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Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant o

Filed by a Party other than the Registrant x

Check the appropriate box:

¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

¨ Definitive Proxy Statement

DEPOMED, INC.
(Name of Registrant as Specified in Its Charter)
STARBOARD VALUE LP STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD STARBOARD VALUE AND OPPORTUNITY S LLC STARBOARD VALUE AND OPPORTUNITY C LP STARBOARD VALUE R LP STARBOARD VALUE R GP LLC STARBOARD VALUE GP LLC STARBOARD PRINCIPAL CO LP STARBOARD PRINCIPAL CO GP LLC JEFFREY C. SMITH MARK R. MITCHELL PETER A. FELD GAVIN T. MOLINELLI PATRICK SULLIVAN JAMES P. FOGARTY
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

¨ Fee paid previously with preliminary materials:

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Starboard Value LP, together with the other participants named herein (collectively, “Starboard”), intends to file a preliminary proxy statement and accompanying request card with the Securities and Exchange Commission ("SEC") to be used to solicit requests for the calling of a special meeting of shareholders of Depomed, Inc., a California corporation.

On April 8, 2016, Starboard issued the following press release:

Discloses 9.8% Ownership Stake

Believes That Significant Opportunities Exist to Create Value Through Better Execution, Improved Capital Allocation, and, Potentially, a Sale of the Company

Expresses Significant Concerns Regarding Serious Corporate Governance Deficiencies, Questionable Capital Allocation Decisions, and Egregious Actions by the Board to Stymie Strategic Interest

Dismayed to Learn That Depomed is Seeking to Further Suppress Shareholder Rights Through a Reincorporation Proposal at the 2016 Annual Meeting

Believes That Meaningful Change Is Required to Ensure Depomed Is Being Run in a Manner Consistent with the Best Interests of All Shareholders

Has Commenced the Process to Call a Special Meeting of Shareholders to Preserve Starboard’s Rights to Seek the Removal and Replacement of the Current Board

NEW YORK, NY April 8, 2016 /PRNewswire/ -- Starboard Value LP (together with its affiliates, “Starboard”), one of the largest shareholders of Depomed, Inc. (NASDAQ: DEPO) with an ownership interest in approximately 9.8% of Depomed’s outstanding shares, today announced it has delivered a letter to President and CEO, Jim Schoeneck, and the Depomed Board of Directors.

Starboard Value LP, together with its affiliates (“Starboard”), has an ownership interest in approximately 9.8% of the outstanding shares of Depomed, Inc. (“Depomed” or the “Company”), making us one of the Company’s largest shareholders. We believe that Depomed is deeply undervalued and that significant opportunities exist to create value for the benefit of all shareholders based on actions that should be within the control of management and the Board of Directors (the “Board”). However, we are highly concerned regarding a number of actions that the Board has taken which indicate to us that meaningful change is needed to ensure the Company is acting in the best interest of all shareholders. Specifically, we have significant concerns regarding serious corporate governance deficiencies, questionable capital allocation decisions, and egregious actions taken by the Board to stymie strategic interest in acquiring Depomed. In combination, these concerns lead us to believe that management and the Board may be more interested in entrenching themselves than in delivering maximum value for all shareholders.

As we will discuss in this letter and subsequent materials, yesterday we delivered to the Company the documentation required under Depomed’s bylaws to request that the Board set a record date for determining the shareholders entitled to call a special meeting (the “Record Date Request Notice”). We understand that we are taking extraordinary actions and are doing so because of our serious concerns with the Board’s recent actions and long history of shareholder-unfriendly tactics.

We acquired our position in Depomed because we believe that the Company is substantially undervalued and opportunities exist to create significant value for shareholders. This includes an opportunity to improve capital deployment, rationalize research and development, and explore a potential sale of the Company given potential operating, financial, and tax synergies. However, while still acquiring our position, Depomed filed preliminary proxy materials for the upcoming annual meeting with a proposal to change the Company’s state of incorporation from California to Delaware (the “Reincorporation Proposal”). Upon further review, we identified unconventional provisions that indicate management and the Board are using the Reincorporation Proposal as a tactic to further entrench themselves by suppressing shareholder rights that currently exist under Depomed-California. This is just the latest egregious example of poor corporate governance and entrenchment by this Board. Apparently, it was not enough for the current Board to unilaterally adopt onerous and shareholder-unfriendly special meeting bylaw provisions in July 2015, as part of its efforts to fend off an unsolicited proposal to...


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