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Depomed rejects Horizon’s latest takeover offer

NEW YORK — Depomed Inc. on Monday rejected Horizon Pharma PLC’s sweetened $2.4 billion hostile takeover offer, saying it still undervalues the company and recommended that its shareholders refrain from accepting the bid.

Horizon had raised its offer by about $300 million last week after Depomed rejected its first offer, and took the new bid directly to Depomed’s shareholders.

Horizon Pharma, whose U.S. headquarters is in Deerfield, makes the rheumatoid arthritis drug Duexis. Depomed has a portfolio that includes the migraine drug Cambia and the painkiller Nucynta ER.

Under the latest offer announced Sept. 8, Horizon said it would exchange 0.95 of its shares for each Depomed share. It is worth $33 per share and represents a 60 percent premium to the $20.64 closing price of Depomed stock in early July, before Horizon went public with its first acquisition proposal.

Newark, California-based Depomed had already rejected an offer from Horizon that was worth about $2.1 billion, or $29.95 per share.

Depomed’s board also has adopted a “poison pill” measure that aims to thwart a hostile takeover attempt by essentially making it too expensive.

Horizon, which owns a 3.7 percent stake in Depomed, is also asking that drugmaker’s stock owners to call special meetings to vote on replacing its board of directors.

This comes more than a month after Horizon asked Depomed to set a shareholder vote on its bid and filed a lawsuit challenging the poison pill provision.