>>Back
Horizon puts forth its slate of new Depomed directors
  • Publisher:
  • Publication:2015/8/20

Horizon ($HZNP) has criticized Depomed's ($DEPO) directors for refusing to come to the table, despite its attempts to "engage in good faith" over a combination of the two companies. Now, though, it's got some new directors in mind who it thinks will see things differently.

The Dublin drugmaker has put forth a slate of 7 new directors to serve on Depomed's board--should shareholders vote out the current board members at a special meeting. And while the candidates have varying backgrounds and degrees of biopharma experience, there's one thing they have in common, according to Horizon CEO Timothy Walbert: They would consider his company's $33-per-share buyout offer.

"Depomed shareholders have a right to consider the highly attractive proposal we have made. However, given the board's behavior and entrenchment, we feel strongly that the board as currently constituted does not provide assurance that the interests of Depomed shareholders are being sufficiently taken into account," Walbert said in a statement.

Sign up for our FREE newsletter for more news like this sent to your inbox!

On Horizon's proposed slate: Robert Daines, co-director of the Rock Center for Corporate Governance at Stanford Law School; Elizabeth Greetham, a former member on the boards of multiple drugmakers, including Guilford Pharmaceuticals, Ligand Pharmaceuticals, King Pharmaceuticals and others; Jack Kaye, a former Deloitte audit partner and the current chairman of Keryx Biopharmaceuticals' audit committee; Steven Lisi, cofounder of stent company MICO Innovations and member of the audit and finance committees of Trio Health; Charles Fleischman, a former president, CFO, COO and director at Digene, a device company now owned by Qiagen; Steven Shulman, the chairman of service and tech provider Accretive Health and in-home healthcare provider CareCentrix; and Randy Thurman, a private equity senior adviser who served as Valeant's lead director from 2001 to 2006.

"Our nominees are independent and experienced executives, who bring valuable and distinct expertise," Walbert said.

Horizon pushed down the hostile takeover path early this month, announcing it had written to Depomed to get the ball rolling on requesting a special meeting and filing a lawsuit challenging the legality of Depomed's poison pill and some of its recent bylaw amendments.

Depomed, for its part, has been quiet since early this month, when CEO Jim Schoeneck wrote to Walbert asking what was taking a new bid he'd promised--with a cash component--so long to show up. Horizon delivered on that front last week, offering shareholders a $32.50-per-share cash-and-stock combo if they prefer it to the $33 all-stock bid.

- read Horizon's release