Horizon Gives Depomed A Push
This article was originally published in Scrip
After further back-and-forth with acquisition target Depomed, Horizon Pharma has sent a letter to its target's management claiming its board is "not acting in the best interests of the Company’s shareholders."
The letter, filed with the US Securities and Exchange Commission on Aug. 27, accused the Depomed board of directors of "working primarily to entrench themselves and impede shareholder action by imposing non-substantive procedural hurdles that serve only to unnecessarily waste corporate assets and cause unwarranted delay."
Horizon is trying to follow the new bylaws that Depomed put into place and is requesting that the target company include the proposed slate of directors as an amendment to its original proposal to call a special meeting of Depomed shareholders. Under the new bylaws, Depomed has 28 days to set a date for each request. Horizon is hoping that Depomed won't reset the clock on the request and make shareholders wait another 28 days to potentially elect a new board.
"We believed, and continue to believe, that the Company must, if it is acting in the best interests of its shareholders, accept our August 19 supplement to the August 3rd Record Date Request Notice," said the letter.
Horizon is hoping to avoid the burden of having two special meetings for shareholders.
So far, Depomed has rejected every attempt by Horizon, sating its offers undervalue the company.
Horizon put forth a slate of seven board members that it would like to get elected to the Depomed board of directors. The list, made public on Aug. 19, included former member of the NASDAQ Stock Market Review Council Robert Daines, current Chairman of the audit committee at Keryx Biopharmaceuticals Jack Kaye and SVP of business and corporate development at Flamel Technologies Steven Lisi.