Depomed 8-K Shows Letter Sent To Horizon Pharma, Says Record Date Re: Horizon Request To be Sent Oct 29th
Timothy P. Walbert
Chairman of the Board, President and Chief Executive Officer
Horizon Pharma plc
Connaught House, 1st Floor, 1 Burlington Road
Dublin 4, Ireland
Re: Your August 3 Record Date Request
Please be advised that the Depomed Board of Directors has set a record date of October 29, 2015 to determine shareholders entitled to request a special meeting to vote on the proposals contained in Annex A to your August 3 record date request. For your reference we are attaching a copy of such Annex A to this letter.
We note that although the Board has chosen to set a record date to determine shareholders entitled to request a special meeting to vote on the proposals set forth on Annex A, the setting of such record date shall not be deemed to be an admission that your August 3, 2015 letter satisfies the requirements of the Bylaws for submission of a valid "Record Date Request Notice" thereunder. Specifically, Depomed notes that notwithstanding the requirements of Sections 2(b) and 5(d) of the Bylaws, your August 3, 2015 letter does not include any pro forma information or risk factors related to your unsolicited offer. That is inconsistent with your representation that your proposals "represent a way for shareholders to demonstrate, in a coordinated and powerful manner, their support for the Company to engage in a meaningful dialogue with Horizon" regarding your unsolicited offer. Depomed reserves all of its rights, including the right to contest the validity of your August 3, 2015 submission and the proposals set forth on Annex A, and bring and defend lawsuits in connection with your August 3, 2015 letter and other submissions by Horizon.
At this time we continue to review your August 19, 2015 request, and will respond to it in due course.
/s/ Matthew M. Gosling
Matthew M. Gosling
Senior Vice President and General Counsel
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