UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4)
Hyperion
Therapeutics, Inc.
(Name of Subject Company)
Ghrian Acquisition Inc.
(Name of Offeror)
A
Wholly Owned Subsidiary of
Horizon Pharma, Inc.
(Parent of Offeror)
An
Indirect Wholly-Owned Subsidiary of
Horizon Pharma Public Limited
Company
(Name of Offerors)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
44915N101
(CUSIP Number
of Class of Securities)
Timothy P. Walbert
Chairman, President and Chief Executive Officer
Horizon Pharma plc
Connaught House, 1st Floor
1 Burlington Road
Dublin
4, Ireland
011-353-1-772-2100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Barbara Borden
Kay
Chandler
Sean Clayton
Cooley LLP
4401 Eastgate
Mall
San Diego, California 92121
(858) 550-6000
CALCULATION
OF FILING FEE
|
|
|
| Transaction Valuation* |
|
Amount of Filing Fee** |
| $1,121,128,560 |
|
$130,275.14 |
| |
| * |
Estimated solely for purposes of calculating the filing fee. The transaction value calculation does not take into account the effect of any cash received or deemed received by Hyperion Therapeutics, Inc.
(“Hyperion”) in connection with the exercise of any outstanding equity awards. The transaction valuation was determined by multiplying (a) $46.00, the tender offer price, by (b) the sum of (i) 20,874,966, the number of
issued and outstanding shares of common stock of Hyperion, (ii) 3,099,078, the number of shares of Hyperion common stock subject to issuance pursuant to outstanding options to purchase shares of Hyperion common stock, and (iii) 398,316,
the number of shares of Hyperion common stock subject to issuance pursuant to outstanding restricted stock unit awards to acquire shares of Hyperion common stock. The foregoing share figures have been provided by Hyperion and are as of April 7,
2015, the most recent practicable date. |
| ** |
The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2015, issued August 29, 2014, by multiplying the
transaction valuation by 0.0001162. |
| x |
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing. |
|
|
|
| Amount Previously Paid: $130,275.14 |
|
Filing Party: Horizon Pharma Public Limited Company, Horizon Pharma, Inc. and Ghrian Acquisition Inc. |
| Form or Registration No.: Schedule TO |
|
Date Filed: Not applicable. April 9, 2015 |
| ¨ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| |
x |
third-party tender offer subject to Rule 14d-1. |
| |
¨ |
issuer tender offer subject to Rule 13e-4. |
| |
¨ |
going-private transaction subject to Rule 13e-3. |
| |
¨ |
amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final
amendment reporting the results of the tender offer. ¨
Check the following box
if the filing is a final amendment reporting the results of the tender offer. ¨
This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission on April 9, 2015 by Ghrian Acquisition Inc.
(“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Horizon Pharma, Inc. (“Parent”), a Delaware corporation. The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common
stock, par value $0.0001 per share (the “Shares”), of Hyperion Therapeutics, Inc., a Delaware corporation (“Hyperion”), at $46.00 per Share, net in cash, without interest (less any required withholding taxes), upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated April 9, 2015 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related letter of transmittal (the “Letter of
Transmittal”), copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, which Offer to Purchase and Letter of Transmittal collectively constitute the “Offer”.
The information in the Offer to Purchase and the Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable
items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such
terms in the Offer to Purchase or in the Schedule TO.
Amendments to the Offer to Purchase
Summary Term Sheet
The first paragraph of the
fifth question of the Summary Term Sheet under the header “Do you have the financial resources to pay for the Shares?” is amended and restated in to read as follows:
Yes. We estimate that we will need approximately $1.56 billion to purchase all of the issued and outstanding Shares and to pay related fees and expenses,
including the repayment of approximately $18 million of Hyperion’s existing indebtedness and the refinancing of $300 million of existing indebtedness of Horizon at the closing of the Offer and the Merger (collectively, the “Closing
Financing Obligations”). Parent has entered into a commitment letter, or the Debt Commitment Letter, with Citigroup Global Capital Markets Inc., or Citi, and Jefferies Finance LLC, or Jefferies Finance, on March 29, 2015, pursuant to which
Citi and Jefferies Finance have committed to provide up to $900.0 million of secured term loans pursuant to a term loan facility (the “Debt Financing”). However, in lieu of borrowing pursuant to the Debt Commitment Letter, (i) Horizon
Pharma plc closed an underwritten public offering of 17,652,500 of its ordinary shares at a price to the public of $28.25 per share and received aggregate net proceeds of approximately $475.2 million, after deducting underwriting discounts and other
offering expenses (the “Equity Financing”), (ii) Horizon Pharma Financing Inc., a wholly-owned subsidiary of Parent, issued $475.0 million principal amount of its 6.625% senior notes due 2023 (the “Senior Notes,”), the
proceeds of which were placed into escrow pending the consummation of the acquisition of Hyperion; and (iii) Parent expects to borrow $400.0 million principal amount of term loans due 2021 at an interest rate of LIBOR + 3.50% and a LIBOR floor
of 1.0% pursuant to a new senior secured term loan facility that is currently in the process of being arranged and syndicated (the “Term Facility” and together with the Senior Notes, the “Substitute Debt Financing”). See
Section 9 — “Source and Amount of Funds or Other Consideration.”
Item 7. Source and Amount of Funds or Other Consideration
Item 7 of the Schedule TO and the disclosure under Section 9—“Source and Amount of Funds” the second paragraph is
amended and restated to read as follows:
In lieu of borrowing pursuant to the Debt Commitment Letter, (i) Horizon Pharma plc closed an
underwritten public offering of 17,652,500 of its ordinary shares at a price to the public of $28.25 per share and received aggregate net proceeds of approximately $475.2 million, after deducting underwriting discounts and other offering expenses
(the “Equity Financing”), (ii) Horizon Pharma Financing Inc. issued $475.0 million principal amount of its Senior Notes, the proceeds of which were placed into escrow pending the consummation of the acquisition of Hyperion; and
(iii) Parent expects to borrow $400.0 million principal amount of term loans due 2021 at an interest rate of LIBOR + 3.50% and a LIBOR floor of 1.0% pursuant to a new Term Facility.
Item 7 of the Schedule TO and the disclosure under Section 15 “Conditions of the Offer” of the Offer to Purchase are hereby amended and
supplemented by inserting the following paragraph to the end of such Section 15:
“On April 30, 2015, Parent and
Purchaser waived the Financing Proceeds Condition pursuant to the terms of the Merger Agreement. The Offer remains subject to the remaining conditions to the Offer set forth in Section 15—“Conditions of the Offer” of the Offer to
Purchase.”
On April 30, 2015 Horizon Pharma plc and Hyperion issued a joint press release announcing the waiver of the
Financing Proceeds Condition, a copy of which is filed as Exhibit (a)(5)(iii) and is incorporated herein by reference.
2
| Item 11. |
Additional Information. |
Item 11 of the Schedule TO is hereby amended and
supplemented as follows:
Item 11 of the Schedule TO and the disclosure under Section 15 “Conditions of the Offer” of the Offer to
Purchase are hereby amended and supplemented by inserting the following paragraph to the end of such Section 15:
“The
condition to the Offer requiring that the waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall have expired or been terminated has been satisfied by the expiration of the HSR Act waiting period, effective
April 28, 2015 at 11:59 p.m.
Even though the requisite waiting period under the HSR Act has expired, at any time if the Antitrust
Division or the FTC believes before or after Purchaser’s acceptance for payment of Shares pursuant to the Offer that the Offer would violate the U.S. federal antitrust laws by substantially lessening competition in any line of commerce
affecting U.S. consumers, the FTC and the Antitrust Division have the authority to challenge the transaction by seeking a federal court order enjoining the transaction, or if the Shares have already been acquired, requiring disposition of such
Shares or the divestiture of substantial assets of Horizon Pharma plc, Hyperion or any of their respective subsidiaries or affiliates. U.S. state attorneys general and private persons may also bring legal action under the U.S. federal antitrust laws
seeking similar relief or seeking conditions to the completion of the Offer. While we believe that the consummation of the Offer will not violate U.S. federal antitrust laws, there can be no assurance that the Offer and the transaction will not be
challenged on antitrust grounds or the outcome of any challenge on antitrust grounds. If any such action is commenced by the FTC, the Antitrust Division, any state or other governmental body Purchaser may not be obligated to consummate the Offer and
the Merger.”
On April 29, 2015, Horizon Pharma plc and Hyperion issued a joint press release announcing the termination of the
waiting period, a copy of which is filed as Exhibit (a)(5)(ii) and is incorporated herein by reference.
Item 11of the Schedule TO and the
disclosure under Section 16 “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase are hereby amended and supplemented by deleting and replacing the third paragraph appearing under the heading “Antitrust” to
read as follows:
“We and Hyperion each filed our Premerger Notification and Report Forms with the FTC and the Antitrust Division
for review in connection with the Offer. The initial waiting period under the HSR Act commenced on April 13, 2015 and expired, effective April 28, 2015 at 11:59 p.m. Accordingly, the condition to the Offer requiring that the waiting period
(or any extension thereof) applicable to the Offer under the HSR Act shall have expired or been terminated has been satisfied. The Offer continues to be subject to the remaining conditions set forth in Section 15—“Conditions of the
Offer” of the Offer to Purchase.
Even though the requisite waiting period under the HSR Act has expired, at any time if the Antitrust
Division or the FTC believes before or after Purchaser’s acceptance for payment of Shares pursuant to the Offer that the Offer would violate the U.S. federal antitrust laws by substantially lessening competition in any line of commerce
affecting U.S. consumers, the FTC and the Antitrust Division have the authority to challenge the transaction by seeking a federal court order enjoining the transaction, or if the Shares have already been acquired, requiring disposition of such
Shares or the divestiture of substantial assets of Horizon Pharma plc, Hyperion or any of their respective subsidiaries or affiliates. U.S. state attorneys general and private persons may also bring legal action under the U.S. federal antitrust laws
seeking similar relief or seeking conditions to the completion of the Offer. While we believe that the consummation of the Offer will not violate U.S. federal antitrust laws, there can be no assurance that the Offer and the transaction will not be
challenged on antitrust grounds or the outcome of any challenge on antitrust grounds. If any such action is commenced by the FTC, the Antitrust Division, any state or other governmental body Purchaser may not be obligated to consummate the Offer and
the Merger.”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
|
|
|
| Exhibit
No. |
|
Description |
|
|
| (a)(5)(ii)
(a)(5)(iii) |
|
Press Release issued by Horizon Pharma plc and Hyperion Therapeutics, Inc., dated April 29, 2015
Press Release issued by Horizon Pharma plc and Hyperion Therapeutics, Inc., dated
April 30, 2015 |
3
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: April 30, 2015
|
|
|
| Ghrian Acquisition Inc. |
|
|
| By: |
|
/s/ Timothy P. Walbert |
| Name: |
|
Timothy P. Walbert |
| Title: |
|
President and Chief Executive Officer |
|
| Horizon Pharma, Inc. |
|
|
| By: |
|
/s/ Timothy P. Walbert |
| Name: |
|
Timothy P. Walbert |
| Title: |
|
President and Chief Executive Officer |
|
| Horizon Pharma plc |
|
|
| By: |
|
/s/ Timothy P. Walbert |
| Name: |
|
Timothy P. Walbert |
| Title: |
|
Chairman, President and Chief Executive Officer |
4
|
|
|
|
|
| Exhibit
No. |
|
|
Description |
|
|
| |
(a)(1)(i) |
|
|
Offer to Purchase, dated as of April 9, 2015* |
|
|
| |
(a)(1)(ii) |
|
|
Form of Letter of Transmittal (including Internal Revenue Service Form W-9)* |
|
|
| |
(a)(1)(iii) |
|
|
Form of Notice of Guaranteed Delivery* |
|
|
| |
(a)(1)(iv) |
|
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* |
|
|
| |
(a)(1)(v) |
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|
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* |
|
|
| |
(a)(1)(vi) |
|
|
Summary Advertisement, as published in The New York Times on April 9, 2015* |
|
|
| |
(a)(5)(i) |
|
|
Press Release issued by Horizon Pharma plc, dated March 30, 2015 (incorporated by reference to the Current Report on Form 8-K filed by Horizon Pharma plc on March 30, 2015)* |
|
|
| |
(a)(5)(ii) |
|
|
Joint Press Release issued by Horizon Pharma plc and Hyperion Therapeutics, Inc., dated April 29, 2015 |
|
|
| |
(a)(5)(iii) |
|
|
Joint Press Release issued by Horizon Pharma plc and Hyperion Therapeutics, Inc., dated April 30, 2015 |
|
|
| |
(b)(i) |
|
|
Commitment letter with Citigroup Global Markets Inc. and Jefferies Finance LLC, dated March 29, 2015 (incorporated by reference to the Current Report on Form 8-K filed by Horizon Pharma plc on March 31, 2015)* |
|
|
| |
(c) |
|
|
Not applicable |
|
|
| |
(d)(1) |
|
|
Agreement and Plan of Merger, dated as of March 29, 2015, among Hyperion, Parent and Purchaser (incorporated by reference to the Current Report on Form 8-K/A filed by Hyperion on April 9, 2015)* |
|
|
| |
(d)(2) |
|
|
Form of Tender and Support Agreement, dated as of March 29, 2015, among Parent, Purchaser and certain stockholders of Hyperion (incorporated by reference to the Current Report on Form 8-K filed by Hyperion on March 30,
2015)* |
|
|
| |
(d)(3) |
|
|
Confidentiality Agreement, dated as of March 8, 2015, between Horizon Pharma plc and Hyperion, as amended.* |
|
|
| |
(e) |
|
|
Not applicable |
|
|
| |
(f) |
|
|
Not applicable |
|
|
| |
(g) |
|
|
Not applicable |
|
|
| |
(h) |
|
|
Not applicable |
Exhibit (a)(5)(ii)
Horizon Pharma plc Announces Expiration of HSR Waiting Period for Proposed Hyperion Therapeutics,
Inc. Acquisition
(DUBLIN,
Ireland and BRISBANE, Calif. – April 29, 2015) – Horizon Pharma plc (NASDAQ: HZNP) today announced the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”) expired effective
Tuesday, April 28, 2015 with respect to its proposed acquisition of Hyperion Therapeutics, Inc. (NASDAQ: HPTX).
As previously announced on
March 30, 2015, Horizon and Hyperion entered into a definitive merger agreement under which Horizon has commenced a tender offer for all of the outstanding shares of Hyperion at $46.00 per share in cash, representing total consideration of
approximately $1.1 billion on a fully diluted basis. The expiration of the HSR waiting period satisfies one of the conditions required to consummate the tender offer. Other closing conditions remain to be satisfied, including, among others, a
minimum tender of a majority of outstanding Hyperion shares.
The tender offer and withdrawal rights will expire at 12:01 a.m., Eastern Daylight
Time, on Thursday, May 7, 2015, unless the tender offer is extended. The complete Offer to Purchase dated April 9, 2015 relating to the tender offer has been filed with the United States Securities and Exchange Commission and can be viewed
online, along with any amendments thereto, at www.sec.gov.
About Horizon Pharma plc
Horizon Pharma plc is a specialty biopharmaceutical company focused on improving patients’ lives by identifying, developing, acquiring and commercializing
differentiated products that address unmet medical needs. The company markets a portfolio of products in arthritis, inflammation and orphan diseases. The company’s U.S. marketed products are
ACTIMMUNE® (interferon gamma-1b), DUEXIS® (ibuprofen/famotidine), PENNSAID®
(diclofenac sodium topical solution) 2% w/w, RAYOS® (prednisone) delayed-release tablets and VIMOVO® (naproxen/esomeprazole magnesium).
Horizon’s global headquarters are in Dublin, Ireland. For more information, please visit www.horizonpharma.com.
About Hyperion
Therapeutics, Inc.
Hyperion Therapeutics is a commercial-stage biopharmaceutical company committed to developing and delivering life-changing
treatments for orphan diseases. The company’s first commercial product, RAVICTI® (glycerol phenylbutyrate) Oral Liquid, was approved in February 2013 and is currently being marketed in
the United States. The company also owns worldwide rights to BUPHENYL® (sodium phenylbutyrate) Tablets and Powder, which it markets in the United States. BUPHENYL is also marketed
internationally through business partners. In addition, the company is developing RAVICTI for the potential treatment of hepatic encephalopathy. For more information, please visit www.hyperiontx.com.
Forward-Looking Statements
This press release
contains forward-looking statements, including, but not limited to, statements related to Horizon’s anticipated acquisition of Hyperion and the timing thereof, and other statements that are not historical facts. These forward-looking statements
are based on Horizon’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ
Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, Ireland
materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to Horizon’s ability to
complete the acquisition on the proposed terms and schedule; whether Horizon or Hyperion will be able to satisfy their respective closing conditions related to the acquisition; whether sufficient Hyperion stockholders tender their shares in the
acquisition; whether Horizon will obtain financing for the transaction on the expected timeline and terms; the outcome of legal proceedings that may be instituted against Hyperion and/or others relating to the acquisition; the possibility that
competing offers will be made; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in Horizon’s and Hyperion’s respective SEC filings and reports, including their respective Annual
Reports on Form 10-K for the year ended December 31, 2014. Horizon Pharma undertakes no duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or changes in its
expectations.
Contacts:
Investors:
Robert F. Carey
Executive Vice President, Chief Business Officer
Investor-relations@horizonpharma.com
Media:
Geoff Curtis
Group Vice President, Corporate Communications
gcurtis@horizonpharma.com
Source: Horizon Pharma plc
Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, Ireland
Exhibit (a)(5)(iii)
Horizon Pharma plc Announces Waiver of Financing Proceeds Condition
(DUBLIN, Ireland and BRISBANE, Calif. – April 30, 2015) — Horizon Pharma plc (NASDAQ: HZNP) a specialty biopharmaceutical company focused on
improving patients’ lives by identifying, developing, acquiring and commercializing differentiated products that address unmet medical needs, today announced that its affiliates, Horizon Pharma, Inc. (“Parent”) and Ghrian Acquisition,
Inc. (“Purchaser”), waived the “Financing Proceeds Condition” described in the Offer to Purchase in connection with the previously announced tender offer to acquire all of the outstanding shares of common stock of Hyperion
Therapeutics, Inc. (NASDAQ: HPTX) (“Hyperion”) for $46.00 per share in cash, net to the seller in cash, without interest and less any applicable withholding taxes, if any. The tender offer is scheduled to expire at 12:01 a.m. (New York
City time) on Thursday, May 7, 2015, unless further extended or earlier terminated. All other terms and conditions of the tender offer remain unchanged, including, without limitation, the “Minimum Condition” described in the Offer to
Purchase.
The tender offer is being made in connection with the Agreement and Plan of Merger, dated as of March 29, 2015 (the “Merger
Agreement”), among Hyperion, Parent and Purchaser. Pursuant to the Merger Agreement, after completion of the tender offer and the satisfaction the remaining conditions set forth in the Merger Agreement, the Company will merge with and into
Purchaser and all outstanding shares of Hyperion’s common stock, other than shares held by Parent, Purchaser or Hyperion, or shares held by Hyperion’s stockholders who are entitled to and properly demand and perfect appraisal of such
shares pursuant to the applicable provisions of Delaware law, will be automatically cancelled and converted into the right to receive cash equal to the $46.00 offer price per share. The Board of Directors of Hyperion has unanimously approved the
proposed acquisition by Horizon Pharma plc and recommends that Hyperion stockholders tender their shares in the tender offer.
Copies of the Offer to
Purchase, Letter of Transmittal and other related material are available free of charge from Georgeson Inc., the information agent for the tender offer, toll-free at (866) 856-2826.
About Horizon Pharma plc
Horizon Pharma plc is a
specialty biopharmaceutical company focused on improving patients’ lives by identifying, developing, acquiring and commercializing differentiated products that address unmet medical needs. The company markets a portfolio of products in
arthritis, inflammation and orphan diseases. The company’s U.S. marketed products are ACTIMMUNE® (interferon gamma-1b), DUEXIS®
(ibuprofen/famotidine), PENNSAID® (diclofenac sodium topical solution) 2% w/w, RAYOS® (prednisone) delayed-release tablets and VIMOVO® (naproxen/esomeprazole magnesium). Horizon’s global headquarters are in Dublin, Ireland. For more information, please visit www.horizonpharma.com.
About Hyperion Therapeutics, Inc.
Hyperion
Therapeutics is a commercial-stage biopharmaceutical company committed to developing and delivering life-changing treatments for orphan diseases. The company’s first commercial product,
RAVICTI® (glycerol phenylbutyrate) Oral Liquid, was approved in February 2013 and is currently being marketed in the United States. The company also owns worldwide rights to BUPHENYL® (sodium phenylbutyrate) Tablets and Powder, which it markets in the United States. BUPHENYL is also marketed internationally through business partners. In addition, the company is developing
RAVICTI for the potential treatment of hepatic encephalopathy. For more information, please visit www.hyperiontx.com.
Forward Looking
Statements
This press release contains forward-looking statements, including, but not limited to, statements related to Horizon’s anticipated
acquisition of Hyperion and the timing thereof, , and other statements that are not historical facts. These forward-looking statements are based on Horizon’s current expectations and inherently involve significant risks and uncertainties.
Actual results and the timing of events could differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which include, without limitation, risks related to Horizon’s ability to complete the acquisition on the proposed terms and schedule;
whether Horizon or Hyperion will be able to satisfy their respective closing conditions related to the acquisition; whether sufficient Hyperion stockholders tender their shares in the acquisition; whether Horizon will obtain financing for the
transaction on the expected timeline and terms; the outcome of legal proceedings that may be instituted against Hyperion and/or others relating to the acquisition; the possibility that competing offers will be made; risks associated with business
combination transactions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not occur;
risks related to future opportunities and plans for the combined company, including uncertainty of the expected financial performance and results of the combined company following completion of the proposed acquisition; disruption from the proposed
acquisition, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; and the possibility that if the combined company does not achieve the perceived benefits of the proposed acquisition
as rapidly or to the extent anticipated by financial analysts or investors, the market price of Horizon’s shares could decline, as well as other risks related to the Horizon and Hyperion businesses, including the ability to grow sales and
revenues from existing products; competition, including potential generic competition; the ability to protect intellectual property and defend patents; regulatory obligations and oversight; and those risks detailed from time-to-time under the
caption “Risk Factors” and elsewhere in Horizon’s and Hyperion’s respective SEC filings and reports, including their respective Annual Reports on Form 10-K for the year ended December 31, 2014. Horizon Pharma undertakes no
duty or obligation to update any forward-looking statements contained in this presentation as a result of new information, future events or changes in its expectations.
Additional Information and Where to Find It
This
communication is neither an offer to purchase nor a solicitation of an offer to sell any shares of Hyperion common stock or any other securities. On April 9, 2015, Horizon Pharma plc filed a tender offer statement on Schedule TO with the SEC
and, on the same date, a Solicitation/ Recommendation Statement on a Schedule 14D-9 was filed with the SEC by Hyperion. The Offer to Purchase shares of Hyperion common stock will only be made pursuant to the offer to purchase, the letter of
transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT, AS FILED AND AS IT MAY BE AMENDED FROM TIME TO TIME, AND THE SOLICITATION/ RECOMMENDATION
STATEMENT, AS FILED AND AS MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING THE TENDER OFFER. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at
the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson Inc., the Information Agent for the tender offer, at (866) 856-2826.
Contacts:
Contacts:
Company:
Robert F. Carey
Executive Vice President, Chief Business Officer
Investor-relations@horizonpharma.com
Investors:
Ami Bavishi
Burns McClellan
abavishi@burnsmc.com
International Media:
Ray Gordon
Gordon MRM
ray@gordonmrm.ie
U.S. Media:
Geoff Curtis
DJE Science
geoff.curtis@djescience.com
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