Depomed Says Starboard Has Month to Call Shareholder Meeting
April 25 2016 - 12:40PM
Dow Jones News
Depomed Inc. told activist shareholder Starboard Value LP—which
is seeking to replace the drugmaker's board—that it has up to a
month to request a special shareholder meeting.
Assuming Starboard does so, Depomed said a special meeting then
could occur between June 1 and July 25. Starboard, which owns 9.9%
of Depomed shares, has said the drugmaker should consider selling
itself and that it would nominate a slate of candidates for
Depomed's board.
A Starboard representative didn't immediately respond to a
request for comment. Starboard has argued that the value of
Depomed's shares could rise with improved capital deployment,
rationalized research and development, and a potential sale of the
company. Depomed has said it "welcomes open communications with its
shareholders and values constructive input."
Separately Monday, Depomed said it settled a lawsuit that
previously scuttled Horizon Pharma PLC's unsolicited offer for the
company last year. As part of the settlement, Horizon Pharma agreed
not to initiate another unsolicited takeover of the Depomed until
2020.
In November, Horizon Pharma withdrew its roughly $1 billion
unsolicited offer for Depomed after a California court blocked its
bid, saying it was based on Horizon's improper use of confidential
information.
In January 2015, Depomed acquired the U.S. rights to pain killer
Nucynta from Janssen Pharmaceuticals Inc., a unit of Johnson &
Johnson. Depomed and Horizon both bid in 2013 for Nucynta, and each
signed a confidentiality agreement with Janssen not to use the
information gleaned during the bidding for any other purpose,
Depomed argued in court filings.
Depomed accused Horizon of improperly using that information to
inform its bid. Details about key products can often help buyers
determine how much to offer. The judge granted an injunction
temporarily blocking Horizon's bid, after which Horizon said it
would abandon the effort.
Horizon also agreed Monday to maintain the privacy of
confidential information that it received from Janssen.
Both Depomed and Horizon said further details of the settlement
are confidential and that neither side has admitted liability.
Horizon focuses on treatments for orphan diseases. Depomed
specializes in products that treat pain and central nervous system
disorders.
Horizon shares fell 2.7% as Depomed shares fell 0.2%.
Write to Austen Hufford at austen.hufford@wsj.com
(END) Dow Jones Newswires
April 25, 2016 12:25 ET (16:25 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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