUCYNTA ER

NUCYNTA IR

PENNSAID 2%

% Change

150%

250%

350%

+18%

+15%

+3%

+306%

-

5%

5%

15%

25%

35%

0

1

2

3

4

5

6

7

8

9

10

11

12

Week from Launch / Re-Launch

TRx % Change vs. Re-Launch Week

At Week 12 Post Re-Launch, PENNSAID 2% TRx

Were up 306% and VIMOVO TRx

Were up

18%, While NUCYNTA IR and ER are up Only 3% and 15%, respectively

Shouldn’t the Dedicated Efforts of 275 Sales Reps Generate Better Prescription Growth?

Horizon’s Commercial Model Has Potential to Increase Net Sales

NUCYNTA Re-Launch Results To Date Are In Our View Uninspiring

Source: IMS NPA Weekly.

Note: Re-launch dates as follows: VIMOVO 1/3/2014;  PENNSAID 2% 1/2/2015;  NUCYNTA IR/ER 6/12/2015 per Depomed Corporate Presentation dated September 15, 2015 (transaction closed

on April 2, 2015).

Non-Confidential Information – Horizon Pharma plc

8

6/12/15

6/19/15

6/26/15

7/3/15

7/10/15

7/17/15

7/24/15

7/31/15

8/7/15

8/14/15

8/21/15

8/28/15

9/4/15

DUEXIS

PENNSAID 2%

VIMOVO

NUCYNTA IR

NUCYNTA ER

Total

Prescriptions

for

PENNSIAD

2%

Increased

454%,

DUEXIS

121%,

VIMOVO

42%       

but

NUCYNTA

ER

Only

8%

and

NUCYNTA

IR

Decreased

5%

% Change

400%

450%

500%

550%

-50%

0%

50%

100%

150%

Year-Over-Year Weekly TRx % Increase Since NUCYNTA Re-Launch Date

Horizon’s Commercial Model Has Potential to Increase Net Sales

NUCYNTA Re-Launch Results To Date Are In Our View Uninspiring

Source: IMS NPA Weekly.

Note: Re-launch for NUCYNTA IR/ER 6/12/2015 per Depomed Corporate Presentation dated September 15, 2015 (transaction closed on April 2, 2015).

Non-Confidential Information – Horizon Pharma plc

HZNP +42% vs DEPO -4%

TRx Growth:  1H 2015 vs. 2H 2014

(1)(2)

Source:  IMS NPA Monthly;  Horizon Pharma and Depomed quarterly and annual filings.

(1)

Excludes NUCYNTA, and the Orphan and Oncology businesses (LAZANDA, ACTIMMUNE, BUPHENYL, and RAVICITI).

(2)

PENNSAID 2% was marketed by Mallinckrodt during 2014.

(3)

Net sales estimate based on Nuvo Research reported royalties paid to Mallinckrodt noted in their annual and quarterly reports.

HZNP +35% vs DEPO +5%

Net Sales Growth:

1H 2015 vs. 2H 2014

(1)(2)

Prescriptions

Net Sales

9

?

VIMOVO

PENNSAID 2%

(3)

DUEXIS

RAYOS

CAMBIA

ZIPSOR

GRALISE

352,361

501,327

243,389

234,515

HZNP

2H 2014

HZNP

1H 2015

DEPO

2H 2014

DEPO

1H 2015

$157

$211

$60

$62

HZNP

2H 2014

HZNP

1H 2015

DEPO

2H 2014

DEPO

1H 2015

Horizon’s Commercial Model Has Potential to Increase Net Sales

Case Study:  Horizon vs. Depomed Growth Excluding NUCYNTA

Non-Confidential Information – Horizon Pharma plc

HZNP +42% vs DEPO -4%

TRx Growth:  1H 2015 vs. 2H 2014

(1)(2)

HZNP +35% vs DEPO +13%

Net Sales Growth:

1H 2015 vs. 2H 2014

(1)(2)

Prescriptions

Net Sales

10

?

VIMOVO

NUCYNTA IR / ER

(4)

PENNSAID 2%

(3)

DUEXIS

RAYOS

CAMBIA

ZIPSOR

GRALISE

656,857

630,493

HZNP

2H 2014

HZNP

1H 2015

DEPO

2H 2014

DEPO

1H 2015

$157

$211

$146

$164

HZNP

2H 2014

HZNP

1H 2015

DEPO

2H 2014

DEPO

1H 2015

Horizon’s Commercial Model Has Potential to Increase Net Sales

Case Study:  Horizon vs. Depomed Growth Including NUCYNTA

352,361

501,327

(1)

Excludes the Orphan and Oncology businesses (LAZANDA, ACTIMMUNE, RAVICITI and BUPHENYL).

(2)

PENNSAID 2% was marketed by Mallinckrodt during 2014;  NUCYNTA was marketed by Janssen during 2014 and Q1 2015.

(3)

Net sales estimate based on Nuvo Research reported royalties paid to Mallinckrodt noted in their annual and quarterly reports.

(4)

FY2014 actual net sales (DEPO 4/2/2015 8-K) is pro rated among the 2014 quarters based on TRx IMS volume. Q1 2015 actual net sales  from 8-K.

Source:  IMS NPA Monthly;  Horizon Pharma and Depomed quarterly and annual filings.

Non-Confidential Information – Horizon Pharma plc

Horizon’s Commercial Model Has Potential to Increase Net Sales

PENNSAID 2% Demonstrates the Power of Horizon’s Model

(1)

Estimated based on Nuvo Research reported royalties from Mallinckrodt.

(2)

Includes allowed patents announced on 8/27/15 and 9/2/2015 that are not yet listed.

(1)

Example of Horizon Growing Acquired Medicines Quickly

Net Sales

Transaction Highlights

•

Acquired in October 2014 from

Nuvo Research for $45mm

•

Immediate and rapid growth in

PENNSAID 2% prescriptions

and sales

•

Maximizing value through

price and lower patient co-pay

•

$48mm in net sales in 1H 2015

•

Added 6 new Orange Book

listed patents since the

acquisition, extending patent

life

to

2030

(2)

11

?

$13.5

$18.2

$29.4

$-

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

2014

1Q:15

2Q:15

Non-Confidential Information – Horizon Pharma plc

(1)

AstraZeneca 2013 Annual Report.

(2)

Includes

allowed

patent

announced

on

8/20/15

that

is

not

yet

listed.

Example of Horizon Growing Acquired Medicines Quickly

Net Sales

Transaction Highlights

•

Acquired in November 2013

from AstraZeneca for $35mm

•

Immediate and rapid growth in

VIMOVO prescriptions and net

sales

•

Maximizing value through

price and lower patient co-pay

•

$163mm in net sales in 2014

•

Added 4 new Orange Book

listed patents since

acquisition, extending patent

life to 2031

(2)

12

Horizon’s Commercial Model Has Potential to Increase Net Sales

VIMOVO Demonstrates the Power of Horizon’s Model

(1)

$20.0

$34.0

$42.4

$-

$5.0

$10.0

$15.0

$20.0

$25.0

$30.0

$35.0

$40.0

$45.0

$50.0

2013

1Q:14

2Q:14

Non-Confidential Information – Horizon Pharma plc

% of TRx Filled via PME

(4 Week Average)

DUEXIS -

% PME Penetration

Activating PME Throughout U.S. is Optimizing Operations                    

and Ensuring High Level of Customer Service

13

DUEXIS -

IMS TRx

IMS TRxs

(4 Week Average)

Exclusion Lists

Effective Date

VIMOVO -

% PME Penetration

VIMOVO -

IMS TRx

PENNSAID 2% -

% PME Penetration

PENNSAID 2% -

IMS TRx

% of TRx Filled via PME

(4 Week Average)

IMS TRxs

(4 Week Average)

% of TRx Filled via PME

(4 Week Average)

IMS TRxs

(4 Week Average)

Source:  IMS NPA, PSKW Data, PME  Pharmacy Data.

Exclusion list effective date.

Horizon’s Commercial Model Has Potential to Increase Net Sales

PME has been Successful in Driving Script Growth

0

2000

4000

6000

8000

10000

12000

14000

0%

10%

20%

30%

40%

50%

60%

70%

80%

0

1000

2000

3000

4000

5000

6000

7000

8000

9000

10000

0%

10%

20%

30%

40%

50%

60%

70%

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

Exclusion Lists

Effective Date

Non-Confidential Information – Horizon Pharma plc

275 Sales Reps

24 Sales Reps

(1)

Source: Depomed Corporate Presentation dated September 15, 2015.

14

Horizon’s Commercial Model Has Potential to Increase Net Sales

Current Depomed Commercial Structure

(1)

Pain / Neurology

Oncology

Non-Confidential Information – Horizon Pharma plc

14 Clinical Science

Associates

Orphan Diseases

325 Sales Reps

Primary Care

290 Sales Reps

Pain / Neurology

Specialty

24 Sales Reps

Neurology

40 Sales Reps

40 Sales Reps

Oncology

Rheumatology

55 Additional Sales Reps to Market NUCYNTA, GRALISE and CAMBIA

15

Horizon’s Commercial Model Has Potential to Increase Net Sales

Planned Structure Provides a Larger, More Focused Sales Force

Non-Confidential Information – Horizon Pharma plc

Operational Synergies

(1)

Tax Synergies

Horizon expects combined company tax rate

to be in the mid-single digits, increasing to

the low-teens over the next five years

We believe that the costs of operating

Depomed’s existing business could be

significantly reduced through the elimination

of certain general and administrative costs,

including consolidation of locations,

reductions in headcount and elimination of

duplicate external costs, including public

company expenses

“DEPO should have a long term tax rate in

the high 30's.”

Piper Jaffray, July 7, 2015, Depomed

“DEPO pays a corporate tax rate of 37%

and HZNP of course has a tax-advantaged

corporate structure in place.”

Piper Jaffray, July 7, 2015, Depomed

“Given the broader platform, larger

anticipated rep base and re-price potential

we think HZNP could drive upside.

NUCYNTA is the biggest value driver with

each 500 bps of annual TRx growth through

2022E driving +$3 in NPV (and opportunity

in other products).

Other synergy

opportunities are to refinance the 10.75%

debt, cut G&A and lower the full DEPO tax

rate.”

RBC, July 8, 2015, Depomed

16

Note:  Permission to use quoted material was neither sought nor obtained.

(1)

Based on Horizon’s internal estimates and plans.

Sizable Expected Operating Cost and Tax Synergies

Non-Confidential Information – Horizon Pharma plc

Enhanced Scale & Financial Flexibility Expected

Standalone  

Horizon

Standalone

Depomed

Pro Forma

Company

2015E Net Sales

(1)

$660 -

$680mm

$320 -

$340mm

$980 -

$1,020mm

2015E Adj. EBITDA

(1)

$265 -

$280mm

$95 -

$110mm

$360 -

$390mm

Sales Reps

(1)

~385

~300

700+

Market

Cap

(2)

$4.6bn

$1.7bn

~$6.3bn

Total Debt / 2015E Adj.

EBITDA

(1) (3)

~4.7x

~9.0x

~3.9x

Average

Borrowing

Interest Rate

(4)

5.65%

10.75%

~5.50% -

5.75%

17

We believe the combined business will be larger, more diversified and better positioned to accelerate growth

(1)

Standalone amounts based on Horizon management guidance in the Q2 2015 Earnings Press Release dated August 7, 2015 and Depomed management guidance in stated in their

Corporate Presentation dated September 15, 2015. Pro forma amounts are the sum of such standalone amounts.

(2)

Market data as of 9/15/2015 assuming Horizon 159.2mm basic shares outstanding and stock price of $29.20 and Depomed 60.3 basic shares outstanding and stock price of $27.85. 

(3)

Represents total debt / 2015 estimated Adjusted EBITDA.  Based on current Depomed debt of $920mm and Adjusted EBITDA of $102.5mm (midpoint of Depomed guidance) and Horizon

debt of $1,275mm and adjusted EBITDA of $272.5mm (midpoint of Horizon  guidance). Pro forma assumes retirement of Depomed $575mm debt facility, retirement of the $345mm

convertible debt and $175mm in incremental senior term loan. By this presentation, Horizon is not confirming or updating prior financial guidance. 

(4)

Based on latest pure debt financings excluding convertible debt. Includes HZNP $400mm term loan at 4.5% and $475mm high yield note at 6.625%. Includes DEPO term loan at 10.75%. 

Horizon expects the combination would provide additional financial flexibility and increased free cash flow, 

enhanced access to the capital markets and considerably lower borrowing costs

Non-Confidential Information – Horizon Pharma plc

NUCYNTA

ZIPSOR

CAMBIA

GRALISE

LAZANDA

RAYOS

PENNSAID 2%

VIMOVO

DUEXIS

ACTIMMUNE

RAVICTI

BUPHENYL

(1)

Source: Horizon Pharma and Depomed Q2 2015 10-Q, as applicable.

DEPO % of Net Sales By Medicine

(1)

Pro Forma Combined % of Net Sales

By Medicine

(1)

Major Diversification of Net Sales

Reduced Reliance on NUCYNTA

18

60%

22%

7%

4%

21%

8%

4%

3%

2%

1%

1%

7%

7%

10%

11%

15%

17%

Currently

NUCYNTA

accounts

for

60%

of

Depomed’s

net

sales

(1)

Pro

forma,

no

single

medicine

would

comprise

more

than

21%

of

net

sales

(1)

Non-Confidential Information – Horizon Pharma plc

Year    2022    2023    2024    2025    2026    2027    2028    2029    2030    2031

50% of Horizon’s 2Q 2015 Net Sales Were From Medicines

With Patent Terms Beyond 2025

19

Horizon’s Longer Life Products and Development Programs

Horizon

Patent

Terms

Extend

Well

Beyond

2025

Cliff

for

Depomed

Products

2032

Non-Confidential Information – Horizon Pharma plc

Initial IP Position

IP Today

•

No Orange Book (OB)

listed patents at

approval

•

6 OB listed  patents

•

Settled Par litigation by granting a right to

market beginning January 1, 2023

•

1 allowed and 6 OB

listed patents at

acquisition in 4Q 2014

•

4 allowed and 9 OB listed patents with

protection to 2030

•

Settled Paddock (Perrigo) litigation by

granting a right to market beginning January

10, 2029

•

2 OB listable patents

at acquisition in 2Q

2010

•

1 allowed and 6 OB listed patents with

protection to at least 2024

•

2 OB listed patents

(excluding esomeprazole

patents)

•

1 allowed, 5 listed OB patents (excluding

esomeprazole patents) and 1 process patent

with protection to at least 2031

20

Horizon’s Longer Life Products and Development Programs 

Horizon Aggressively Augments Acquired IP with Additional Filings…

Non-Confidential Information – Horizon Pharma plc

Horizon’s Longer Life Products and Development Programs

…while Strengthening IP for Orphan Medicines

21

Initial IP Position

IP Today

•

2 U.S. patents

extending to 2022;

perpetual Genentech

know-how license

•

2 U.S. patents extending to 2022; perpetual

Genentech know-how license

•

Orphan Drug Designation in October 2014

for FA

•

1 allowed and 3 OB listed patents with

protection to 2032

•

3 OB listed patents

with protection to

2032

Non-Confidential Information – Horizon Pharma plc

•

Friedreich's Ataxia (FA), a debilitating,

life-shortening, ultra-orphan disorder

with no FDA approved treatment

•

Prevalence

of

~3,700

U.S.

Patients

(2)

•

2,400 patients in Friedreich’s Ataxia

Research Alliance (FARA) registry  

(1,400

in

the

U.S.)

(2)

•

No FDA approved treatment

•

Started

pivotal

Phase

3

study

on

June 5, 2015

(1)

Based on patient population estimates from the Friedreich’s Ataxia Research Alliance (FARA) and ACTIMMUNE sales price.

(2)

FARA as of September 2015.

•

Co-therapy with PD-1/PD-L1 inhibitors

•

Autosomal Dominant Osteopetrosis

(ADO) and intermediate forms:   ~ 600 to

1,600 patients in the U.S.

ACTIMMUNE in FA

Potential

$500

to

$1B

Opportunity

(1)

ACTIMMUNE

Additional Potential Indications

22

Horizon’s Longer Life Products and Development Programs

Depomed In Our View Would Benefit from Horizon’s Development Programs

Non-Confidential Information – Horizon Pharma plc

Note: Permission to use quoted material was neither sought nor obtained.

•

Milestone & royalty agreement related to

IW-3718 with Ironwood

•

Milestone & single digit royalty agreement

related to Xartemis XR and MNK-155 with

Mallinckrodt

–

Both medicines have been

abandoned by Mallinckrodt

DEPOMED R&D Opportunity?

“We had been evaluating the performance

of XARTEMIS XR.

And certainly, as the

company has changed its focus to

autoimmune rare diseases in the hospital

sector, our emphasis on the office space

pain activities has certainly been less

strategic.

And so in light of that change in

strategic direction, coupled with the

performance of XARTEMIS XR, as of June,

we have discontinued promotion of

XARTEMIS XR, and we're considering a

number of different strategic alternatives for

that product.”

23

“…called MNK-155, and it's a combination

product of hydrocodone and acetaminophen with

similar technology to that of XARTEMIS XR.  And

again, it would be focused on the office space

pain marketplace, which, as I mentioned, is not

really a strategic focus for us going forward.”

Horizon’s Longer Life Products and Development Programs

Depomed In Our View Would Benefit from Horizon’s Development Programs

-

Mark Trudeau

-

Mark Trudeau

CEO Mallinckrodt, August 4, 2015

CEO Mallinckrodt, August 4, 2015

Non-Confidential Information – Horizon Pharma plc

24

(1)

Represents total debt / 2015 estimated adjusted EBITDA. Based on current Depomed debt of $920mm and  estimated 2015 adjusted EBITDA of $102.5mm (midpoint of Depomed guidance) and Horizon

debt of $1,275mm and estimated 2015 adjusted EBITDA of $272.5mm (midpoint of Horizon guidance).  By this presentation, we are neither confirming nor updating prior guidance.

(2)

Based on patient population estimates from the Friedreich’s Ataxia Research Alliance (FARA) and current ACTIMMUNE sales price.

Substantial Reduction in Key Risks Expected

Depomed’s Business is Less Diversified and Highly Leveraged

$

in millions

Diversified Product

Portfolio

Patent Terms on

Marketed Products

Patent terms beyond 2025!

Patent terms beyond 2025?

Orphan

Platform

Pipeline

Potential $500M to $1B for

ACTIMMUNE in FA Alone

(2)

????

M&A Capacity

(1)

Significant capacity:                   Reduced due to high debt levels:

4.6x leverage

9.0x leverage

Pain

Specialty

Primary Care

Orphan

Non-Confidential Information – Horizon Pharma plc

Source: Wall Street Research.

Note:

Permission to use quoted material was neither sought nor obtained.

(1)

Factset and NASDAQ.

“Perception that this deal may

not generate an adequate

amount of synergies to be

attractive does not make sense

to us.

If we looked through

Horizon's past deal transaction

history, none was built on cost

cutting

-

rather

all

were

based

on generating revenue upside

from increased promotion and

better pharmacy pull through.

We see the Depomed deal as

being no different.”

Leerink, Depomed

“Per our earlier note, we believe

the asset is worth more in the

hands of Horizon given the

greater S&M resources Horizon

could provide, cost savings

opportunity, ability to refinance

the 10.75% debt and expected

reduction of the tax burden.”

“Viewing the proposed

Depomed transaction within that

broader context of Horizon's

evolution, we believe this

transaction makes exceedingly

good strategic sense, is nicely

value creating and provides

enhanced and durable

diversification.”

Cowen, Horizon

“The debate whether Depomed

overpaid for Nucynta is yet to be

determined, but we believe this

is a growth product and the

numbers work better within

Horizon with the significant tax

advantages.”

“We continue to view a HZNP-

DEPO combination as attractive,

and believe HZNP has made a

strong case to DEPO

shareholders.”

Stifel, Horizon

25

As

of

6/30/2015,

Horizon

Shareholders

Owned

66%

(1)

of

Depomed’s

Outstanding

Shares

RBC, Depomed

Guggenheim, Horizon

Published Analyst Reports and Investors That We Have

Spoken With Are Overwhelmingly Supportive

Non-Confidential Information – Horizon Pharma plc

26

Source: Bloomberg.

(1)

Based on Depomed’s unaffected stock price of $20.64 as of July 6, 2015, the day prior to the announcement of the Horizon Pharma proposal. Horizon Pharma stock price of $34.54 as of July 6, 2015.

168%

113%

333%

28%

45%

269%

0%

50%

100%

150%

200%

250%

300%

350%

YTD

1 -Year

3-Year

HZNP

DEPO

Total Shareholder Return as of July 6, 2015

(1)

Published Analyst Reports and Investors That We Have

Spoken With Are Overwhelmingly Supportive

Non-Confidential Information – Horizon Pharma plc

•

Horizon

attempted

to

engage

Depomed

numerous

times

and

through

intermediaries

–

Each

attempt

has

been

rebuffed

without

meaningful

engagement

–

Depomed’s

Management

continues

to

reject

a

60%+

premium

(1)

•

Depomed

has

yet

to

explain

and

quantify

how

it

plans

to

increase

shareholder

value

to

the

level

of

Horizon’s

offer

•

Depomed’s

Management

credited

themselves

with

a

200%

2014

bonus

multiplier

related

to

NUCYNTA

when

the

transaction

closed

in

April

2015

–

The

amounts

were

considered

by

the

compensation

committee

on

January

15

th

and

final

executive

compensation

determinations

were

made

on

February

4

th

(2)

–

The

transaction

was

not

announced

until

January

15,

2015

and

the

deal

didn’t

close

until

April

2,

2015

27

(1)

Premium based on 15-day VWAP of Horizon’s stock as of August 12, 2015 and based on Depomed’s unaffected close price on July 6, 2015.

(2)

Depomed 14a filed on April 6, 2015.

Depomed Continues to Work Against the Best Interests of

Shareholders

Non-Confidential Information – Horizon Pharma plc

28

Depomed

Continues to Work Against the Best Interests

of Shareholders

Horizon Pharma believes that Depomed will do whatever it can to delay

Depomed’s shareholders from expressing their views on Horizon Pharma’s

proposals

On July 12

, Depomed’s board adopted the Poison Pill

That same day, Depomed’s board amended the Depomed bylaws to allow the

Depomed board to delay any special meeting of Depomed shareholders to vote

on any Horizon Pharma proposals for almost five months

On August 21    

, Depomed informed Horizon Pharma that it was not allowing

Horizon Pharma to hold a single special meeting to hear all of its proposals

without incurring further delays

On August 31  

, Depomed informed Horizon Pharma that it had set the record

date for determining shareholders eligible to call the first special meeting as

October 29, 2015, 87 days after the initial request and the SECOND TO LAST

possible day that it could under the Depomed bylaws

On September 15      

, Depomed informed Horizon Pharma that it had set the

record date for determining shareholders eligible to call the second special

meeting as November 13, 2015, 86 days after the initial request and the THIRD TO

LAST possible day it could under the Depomed bylaws

th

th

st

st

Non-Confidential Information – Horizon Pharma plc

29

Depomed Continues to Work Against the Best Interests of

Shareholders

•

Absent the Poison Pill and the most recent Depomed bylaw amendments, any

Depomed

shareholder(s) owning 10% or more of the shares could have called a

special meeting to hear Horizon Pharma’s proposals without incurring associated

delays

Special meeting request could have happened July 9

    and the special meeting 

would have already been called

th

Non-Confidential Information – Horizon Pharma plc

Actions to Date in Furtherance of Our Efforts to

Acquire Depomed

30

(1)

Depomed ignored Horizon’s request to set the same Request Record Date for both Meeting one and Meeting two to ensure that the same group of shareholders is entitled to call both of the Special Meetings

and that Horizon is able to call the Special Meetings as of dates that are close in time, if not the same day, under the Company’s shareholder-called special meeting process without delaying the calling of

Meeting one.

On September 8

     ,commenced an exchange offer to acquire all of Depomed’s

common shares 

On September 8  ,filed definitive Solicitation Materials to call for two Special

Meetings of Depomed shareholders as follows

Meeting One:  Removal of Depomed’s directors and recession of the most recent

Depomed bylaw changes

      Request Record Date set by Depomed as October 29

th

Meeting Two:  Election of the new slate of directors

          Request Record Date set by Depomed as November 13

th

Solicitation commenced on September 8

Horizon Pharma purchased 2.25 million shares of Depomed common stock

representing approximately 3.73% of such shares outstanding

On August 3

    , Horizon Pharma filed a lawsuit challenging legality of the Poison Pill 

and most recent Depomed bylaw changes

The Court has set a hearing date of November 5, 2015

th

th

th

rd

(1)

:

Non-Confidential Information – Horizon Pharma plc

31

Special Meetings

#1 Removal and Bylaw

Amendments

#2 Election of Directors

Exchange

Offer

Nov 5

th

Hearing on legality of Poison Pill

Sept 8

th

Exchange offer made

and Proxy Solicitation

commenced

Oct 29

th

Special Meeting Request

Record Date Meeting #1

Special

Meeting #1

Request

Litigation

TBD

Special Meeting #2

Special Meeting Notes

•

From the applicable Request

Record Date, Horizon has up to 30

days to solicit proxies

•

The Meeting Date must be set 35 to

60 days from the applicable Special

Meeting Request Date

Nov 13

th

Special Meeting Request

Record Date Meeting #2

Special

Meeting #2

Request

Nov 6

th

Exchange offer

expires

(1)

(1)

Unless  extended by Horizon.

Visibility of shares tendered into the Exchange

Offer

Sept 14

th

DEPO 14D-9

Response filed

TBD

Special Meeting #1

September

October

November

December

January

Events Expected to Occur in the Next Several Months

Non-Confidential Information – Horizon Pharma plc

32

(1)

Please review the full solicitation materials and additional information at www.horizonanddepomed.com. Neither the calling or holding of the special meetings or actions that could result from such meetings

necessarily

would

result

in

a

Depomed

acquisition.

What We are Asking You to Do Now

(1)

Meeting  One:  Removal of Depomed’s directors and rescission of the most recent 

bylaw changes (White Proxy Card)

Meeting Two:  Election of the new slate of directors (Blue Proxy Card)

Tender White and Blue Proxy Cards to call for the two Special Meetings of

shareholders

Tender your Depomed shares into the offer in exchange for 0.95x Horizon 

Pharma shares for every Depomed share

Non-Confidential Information – Horizon Pharma plc

Key Transaction Events to Date

THIRD OFFER (PUBLIC)

FOURTH OFFER (PUBLIC)

After 6

months of attempts at initiating discussions and multiple increased offers,

Depomed has continued to refuse to have any meaningful discussions about a transaction

May 27th

Horizon offers Depomed

$29.25 / share all-stock

transaction

March 11th

Horizon contacts Depomed

to discuss potential

transaction

FIRST OFFER (PRIVATE)

June 12

th

Horizon sends Depomed

follow-up letter reiterating

merits of offer

June 25

th

Depomed rejects offer

July 7

th

Horizon publicly announces

proposal of $29.25 / share

all-stock transaction

July 13

th

Depomed announces adoption of poison-pill /

amendment of bylaws to extend time to call a

special shareholder meeting

FIRST OFFER (PUBLIC)

Weekend of July 10

th

Based on the suggestion of

Depomed’s financial advisor,

Horizon’s financial advisors

communicate willingness to

increase offer to $32.25

contingent upon Depomed

engaging. No response from

Depomed

SECOND OFFER (PRIVATE)

July 21

st

Horizon publicly

increases its offer price

from $29.25 to $33.00 /

share

August 3

rd

Horizon publicly announces intention to seek a special

shareholder meeting and files lawsuit challenging

legality of Poison Pill and the most recent changes to

the Depomed bylaws

Depomed files lawsuit stating Horizon’s bid was

predicated upon use of confidential NUCYNTA

information

August 13

th

Horizon publicly fixes

exchange ratio, offering

0.95x HZNP shares for

each DEPO share in an all

stock offer, equal to $33.00

per share based on 15-day

VWAP as of August 12,

2015

July 29

th

Depomed rejects

third offer

August 19

th

Depomed rejects fourth

offer (and possible

amendment to include

cash election)

33

March

May

June

July

August

Sept.

August 31

st

Depomed sets request for

Meeting One record date

for October 29

th

September 8

th

Horizon files exchange offer and

definitive solicitation materials to call for

special shareholders meeting with the

SEC and files HSR

September 15

th

Depomed sets request for

Meeting Two record date for

November 13

th

September 14

th

Depomed files revocation

statement and 14D-9

Non-Confidential Information – Horizon Pharma plc

Summary of Key Exchange Offer Terms

Offer and

Consideration

Implied

Premium &

Ownership

(1)

VWAPs based on trading days.

(2)

August 12, 2015 was the day before Horizon Pharma confirmed the exchange ratio for the proposal

(3)

With respect to Horizon ownership, based on 173mm shares as of August 15, 2015, including outstanding restricted stock units at full value,  eligible performance stock units based on then-current achievement

of performance vesting metrics, settlement of outstanding options and warrants using the treasury stock method, and no shares issued upon conversion of exchangeable notes (based on Horizon expectation to

settle

notes

using

future

sources

of

cash

upon

maturity

or

earlier

conversion).

With

respect

to

Depomed

ownership,

based

on

Horizon

estimate

from

public

filings

of

85mm

shares,

including

outstanding

restricted stock units at full value, settlement of options using treasury stock method, and 19.2mm shares issued upon settlement of convertible notes (assuming note holders convert upon make-whole

fundamental change and Depomed settles exclusively in shares).

(4)

For illustrative purposes only, based on 21mm shares issued to settle $575mm term loan and related make whole at an assumed 0.95x exchange ratio, if Depomed and the lenders agreed to repayment in

equity.

(5)

Premium based on 15-day VWAP of Horizon’s stock as of August 12, 2015.

(6)

July 6, 2015 was the day prior to the public announcement of the Horizon Pharma proposal.

34

0.95x exchange ratio of Horizon Pharma shares for every Depomed share

Exchange ratio was set based on $33.00 per share offer price for Depomed

stock and 15-day

volume weighted average price (VWAP) of Horizon

stock as of August 12

of $34.74

Offer expires on November 6, 2015 unless extended by Horizon

54% premium

to $21.41, Depomed’s 30-day

VWAP prior to July 6, 2015

60% premium

to $20.64, Depomed’s unaffected close on July 6, 2015

Depomed shareholders’ would have a pro forma ownership of 32.2% of

combined company on an outstanding share basis, a pro forma ownership of

31.7% on a fully diluted basis 

and a pro forma ownership of 36.7%  

on a

fully diluted basis if the $575mm Depomed Term Loan were settled in shares

(1)

th

(2)

(6)

(1)

(5)

(5)

(4)

(3)

Non-Confidential Information – Horizon Pharma plc

Summary of Key Exchange Offer Terms

Exchange

Offer

Conditions

35

Rescission of Poison Pill

–

Hearing on the legality of the Poison Pill to be held on November 5th

Due diligence

Horizon shareholder approval

–

Filed a preliminary proxy for a Special Meeting of Horizon Shareholders on

September 11th

Competition law approvals

–

Filed for Hart-Scot-Rodino (HSR) approval on September 8th

Minimum tender of Depomed shares

Registration and listing of newly issued Horizon Pharma shares

No restraints and no material adverse event

Other customary conditions

Non-Confidential Information – Horizon Pharma plc

36

60% Premium offer

Pro forma ownership above Depomed’s relevant contribution

Horizon’s commercial model has potential to increase net sales

Sizable expected operating cost and tax synergies

Enhanced scale and financial flexibility expected

Major diversification of net sales

Horizon’s longer life products and development programs

Substantial reduction in key risks expected

Significant and Immediate Adjusted EPS Accretion Expected

for Both Horizon and Depomed Shareholders

(1)

Premium based on 15-day VWAP of Horizon’s stock as of August 12, 2015 and based on Depomed’s unaffected close price on July 6, 2015.

(1)

Published analyst reports and investors we have spoken with are

overwhelmingly supportive

Horizon’s Offer to Acquire Depomed Is In Our View Compelling

For Both Depomed and Horizon Shareholders

Depomed continues to work against the best interests of shareholders

Non-Confidential Information – Horizon Pharma plc

Additional Information

37

This communication does not constitute an offer to buy or solicitation of any offer to sell or vote securities and is for informational purposes only. It relates to the offer commenced by

Horizon Pharma to exchange each issued and outstanding share of Depomed common stock for 0.95 Horizon ordinary shares. The offer will be made only through the Tender Offer

Statement on Schedule TO or the Prospectus/Offer to Exchange included in the Registration Statement on Form S-4 (including the Letter of Transmittal and related documents and as

amended from time to time, the “Exchange Offer Documents”) that Horizon Pharma has filed with the SEC.  This communication also relates to a solicitation by Horizon Pharma of

Depomed’s shareholders to call two special shareholders meetings to consider the principal proposals described in the Special Meetings Solicitation Statement (as defined below).  On

September 8 2015, Horizon Pharma filed a definitive solicitation statement and accompanying WHITE and BLUE proxy cards with the SEC with respect to the solicitation of proxies to

call two related special meetings of shareholders (including any amendments and supplements, the “Special Meetings Solicitation Statement”). Subject to further developments,

Horizon Pharma may file one or more supplements to the Special Meetings Solicitation Statement and additional solicitation statements and/or one or more proxy statements or other

documents with the SEC in connection with such special shareholders meetings, and Horizon Pharma (and, if a negotiated transaction is agreed upon, Depomed) may file one or

more registration statements, prospectuses, proxy statements, Exchange Offer Documents or other documents with the SEC in connection with the offer or any other proposed

transaction involving Horizon Pharma and Depomed. This communication is not a substitute for any solicitation statement, proxy statement or other document filed with the SEC in

connection with such special shareholders meetings or any registration statement, prospectus, proxy statement, Exchange Offer Document or other document Horizon Pharma

and/or Depomed may file with the SEC in connection with the offer or any other proposed transaction involving Horizon Pharma and Depomed. 

INVESTORS AND SECURITY HOLDERS OF HORIZON PHARMA AND DEPOMED ARE URGED TO READ CAREFULLY THE SPECIAL MEETINGS SOLICITATION STATEMENT (INCLUDING

ANY AMENDMENTS AND SUPPLEMENTS), THE ACCOMPANYING WHITE AND BLUE PROXY CARDS AND OTHER SOLICITATION STATEMENTS, PROXY STATEMENTS AND

DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE SPECIAL SHAREHOLDERS MEETINGS AND THE EXCHANGE OFFER DOCUMENTS (INCLUDING ANY AMENDMENTS

AND SUPPLEMENTS) AND ANY REGISTRATION STATEMENTS, PROSPECTUSES, PROXY STATEMENTS AND OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE

OFFER OR ANY OTHER PROPOSED TRANSACTION INVOLVING HORIZON PHARMA AND DEPOMED WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT

INFORMATION ABOUT HORIZON PHARMA, DEPOMED, THE SPECIAL SHAREHOLDERS MEETINGS, THE OFFER OR ANY OTHER PROPOSED TRANSACTION INVOLVING HORIZON

PHARMA AND DEPOMED, AS APPLICABLE.  

If your shares are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in "street name."  Only your broker or other nominee, as the

holder of record of your shares, may submit (i) a WHITE proxy card to join us in calling a special meeting to consider and vote on proposals for removing the current Depomed

board of directors and for amending the Depomed bylaws and/or (ii) a BLUE proxy card to join us in calling a second special meeting to elect a slate of Horizon’s nominees to the

Depomed board of directors contingent on the current directors being removed, and your bank, broker or other nominee may do so only with your specific instructions to do so. 

YOUR BANK, BROKER OR OTHER NOMINEE HAS PROVIDED YOU WITH A SINGLE VOTING INSTRUCTION FORM FOR PURPOSES OF VOTING ON THE MATTERS SET FORTH IN

BOTH THE WHITE PROXY CARD AND THE BLUE PROXY CARD.  PLEASE READ AND FOLLOW SUCH SINGLE VOTING INSTRUCTION FORM CAREFULLY IF YOU WISH TO JOIN US IN

CALLING ONE OR BOTH OF THE SPECIAL MEETINGS. PLEASE NOTE THAT THE SINGLE VOTING INSTRUCTION FORM PERMITS BENEFICIAL OWNERS TO "ABSTAIN" FROM VOTING

ON THE MATTERS SET FORTH ON THE WHITE AND BLUE PROXY CARDS; IF YOU, AS A BENEFICIAL OWNER SO ABSTAIN ON EITHER OR BOTH PROXY CARDS, YOUR ABSTENTION

WILL RESULT IN YOUR SHARES NOT BEING COUNTED TOWARDS OUR OBTAINING THE REQUISITE PERCENTAGE OF SHAREHOLDER SUPPORT FOR CALLING THE APPLICABLE

SPECIAL MEETING. 

Investors and security holders may obtain free copies of the Special Meetings Solicitation Statement, the Exchange Offer Documents and any other related documents (when they

are available) 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.”

Non-Confidential Information – Horizon Pharma plc

38

Horizon Pharma and/or Depomed and their respective directors, executive officers and certain other employees and the Horizon Pharma

nominees may be deemed participants in a solicitation of proxies in connection with the requests to call the special shareholders meetings.

You can find information about Horizon Pharma’s directors, executive officers and such certain other employees and any individuals Horizon

Pharma is seeking to nominate for election to the Depomed board of directors, as described in the Special Meetings Solicitation Statement,

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, Horizon Pharma’s Current Report on Form 8-K/A

filed with the SEC on July 27, 2015 and the Special Meetings Solicitation Statement and in such other solicitation statements, proxy

statements or other documents that would be filed with the SEC in connection with the special shareholders meetings.  You can find

information about Depomed’s directors, executive officers and its employees who are participants in such solicitation in Depomed’s definitive

proxy statement filed with the SEC on April 16, 2015 and the Special Meetings Solicitation Statement and in such other solicitation

statements, proxy statements or other documents that would be filed with the SEC in connection with the special shareholders meetings.

These documents are available free of charge at the SEC’s web site at www.sec.gov and, with respect to Horizon Pharma, from Investor

Relations at Horizon Pharma as described above.  Additional information regarding the interests of such potential participants is included in

the Special Meetings Solicitation Statement and will be included in one or more registration statements, proxy statements or other

documents filed with the SEC if and when they become available.

Certain Information Regarding Participants

Horizon Pharma plc

Acquisition

of

Depomed,

Inc.

Benefits

and

Considerations

September

2015

For Important Information About the Proposed Depomed Acquisition

Please visit www.horizonanddepomed.com

Non-Confidential

Information

–

Horizon

Pharma

plc