Filed pursuant to Rule 425
of the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Filing by: Horizon Pharma Public Limited Company
Subject Company: Depomed, Inc.
SEC File No. of Depomed, Inc.: 001-13111
This Rule 425 filing consists of an amended investor presentation which contains information regarding the proposed acquisition of Depomed, Inc. (“Depomed”) by Horizon Pharma plc (“Horizon Pharma”).
Horizon Pharma first released the investor presentation on September 17, 2015 and first released the following amended investor presentation on September 25, 2015.
 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 |
 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
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 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).
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 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).
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 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
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 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
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 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
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 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
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 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
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 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
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 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.”
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 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
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 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 |