Horizon, a specialty drug company based in Ireland with subsidiaries in the US, offered shareholders 0.95 of its own shares for each of their Depomed stocks, the same proposition it tendered on August 13.
Horizon also made takeover overtures to Depomed in May, June, and July.
In August, Depomed filed a lawsuit with the SEC, claiming “Horizon’s unsolicited bid to acquire the Company is predicated on the improper and unlawful use of highly confidential and proprietary information related to Nucynta, Depomed’s leading product.”
Depomed chief Jim Schoeneck followed the complaint with a letter to Horizon’s CEO on August 7, claiming that Horizon had one week previously offered to “increase its proposal and to include a cash component of up to 25% […]. Yet you still have not made a new proposal. Instead, you have insisted that we need to first make a counter-offer.
“It does not make any sense to engage with Horizon unless you make a sufficiently compelling and detailed proposal.”
Schoeneck’s letter accused Tim Walbert of being too focused on a “premium to unaffected price,” rather than Depomed’s “instrinsic value,” recent strong results, and data about Nucynta. He threatened “protracted litigaton and a proxy fight” against unattractive offers.
Depomed’s board said it will respond to the latest bid with advice to shareholders within ten days.
Depomed’s Nucynta line includes tapentadol extended release tablets for extreme long-term pain, and an immediate release version of tapentadol for moderate-to-severe acute pain.